<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549
                                   FORM 10-K
(Mark One)
[X]  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (Fee Required)

     For the Year Ended December 31, 1996

[_]  Transition Report Pursuant to Section 13 of 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)

     Commission File Number 0-14137
     GREENWICH PROPERTIES-I, LTD. LIQUIDATING TRUST, Formerly Known as
                GREENWICH PROPERTIES-I, LTD. (Former Registrant)
             (Exact Name of Registrant as Specified in Its Charter)


California                                               95-4509666            
(State or Other Jurisdiction of                          (I.R.S. Employer      
Incorporation or Organization)                           Identification Number) 
     
9171 Wilshire Boulevard, Suite 627
Beverly Hills, California                                90210     
(Address of Principal Executive Offices)                 (Zip Code) 

     
      (310) 550-1111 (Registrant's Telephone Number, Including Area Code)

          Securities registered pursuant to Section 12 (b) of the Act:

                                     None.

          Securities registered pursuant to Section 12(g) of the Act:

                                      None

     Indicate by check mark whether the registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                              Yes  [X]   No  [_]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]


                State the aggregate market value of the voting 
                  stock held by non-affiliates of the Trust.

  $851,000 Beneficial interest in trust, not transferable(See Item 5 Herein)

                     DOCUMENTS INCORPORATED BY REFERENCE.


     The report on Form 15 filed with the Securities and Exchange Commission on
January 3, 1995 of former registrant is incorporated herein by reference in
Parts I, II, III and IV hereof.


 Page 1 of 20 pages contained herein.  Exhibit Index located on page 8 herein.

<PAGE>
 
                                    PART I.


ITEM 1.    BUSINESS.
           -------- 

     Greenwich Properties-I, Ltd. (the "Partnership"), the former registrant,
ceased operations on February 7, 1994, and dissolved and terminated on December
28, 1994 upon filing Form  LP-4. Greenwich Properties-I, Ltd. Liquidating Trust
(the "Trust") was formed in order to wind up the Partnership's affairs.

     The Trust was established pursuant to the terms of a trust agreement dated
December 20, 1994 with Mr. Herbert M. Gelfand (or his successor appointed in
accordance with the terms of the trust agreement), as sole trustee of the Trust
(the "Trustee").  The sole beneficiaries of the Trust are the former Limited
Partners of the Partnership (the "Beneficiaries").  The Trust will hold all of
the remaining assets of the Partnership, subject to any remaining liabilities of
the Partnership, whether known or unknown.  The Trust assets are not commingled
with the assets of any other partnership or liquidating trust established for
any other partnership.

     The trust agreement contains customary terms and conditions and has the
following characteristics:

            (i) Each Limited Partner became a beneficiary of the Trust to the
          extent of their former pro rata limited partner class interest in the
          Partnership.

            (ii) The Trust's activities will consist of:  (a) satisfying any
          liabilities or obligations of the Partnership which were not paid or
          otherwise discharged by the Partnership;  (b) making liquidating
          distributions to the beneficiaries when the liabilities of the
          Partnership are settled;  (c) investing its liquid assets in demand
          and short term time deposits in banks or savings institutions or
          temporary investments such as short-term certificates of deposit or
          Treasury bills (excluding derivative securities);  and  (d) taking
          such other action as is necessary to conserve and protect the assets
          of the Trust and provide for the orderly liquidation of the assets
          transferred to the Trust.  Since the former Limited Partners are the
          sole beneficiaries of the Trust, they will bear the risk of the
          investment of the Trust assets.

            (iii)  Beneficial interests in the Trust will not be transferable
          except by will, intestate succession, or operation of law and no
          certificates representing such beneficial interests have been issued.

            (iv) The Trustee will issue annual reports to the Beneficiaries
          showing the assets and liabilities of the Trust at the end of each
          calendar year and the receipts and disbursements of the Trustee for
          the period.  The annual report will also describe changes to the
          assets of the Trust during the period and actions taken by the Trustee
          during the period.  Such reports will be audited by the Trust's
          outside certified public accountants.  

                                      -2-
<PAGE>
 
          The Trustee may also issue interim reports to the Beneficiaries. These
          interim reports will be issued whenever, in the opinion of the
          Trustee, a significant event relating to the assets of the Trust has
          occurred.

            (v) At the reasonable discretion of the Trustee, the Trust will
          disburse its net earnings annually.

            (vi) The Trust will terminate at the earlier of the distribution of
          all of the remaining assets, if any, to the beneficiaries or three
          years from the date of formation of the Trust, but may be extended to
          a later date if liabilities remain unresolved at the end of the three-
          year term.

          The sole beneficiaries of the Trust are the former Limited Partners of
the Partnership.  The Trust holds all of the remaining assets of the
Partnership, subject to any remaining liabilities of the Partnership, whether
known or unknown at the time of its termination.  These assets initially
consisted of the Reserve, which is described in Item 7(1) and (2) Liquidity and
Capital Resources which is incorporated herein by reference.  Upon termination
of the Trust, any remaining assets will be distributed in one or more
installments, to the Beneficiaries (the former Limited Partners of the
Partnership, pro rata in accordance with their former class ownership interest
in the Partnership).

ITEM 2. PROPERTIES.
        ---------- 

        The Trust owns no physical properties.


ITEM 3. LEGAL PROCEEDINGS.
        ----------------- 

        The Partnership's former property, The Meadows, was involved in
litigation in Superior Court of the State of Arizona, County of Maricopa known
as David E. Yochum v. De Anza Assets, Inc. et al Case No. CV 94-92415.  Mr.
   ---------------------------------------------                           
Yochum claimed that management attempted to wrongfully evict him from the
property.  The matter was settled in June 1996, with De Anza's insurer paying a
portion of the settlement.  The Trust did not have to contribute any funds to
the settlement.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
        --------------------------------------------------- 

        No matter was submitted during the quarter ended December 31, 1996.

                                      -3-
<PAGE>
 
                                    PART II.


ITEM 5. MARKET FOR THE TRUST'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
        -------------------------------------------------------------------- 

   (a)  Market Information.
        ------------------ 

        Under the terms of Trust, the Beneficial Interests are not transferable,
therefore, there is no public market for the Beneficiary Interests in the Trust
and it is not anticipated that a public market for them will develop.
Accordingly, accurate information as to the market value of an Interest at any
given date is not available. The estimated aggregate market price shown on the
cover page of this report is simply the original capital contributed by the
Partnership and should not be relied upon as indicative of any bid or ask
quotations or transactions in the Trust.

   (b)  Holders.
        ------- 
        As of December 31, 1996, the approximate number of Beneficiaries is
3,150.

   (c)  Dividends.
        --------- 
 
        The Trust does  not pay dividends, but will distribute Trust assets in
one or more installments as the settlement of liabilities allow as determined by
the Trustee.  No distributions were made in 1996.

                                      -4-
<PAGE>
 
ITEM 6. SELECTED FINANCIAL DATA.
        ----------------------- 

        The following table sets forth in tabular form a summary of selected
financial data for the Trust for the years ended December 31, 1996 and 1995 and
for the period from December 20, 1994 (Inception) through December 31, 1994:

<TABLE>
<CAPTION>
                                             1996        1995        1994
                                           ---------   ---------   --------
<S>                                        <C>         <C>         <C>
Operating revenues:                        $ 27,346    $ 22,348    $    -0-
 
Net income (loss) from continuing 
 operations:                                (22,441)    (71,376)        -0-
 
 
Net income (loss) from continuing
 operations per 1% Beneficiary Interest:    (224.41)    (713.76)        -0-
 
 
Total assets:                               771,826     789,942     880,283
 
Long-term obligations:                          -0-         -0-         -0-
 
Cash distributions per 1% Beneficiary
 Interest:                                      -0-         -0-         -0-
</TABLE>

The above selected financial data should be read in conjunction with the
financial statements and the related notes appearing elsewhere in this annual
report.

                                      -5-
<PAGE>
 
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        -----------------------------------------------------------------------
        OF OPERATIONS.
        ------------- 

        (1) and (2) Liquidity and Capital Resources.
                    ------------------------------- 

        A Reserve was established by the Partnership and contributed to the
Trust.  The initial amount of this Reserve was approximately $851,000.  Any
funds remaining in this Reserve, after satisfaction of Partnership liabilities,
payment of expenses and costs of liquidating and dissolving, will be distributed
by the Trust to the Beneficiaries.

        (3)  Results of Operations.
             --------------------- 

        Since the inception of the Trust on December 20, 1994 and its subsequent
receipt of Partnership assets, the Trust received interest income of $26,557 in
1996 and $22,348 in 1995. Expenses relating to the operation of the
Partnership's previous property totaled $6,423 in 1996 and $56,331 in 1995 and
expenses relating to the administration of the Trust totaled $42,575 in 1996 and
$37,393 in 1995. The Trust received no income nor incurred any expense in 1994.

        Other than as described above, there are no known trends or
uncertainties which have had or can be reasonably expected to have a material
effect on continuing operations.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
        ------------------------------------------- 

        See Index to Financial Statements set forth in Item 14 of this Annual
Report on Form 10-K.  The material contained in such Financial Statements and
Notes is incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        ---------------------------------------------------------------
        FINANCIAL DISCLOSURE.
        -------------------- 

        None.

                                   PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP.
         --------------------------------------------------- 

         The Trust has no executive officers or directors. The Trustee is Mr.
Herbert M. Gelfand.   Herbert M. Gelfand currently serves as a Trustee of 16
affiliated trusts and is the Operating General Partner of four affiliated
partnerships, the first of which was formed in 1969.  Mr. Gelfand was also the
founder, and together with his wife, Beverly J. Gelfand, were the principal
shareholders of De Anza Group, Inc., the former Operating General Partner of the
Partnership.  Mr. Gelfand had served as its Chairman of the Board 

                                      -6-
<PAGE>
 
of Directors until its sale on August 18, 1994. From 1986 to 1990, Mr. Gelfand
was also the Chief Executive Officer. In addition, Mr. Gelfand is the sole
shareholder and Chairman of the Board of Directors of De Anza Corporation which
currently serves as the Operating General Partner of two real estate
partnerships and is the liquidating agent of three other partnerships. He is a
member of the Bar of the State of California and was engaged in the private
practice of law from 1956 through 1977. From 1970 until 1975, Mr. Gelfand was a
partner in the predecessor to the firm of Benjamin and Susman, a Law Corporation
(and thereafter was counsel to that firm until 1977), which predecessor law firm
performed legal services for all but one of the affiliated partnerships. Mr.
Gelfand is married to Beverly J. Gelfand, who served as a director of De Anza
Group, Inc. until its sale, and is the father of Michael D. Gelfand, the former
Director, President and Chief Financial Officer of De Anza Group, Inc., the
Director, President and Chief Financial Officer of De Anza Corporation and the
sole shareholder, Chairman of the Board, President and Chief Financial Officer
of Terra Vista Management, Inc.

         Based upon a review of Forms 3, 4 and 5 and amendments thereto
furnished to the Trust, no person failed to timely file a report required by
Section 16(a) of the Securities Exchange Act of 1934.


ITEM 11. EXECUTIVE COMPENSATION.
         ---------------------- 

         The Trust does not have directors, a chief executive officer or any
other executive officers.  There was no compensation (including distributions)
paid by the Trust to the Trustee.

         Information contained in Item 13 of this Annual Report on Form 10-K is
incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
         -------------------------------------------------------------- 

         (a) Security Ownership of Certain Beneficial Owners.
             -----------------------------------------------
 
         The Trust has no knowledge of any individual who has beneficial
ownership of more than five percent of any class of the Trust's voting interest.
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
         ---------------------------------------------- 

         For the year ended December 31, 1996, one or more affiliated or
related parties of the Trustee were reimbursed $25,693 for the cost of goods and
services provided that were necessary for the administration of the Trust and
wind up of the Partnership's affairs.  See Item 8, Note 3 to the Financial
Statements for discussion of the affiliations with the Trust which is
incorporated herein by reference.

                                      -7-
<PAGE>
 
                                    PART IV.

 
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
         ----------------------------------------------------------------
 
      (a)  1. Index to Financial Statements for the years ended December 
31, 1996 and 1995 that are filed as part of this report:

<TABLE>
<CAPTION>

                                                                           PAGE
                                                                           ----
<S>                                                                <C>
         Independent Auditor's Report...................................... 13
         Balance Sheets, December 31, 1996 and 1995........................ 14
         Statements of Operations for the years ended December 31,
          1996 and 1995 and for the period December 20, 1994 through
          December 31, 1994................................................ 15
         Statements of Changes in Beneficiaries' Capital for the
          years ended December 31, 1996 and 1995 and for the period
          December 20, 1994 through December 31, 1994...................... 16
         Statements of Cash Flows for the years ended December 31,
          1996 and 1995 and for the period December 20, 1994 through
          December 31, 1994................................................ 17
         Notes to Financial Statements..................................... 18
</TABLE>

         2.  All Schedules have been omitted since they are not required, not
applicable or the information is included in the Financial Statements or notes
thereto.
         3.  The following index sets forth the exhibits required to be filed
by Item 601 of Regulation S-K:

<TABLE>
<CAPTION>

EXHIBIT NO.                                                                 PAGE
-----------                                                                 ----
<S>                                                                         <C>
2.1      Greenwich Properties - I, Ltd. Liquidating Trust Agreement
         dated December 20, 1994 between the Partnership and Mr.
         Herbert M. Gelfand as trustee.  (See Exhibit 2.1 in the
         Trust's Annual Report on Form 10-K for the year ended
         December 31, 1994, incorporated herein by reference.)

2.2      Assignment and Assumption Agreement dated December 20, 1994
         between the Partnership and the Trust.  (See Exhibit 2.2 in
         the Trust's Annual Report on Form 10-K for the year ended
         December 31, 1994, incorporated herein by reference.)
</TABLE>

                                      -8-
<PAGE>
 
   (b)  Reports on Form 8-K.

        None.

   (c)  The information set forth in Item 14(a) (3) of this Annual Report
on Form 10-K is incorporated herein by reference.

   (d)  All information required by Regulation S-X will be furnished by
the Trust to its Beneficiaries in its annual report. Therefore, this Item is not
applicable.

                                      -9-
<PAGE>
 
                                   SIGNATURES
                                   ----------

        Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


GREENWICH PROPERTIES - I, LTD. LIQUIDATING TRUST



By     /s/Herbert M. Gelfand
       ---------------------
          Herbert M. Gelfand
          Trustee

Date:  March 26, 1997

                                      -10-
<PAGE>
 
                        GREENWICH PROPERTIES - I, LTD.
                               LIQUIDATING TRUST
 
                         AUDITED FINANCIAL STATEMENTS
 
                          December 31, 1996 and 1995
<PAGE>
 
               Greenwich Properties - I, Ltd. Liquidating Trust

                          December 31, 1996 and 1995
                                        


                                    Contents
<TABLE>
<CAPTION>
 
 
<S>                                                                        <C>
Report of Independent Auditors...........................................   1
 
Audited Financial Statements
 
Balance Sheets...........................................................   2
Statements of Operations.................................................   3
Statement of Changes in Beneficiaries' Capital...........................   4
Statements of Cash Flows.................................................   5
Notes to Financial Statements............................................   6
</TABLE>
<PAGE>
 
                         Report of Independent Auditors

To the Beneficiaries
Greenwich Properties - I, Ltd. Liquidating Trust
Beverly Hills, California


We have audited the accompanying balance sheets of Greenwich Properties - I,
Ltd. Liquidating Trust (the Trust) as of December 31, 1996 and 1995, and the
related statements of operations, changes in beneficiaries' capital and cash
flows for the years ended December 31, 1996 and 1995 and for the period December
20, 1994 (date of inception) through December 31, 1994. These financial
statements are the responsibility of Herbert M. Gelfand, the trustee. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Trust as of December 31,
1996 and 1995, and the results of its operations and cash flows for the years
ended December 31, 1996 and 1995 and for the period December 20, 1994 (date of
inception) through December 31, 1994, in conformity with generally accepted
accounting principles.


ERNST & YOUNG, LLP
Los Angeles, California
January 27, 1997

                                                                               1
<PAGE>
 
                Greenwich Properties - I, Ltd. Liquidating Trust

                                 Balance Sheets

<TABLE>
<CAPTION>
                                                               DECEMBER 31,
                                                             1996        1995
                                                           --------------------
<S>                                                        <C>         <C>
                   ASSETS
 
CASH (Note 1)                                              $771,286    $789,942
                                                           --------------------
 
                                                           $771,286    $789,942
                                                           ====================
 

   LIABILITIES AND BENEFICIARIES' CAPITAL
 
ACCOUNTS PAYABLE AND ACCRUED EXPENSES,
 including $5,438 and $3,440 due to
 related parties at December 31, 1996          
 and 1995, respectively (Note 2)                           $ 14,418    $ 10,633
 
BENEFICIARIES' CAPITAL                                      756,868     779,309
                                                           --------------------
 
                                                           $771,286    $789,942
                                                           ====================
</TABLE>

See accompanying report of independent auditors and notes to financial 
statements.

                                                                               2
<PAGE>
 
                Greenwich Properties - I, Ltd. Liquidating Trust

                            Statements of Operations

<TABLE>
<CAPTION>
                                                                                           For the Period
                                                                                            December 20,
                                                                                           1994 (Date of
                                                                                             Inception)
                                                                        YEAR ENDED             through
                                                                       DECEMBER 31,          December 31,
                                                                       1996        1995          1994
                                                                    ---------------------------------------
<S>                                                                 <C>          <C>       <C>
INCOME
 Interest                                                           $ 26,557     $ 22,348         $  -
 Other                                                                   789            -            -
                                                                    ---------------------------------------
                                                                      27,346       22,348            -
                                                                    ---------------------------------------

EXPENSES
 Salaries paid to related parties (Note 2)                            23,533       26,043            -
 Professional fees and services, including 
  $5,496 paid to related parties during 1995 (Note 2)                 13,452       29,520            -
 Miscellaneous partnership expense                                         -       19,152            -
 Other, including $2,160 and $1,322 paid to related 
  parties during 1996 and 1995, respectively (Note 2)                 12,802       19,009            -
                                                                    ---------------------------------------
                                                                      49,787       93,724            -
                                                                    ---------------------------------------
 
NET LOSS                                                            $(22,441)    $(71,376)        $  -
                                                                    =======================================
 
LOSS PER 1% BENEFICIARY INTEREST (Note 3)                           $(224.41)    $(713.76)        $  -
                                                                    =======================================
</TABLE>

See accompanying report of independent auditors and notes to financial 
statements.

                                                                               3
<PAGE>
 
                Greenwich Properties - I, Ltd. Liquidating Trust

                 Statement of Changes in Beneficiaries' Capital

                   Years Ended December 31, 1996 and 1995 and
              For the Period December 20, 1994 (Date of Inception)
                           through December 31, 1995

<TABLE>
<S>                                                            <C>        
BALANCE - December 20, 1994 (date of inception)                       -  
                                                                         
CONTRIBUTONS - for the period December 20, 1994 
 (date of inception) through December 31, 1994 (Note 2)        $850,685  
                                                                         
                                                                         
NET INCOME - for the period December 20, 1994 
 (date of inception) through December 31, 1994                        -  
                                                               --------
                                                                         
BALANCE - January 1, 1995                                       850,685  
                                                                         
NET LOSS - for the year ended December 31, 1995                 (71,376) 
                                                               --------
                                                                         
BALANCE - December 31, 1995                                     779,309  
                                                                         
NET LOSS - for the year ended December 31, 1996                 (22,441) 
                                                               --------
                                                                         
BALANCE - December 31, 1996                                    $756,868   
                                                               ========
</TABLE>

See accompanying report of independent auditors and notes to financial 
statements.

                                                                               4
<PAGE>
 
                Greenwich Properties - I, Ltd. Liquidating Trust

                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                              For the Period
                                                                                               December 20,
                                                                                              1994 (Date of
                                                                                                Inception)
                                                                        YEAR ENDED                through
                                                                       DECEMBER 31,             December 31,
                                                                     1996         1995              1994
                                                                    ------------------------------------------
<S>                                                                 <C>          <C>          <C>
OPERATING ACTIVITIES
 Cash paid to suppliers, including $24,693 and $32,861
  paid to related parties in 1996 and 1995, respectively            $(46,002)    $(112,689)              -

 Interest and other income received                                   27,346        22,348               -
                                                                    ------------------------------------------
   Net cash used in operating activities                             (18,656)      (90,341)              -
                                                                    ------------------------------------------

NET (DECREASE) INCREASE IN CASH                                      (18,656)      (90,341)              -

FINANCING ACTIVITIES
 Capital contributions                                                     -             -        $880,283
                                                                    ------------------------------------------
   Net cash provided by financing activities                               -             -         880,283

CASH AT BEGINNING OF PERIOD                                          789,942       880,283               -
                                                                    ------------------------------------------
CASH AT END OF PERIOD                                               $771,286     $ 789,942        $880,283
                                                                    ==========================================

RECONCILIATION OF NET LOSS TO NET CASH USED
 IN OPERATING ACTIVITIES
  Net loss                                                          $(22,441)    $ (71,376)       $      -
  Changes in operating assets and liabilities:
 Increase (decrease) in accounts payable and accrued expenses          3,785       (18,965)              -
                                                                    ------------------------------------------
   Net cash used in operating activities                            $(18,656)    $ (90,341)       $      -
                                                                    ==========================================
</TABLE>
           
           
NONCASH ACTIVITY
Pursuant to the liquidation of Greenwich Properties - I, Ltd., accounts
payable and accrued expenses of $29,598 were transferred to the Greenwich
Properties - I, Ltd. Liquidating Trust (Notes 1 and 2) during 1994.

See accompanying report of independent auditors and notes to financial 
statements.

                                                                               5
<PAGE>
 
               Greenwich Properties - I, Ltd. Liquidating Trust

                         Notes to Financial Statements

              For the Years Ended December 31, 1996 and 1995 and
For the Period December 20, 1994 (Date of Inception) through December 31, 1994

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Greenwich Properties - I, Ltd. Liquidating Trust (the Trust) was formed on
December 20, 1994 to acquire the remaining assets, assume the remaining
liabilities and wind up the affairs of Greenwich Properties - I, Ltd. (the
Partnership), pursuant to a plan of liquidation of the Partnership. The
Partnership ceased operations as of February 7, 1994, and subsequently dissolved
and was terminated on December 28, 1994. Upon liquidation, all of the remaining
assets and liabilities of the Partnership and its reserves were contributed
by the Partnership to the Trust, on behalf of the beneficiaries, of which
Herbert M. Gelfand, the former operating general partner of the Partnership, is
the trustee (Trustee). The Trust will settle Partnership liabilities and will
terminate after final release and distribution of reserves. Beneficial interest
in the Trust will be maintained by the Partnership's former limited partners in
accordance with each partner's pro rata class ownership interest in the
Partnership.
 
On December 28, 1994, the Partnership contributed the following assets and
liabilities to the Trust on behalf of the beneficiaries:

<TABLE>
      <S>                                        <C>
      Cash                                        $880,283
      Accounts payable and accrued expenses        (29,598)
                                                  --------   
      Net capital contribution to the Trust       $850,685
                                                  ========
</TABLE>

The cash makes up the Partnership Expense Reserve which was established to fund
future administrative costs and contingencies of the Trust.

INCOME TAXES

No provision for income taxes has been included in the accompanying financial
statements since the beneficiaries are responsible for reflecting their share of
income or loss on their respective income tax returns.


See accompanying report of independent auditors.

                                                                               6
<PAGE>
 
               Greenwich Properties - I, Ltd. Liquidating Trust

                   Notes to Financial Statements (Continued)

              For the Years Ended December 31, 1996 and 1995 and
For the Period December 20, 1994 (Date of Inception) through December 31, 1994


1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

CASH AND CASH EQUIVALENTS

The Trust invests cash not needed for working capital in highly liquid short-
term investments consisting of money market funds and certificates of deposit,
with original maturities generally ranging from one to three months. The Trust
considers all such items to be cash equivalents. At December 31, 1996, and
periodically, balances in various accounts exceeded federally insured limits. No
losses have been experienced to date related to such accounts.  The Trust places
its cash and cash equivalents with reputable financial institutions and believes
it is not exposed to any significant concentration of credit risk on cash and
cash equivalents.

FINANCIAL INSTRUMENTS

The carrying amount reported in the balance sheet for cash, cash equivalents and
accounts payable approximates fair value due to the short maturity of these
instruments.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.

2. RELATED PARTY TRANSACTIONS

Terra Vista Management, Inc. and De Anza Leasing Corporation, a related party
and affiliate, respectively, of the Trustee, were paid in the aggregate $25,693
and $32,861 during the years ended December 31, 1996 and 1995, respectively, for
performing bookkeeping, computer, legal and beneficiary relations services
necessary for the administration of the Trust.

See accompanying report of independent auditors.

                                                                               7
<PAGE>
 
               Greenwich Properties - I, Ltd. Liquidating Trust

                   Notes to Financial Statements (Continued)

              For the Years Ended December 31, 1996 and 1995 and
For the Period December 20, 1994 (Date of Inception) through December 31, 1994


3. LOSS PER 1% BENEFICIARY INTEREST

Loss per 1% beneficiary interest is computed based on each beneficiary's pro
rata limited partner class ownership interest formerly held in the dissolved
Partnership. The 1996 net loss of $22,441 and the 1995 net loss of $71,376
results in $224.41 and $713.76, respectively, of loss for each 1% interest in
the Trust.


See accompanying report of independent auditors.

                                                                               8