<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


         For the fiscal year ended          December 31, 1999
                                          ---------------------

         Commission File Number                  0-24816
                                          ---------------------

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
              -----------------------------------------------------
             (Exact name of Registrant as Specified in its Charter)

              Delaware                               23-2610414
     ------------------------------       --------------------------------
     (State of other jurisdiction         (IRS Employer Identification No.)
     incorporation or organization)


       230 S. Broad Street, Mezzanine, Philadelphia, Pennsylvania 19102
       ----------------------------------------------------------------
             (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code:(215)790-4700

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

         Title of each class to           Name of exchange on
         be so registered                 which each class
                                          is to be registered

                   None                           N/A
          ---------------------           ---------------------

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

                     Units of Limited Partnership Interest
                     -------------------------------------
                               (Title of Class)

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, (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 (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporate by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]

Aggregate Market Value of Voting and Non-Voting Common Equity Held by non-
affiliates of the Registrant:   N/A

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

                                          Yes  /X/     No  / /



DOCUMENTS INCORPORATED BY REFERENCE

     Part I     Part II     Part III     Part IV

     (None)     (None)      (None)       Exhibits from Form 10
                                         Registration Statement
                                         and from Form 10-K
                                         Annual Report filed
                                         April 1, 1996
                                         No. 0-24816


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<PAGE>   2
                                     INDEX

<TABLE>
<CAPTION>
                                                                          Page
<S>         <C>                                                           <C>
PART I

  Item 1.   Business.................................................       1
             I.   Summary............................................       1
             II.  MLP Objectives and Policies........................       2
             III. Glossary...........................................       4
  Item 2.   Properties...............................................       6
  Item 3.   Legal Proceedings........................................       6
  Item 4.   Submission of Matters to a Vote of
            Security Holders.........................................       7

PART II

  Item 5.   Market Price for the Registrant's Common
             Equity and Related Stockholder Matters..................      15
             I.   No Trading Market..................................      15
             II.  Distributions of Cash Flow From Operations.........      15
             III. Proceeds of Sales Distributions....................      15
             IV.  Certain Income Tax Considerations..................      15
  Item 6.   Selected Financial Data..................................      17
  Item 7.   Management's Discussion and Analysis of
             Financial Condition and Results of Operations...........      18
             I.   Liquidity and Capital Resources....................      18
             II.  Results of Operations..............................      20
             III. Year 2000..........................................      22
             IV.  Indebtedness Secured by the Properties.............      22
  Item 8.   Financial Statements and Supplementary Data..............      24
  Item 9.   Changes in and Disagreements with Accountants on
             Accounting and Financial Disclosure.....................      24

PART III

  Item 10.  Directors and Executive Officers of the
             Registrant..............................................      25
  Item 11.  Executive Compensation...................................      25
  Item 12.  Security Ownership of Certain Beneficial Owners
             and Management..........................................      25
  Item 13.  Certain Relationships and Related Party Transactions.....      25
             I.   Compensation and Fees..............................      25
             II.  Property and Management Affiliate..................      26
             III. Conflicts of Interest..............................      27
             IV.  Summary of Relationships...........................      27
             V.   Related Party Transactions.........................      28

PART IV.

  Item 14.  Exhibits, Financial Statement Schedules and
             Reports on Form 8-K.....................................      28
             I.   Documents Filed as Part of this Report.............      28
             II.  Reports of Form 8-K................................      29
</TABLE>


                                       ii
<PAGE>   3
                                     PART I


ITEM 1.    BUSINESS

              I.  SUMMARY

      The following summary is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in the Annual Report.
Reference is made to the Glossary which appears at the end of this section for
the definition of certain capitalized terms used in the Summary and elsewhere in
this Report.

      A.  THE MASTER LIMITED PARTNERSHIP

      National Property Analysts Master Limited Partnership (the "MLP") was
organized under the Delaware Revised Uniform Limited Partnership Act in January,
1990 as part of a consolidation of the operation of properties owned by certain
limited partnerships (the "Partnerships") previously sponsored by National
Property Analysts, Inc. and its affiliates ("NPA"). The term of the MLP will
continue until December 31, 2015, unless sooner terminated in accordance with
the terms of the limited partnership agreement of the MLP (the "Partnership
Agreement").

      The MLP's principal executive offices are located at 230 South Broad
Street, Mezzanine, Philadelphia, Pennsylvania 19102 (telephone: 215-790-4700).

      B.  THE GENERAL PARTNERS

      The General Partners of the MLP are EBL&S, Inc., an affiliate of NPA (the
"Managing General Partner") and Feldman International, Inc. (the "Equity General
Partner). The Managing General Partner and the Equity General Partner are
collectively referred to as the "General Partners". The Managing General Partner
manages and controls all aspects of the business of the MLP. The Managing
General Partner is owned 100% by E & H Properties, Inc., an affiliate of NPA and
holds no ownership interest in the MLP. The Equity General Partner holds a 1%
general partner interest in the MLP. See "Item 13. Certain Relationships and
Related Party Transactions.

      C.  THE PROPERTIES AND INDEBTEDNESS SECURED BY THE PROPERTIES

      The MLP owns 48 properties as of December 31, 1999 which consist
primarily of shopping centers and free standing, single tenant retail stores
(the "Properties").  The Properties are subject to certain indebtedness which
was incurred in connection with the acquisition of the Properties by the
Partnerships.  See "Item 7.  Management's Discussion and Analysis of Financial
Condition and Results of Operations."

      D.  MLP OBJECTIVES AND POLICIES

      The MLP intends to hold the Properties until such time as it is deemed
prudent to dispose of the Properties. However, the Partnership in accordance
with the terms of the Partnership Agreement will terminate on December 31, 2015.
See "Item 1. Business - MLP Objectives and Policies."

      The Limited Partners are prohibited from transferring their interests in
the MLP except by will, inheritance or operation of law and no additional
Limited Partners may be admitted as partners of the MLP.

      E.  LIMITED PARTNERS' SHARE OF CASH FLOW FROM OPERATIONS

      The Limited Partners will receive, on an annual basis, 99% of the Cash
Flow from Operations as defined in the Partnership Agreement. It is not
anticipated that the MLP will be in a position to distribute Cash Flow from
Operations to its partners in the foreseeable future.

      F.  LIMITED PARTNERS' SHARE OF PROCEEDS OF SALES DISTRIBUTIONS

      Proceeds of Sales of the Properties available to be distributed by the MLP
will be distributed 99% to the Limited Partners and 1% to the Equity General
Partner.

      G.  ALLOCATIONS OF PROFITS AND LOSSES

      Taxable income from MLP operations or from a capital transaction will be
allocated 99% to the Limited Partners and 1% to the Equity General Partner.
Taxable losses from MLP operations or from capital transactions generally will
be allocated 99% to the Limited Partners and 1% to the Equity General Partner.


                                        1
<PAGE>   4
      H.  COMPENSATION TO THE GENERAL PARTNER AND AFFILIATES

      The Managing General Partner will receive certain compensation for its
services including reimbursement of certain of its expenses and the Equity
Partner will receive a portion of Cash Flow from Operations and Proceeds of
Sales of the Properties. An affiliate of the Managing General Partner will
receive a management fee for managing the Properties and a leasing fee for
obtaining or renewing leases. See "Item 13. Certain Relationships and Related
Party Transactions - Compensation and Fees."

      I.  FISCAL YEAR

      The MLP's fiscal year will begin on January 1, and end on December 31 of
each year.


            II. MLP OBJECTIVES AND POLICIES

      A.  MLP OBJECTIVES

      The MLP intends to hold the Properties until such time as it is deemed
prudent to dispose of one or more or all of the Properties. The precise timing
of disposition of Properties is in the discretion of the Managing General
Partner. However, the Partnership in accordance with the terms of the
Partnership Agreement will terminate on December 31, 2015.

      It is anticipated that the forgiveness of Wrap Mortgages and the process
of selling Properties, which are owned by Unaudited Partnerships, and applying
sales proceeds to make payments on the Wrap Mortgages will result in the Limited
Partners having to report substantial taxable income when the Properties are
sold without the corresponding receipt of any cash proceeds therefrom (unless
and until the Threshold Amount has been exceeded). It is intended, however, that
by avoiding a foreclosure of Properties, the Consolidation and Restructuring may
preserve for Limited Partners the potential for deriving an economic benefit
from the future sales of the Properties, while at the same time possibly
deferring the recognition of taxable income for some Limited Partners.

      The objectives of the MLP are, to attempt to implement, with respect to
the Properties, effective management, leasing, cost control and capital
improvement policies and techniques and thereby to (i) preserve and protect the
MLP's Properties in order to avoid the loss of any Properties to foreclosure;
(ii) enhance the potential appreciation in the value of the MLP's Properties;
and (iii) provide Cash Flow from Operations. It is not anticipated that the MLP
will be in a position to distribute Cash Flow from Operations to its partners in
the foreseeable future.

      The determination of whether a Property should be sold or otherwise
disposed of will be made by the Managing General Partner after consideration of
relevant factors, including performance of the Property, market conditions, the
financial requirements of the MLP and the tax consequences to Limited Partners,
with a view toward achieving the principal investment objectives of the MLP. In
connection with a sale of a Property, a purchase money obligation secured by a
mortgage may be taken as part payment; there are no limitations or restrictions
on the MLP's taking such purchase money obligations. The terms of payment to the
MLP will be affected by custom in the area in which each Property is located and
the then-prevailing economic conditions. To the extent the Partnership receives
notes and other property instead of cash on sales, such proceeds (other than any
interest payable thereon) will not be included in Proceeds of Sales of the
Properties until and to the extent the notes or other property are actually
paid, sold, refinanced or otherwise disposed of; and therefore, the distribution
of such proceeds to the MLP may be delayed until such time.

      The MLP may not acquire additional properties. However, in the Managing
General Partner's discretion, the MLP may, in appropriate circumstances,
exchange Properties for new properties in transactions structured to be
non-taxable events in whole or in substantial part under Section 1031 of the
Internal Revenue Code, and the proceeds or an involuntary conversion may be
invested in property in transactions structured to be non-taxable in whole or in
part under Section 1033 of the Internal Revenue Code.

      B.  COMPETITION FOR TENANTS

      The MLP's Properties consist primarily of shopping centers and free
standing, single tenant retail stores located in 24 states. Of the 48 Properties
owned by the MLP, 29 properties have only 1 or 2 tenants ("Single Tenant
Properties"). The tenants in the Single Tenant Properties are primarily national
retailers or supermarkets ("Anchor Tenants"). The 19 remaining properties are
multi-tenant shopping center properties ("Shopping Center Properties"). The
tenants in the Shopping Center Properties generally


                                        2
<PAGE>   5
include Anchor Tenants and a variety of tenants occupying less substantial
portions of the property ("Local Tenants").

            1.  ANCHOR TENANTS

      The Anchor Tenant leases are usually for 20 to 25 years. These Anchor
Tenant leases are at various stages of maturity. Upon expiration of the initial
lease term renewal options are usually available to the Anchor Tenants. See
"Item 2. Properties." The high concentration of minimum rent received from
Anchor Tenants under the terms of long term leases provide the MLP with
protection against a significant reduction in rental income; however, this also
restricts the growth opportunity for the MLP.

      As of December 31, 1999, there were five Properties which had been vacated
by Anchor Tenants, four of which are stores owned or operated by Kmart
Corporation ("Kmart"). The Anchor Tenants continue to make rental payments for
these properties under the terms of their leases. The Anchor Tenants are
attempting to market the space to other users. To date, the MLP cooperated with
the Anchor Tenant in its effort to market space it has vacated. To the extent
that Anchor Tenant space becomes available at the end of a lease term, the MLP
will attempt to re-lease the Anchor Tenant space in the same manner in which
Local Tenant space is marketed (see below).

      The MLP's primary Anchor Tenant is Kmart Corporation and its subsidiaries
which in 1999 accounted for approximately 55% of the rental income received by
the MLP. The Managing General Partner has had regularly scheduled meetings with
representatives of Kmart to review and discuss with them their plans for the
various Kmart stores. In the past, in instances where Kmart stores were
determined to be undersized and inadequate to accommodate Kmart's current needs,
expansions of the existing facilities were undertaken wherever possible. In some
cases, Kmart determined to vacate Anchor Tenant space although they continued to
pay the required rental payments.

      Each of the four Kmart stores which are vacant but continuing to make
rental payments are Anchor Tenants in Single Tenant Properties. Kmart has
subleased two of the four properties to other users. Kmart remains obligated
under the terms of its leases at the four property locations for terms ranging
from two to eighteen years.

      In past years Kmart experienced a downgrading of its credit rating as a
result of its recent financial performance.  Although Kmart's financial
performance has improved, its credit rating has not been upgraded to its prior
level.  As a result, the MLP could have difficulty refinancing the balloon
payments due on the Third Party Underlying Obligations on Properties where
Kmart is the Anchor Tenant.  See "Item 2. Properties."

            2.  LOCAL TENANTS

      Marketing of Local Tenant space is accomplished through signage, direct
mailing, advertisements and through coordinated listings with local leasing
brokers.

      The MLP Properties' occupancy rate for Local Tenant space is 77%. The
lease terms for Local Tenant space typically range from 3 years to 10 years. The
competitive conditions applicable to Local Tenant space vary from Property to
Property. However, as a general matter, it can be said that the market for Local
Tenant space is highly competitive and, with respect to the MLP Properties, is
typically a function of the MLP's rental rates as compared to the local
market's. However, in instances where a multi-tenant Property has Anchor Tenant
space and the Anchor Tenant space is vacant (currently three Shopping Center
Properties have Anchor Tenant space which is vacant), the vacancy in the Anchor
Tenant space makes the rental of the Local Tenant space more difficult.

      C.  PROHIBITED ACTIVITIES AND INVESTMENTS

      The MLP will not engage in any business not related to the operations of
the Properties. Additionally, the MLP will not (i) sell additional limited
partnership interests in the MLP; (ii) issue limited partnership interests in
exchange for property; (iii) issue senior securities or make loans or
investments in real estate mortgages other than in connection with a
contemplated purchase or sale or disposition of the Properties; (iv) make loans
to the General Partners or its affiliates (v) invest in or underwrite the
securities of other issuers for any purpose, including investing in securities
for the purpose of exercising control; (vi) operate in such a manner as not to
be exempt from classification as an "investment company" for purposes of the
Investment Company Act of 1940; (vii) purchase or lease any property from or
sell or lease any property to the General Partners or its affiliates, except
that with respect to leases, the General Partners and its affiliates may lease
space in the Properties on terms no more favorable than those offered to
non-affiliated persons; (viii) invest in junior mortgages or


                                        3
<PAGE>   6
deeds of trust, except that the acquisition or granting of junior mortgages or
deeds of trust in connection with the sale, purchase, financing or refinancing
of a Property shall not be deemed to be investing in junior mortgages or deeds
of trust; (ix) commingle the funds of the MLP with any other person's; (x)
invest in limited partnership interests; (xi) construct or develop properties;
(xii) enter into joint venture agreements; or (xiii) receive rebates or give-ups
in connection with the MLP.

      D.  INSURANCE ON PROPERTIES

      The Managing General Partner has obtained liability insurance covering the
Properties. The third party liability coverage insures, among others, the MLP
and the General Partners. Property insurance has also been obtained that insures
the MLP for fire and other casualty losses in an amount which covers the
replacement cost of the Properties. In addition, the MLP is covered under
fidelity insurance policies in amounts which the Managing General Partner deems
sufficient. Such insurance coverage is reviewed at least annually and adjusted
to account for variations in value.


            III.  GLOSSARY.

      "CAPITAL IMPROVEMENT" shall mean any improvement to any Property which is
required to be capitalized or amortized by the MLP, pursuant to generally
accepted accounting principles.

      "CAPITAL IMPROVEMENT DEBT" shall mean indebtedness incurred by the MLP for
Capital Improvements.

      "CASH FLOW FROM OPERATIONS" shall mean, with respect to the MLP, Operating
Revenues less Operating Cash Expenses and Reserves.

      "CONSOLIDATION" shall mean the consolidation of the ownership and
operations of the Properties in the MLP.

      "DEBT SERVICE" shall mean the aggregate principal and interest payments
required on the Third Party Underlying Obligations in calendar year 1990 with
respect to the Properties owned by the MLP.

      "EQUITY GENERAL PARTNER" shall mean Feldman International, Inc., a
Delaware corporation.

      "EXCESS PROCEEDS" shall mean the Proceeds of Sales of the Properties in
excess of the Minimum Payoff Amount and Capital Improvement Debt.

      "GENERAL PARTNERS" shall mean EBL&S, Inc., the Managing General Partner
of the MLP and Feldman International, Inc., the Equity General Partner of the
MLP.

      "INVESTOR NOTE PAYMENTS" shall mean the payment by Investor Note Payors of
amounts becoming due on or after June 1, 1989 on the Investor Notes.

      "INVESTOR NOTE PAYORS" shall mean the Limited Partners of Partnerships who
made payments which became due on or after June 8, 1989 on the Investor Notes.

      "INVESTOR NOTE RECOVERY" shall mean the Excess Proceeds available for
distribution to the MLP after the first $28 million of Excess Proceeds has been
retained by the MLP, in an amount equal to the lesser of the Investor Note
Payments or $25 million.

      "INVESTOR NOTES" shall mean the promissory notes executed and tendered by
Limited Partners as payments for a portion of the purchase price of their
interest in a Partnership.

      "LIMITED PARTNERS" shall mean all persons who hold limited partnership
interests in the MLP.

      "MANAGEMENT AGREEMENT" shall mean the agreement entered into by and
between the MLP and EBL&S Property Management, Inc. pursuant to which the
Property Manager will manage the Properties in consideration of a property
management fee (equal to five percent (5%) of the MLP's gross operating
revenues) and a leasing fee (equal to the fee customarily charged in the
geographic areas in which the Properties are located).

      "MANAGING GENERAL PARTNER" shall mean EBL&S, Inc, a Delaware
corporation.

      "MINIMUM PAYOFF AMOUNT" shall mean the payment made by the MLP pursuant to
the Restructuring Agreement equal to the sum of (i) the balance of the Third
Party Underlying Obligations on a Property on January 1, 1990 and (ii) any
prepayment penalties or premiums.


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<PAGE>   7
      "MLP" shall mean National Property Analysts Master Limited Partnership,
a Delaware limited partnership.

      "MLPG" shall mean Main Line Pension Group, a Delaware limited partnership.

      "NPA" shall mean National Property Analysts, Inc. and the corporations
and partnerships now or previously controlled by, related to or affiliated
with, directly or indirectly, National Property Analysts, Inc. and Mr. Edward
Lipkin, including, but not limited to E & H Properties, Inc., National
Property Analysts Management Company, and National Property Management Corp.

      "NPAEP" shall mean National Property Analysts Employee Partnership, a
Delaware limited partnership.

      "OPERATING CASH EXPENSES" shall mean the amount of cash paid by the MLP
for costs and expenses incurred in the ordinary course of its business
including, without limitation, (i) Debt Service, (ii) debt service payments on
Capital Improvement Debt, (iii) fees to be paid to the Property Manager and (iv)
repairs and maintenance, utilities, taxes and certain Tenant Improvements,
employee salaries, travel on MLP business, advertising and promotion, supplies,
legal, accounting, statistical or bookkeeping services, and printing and mailing
of reports and communications.

      "OPERATING REVENUES" shall mean the cash receipts of the MLP, other than
(i) the Proceeds of Sales of the Properties and (ii) proceeds of borrowings of
the MLP, received in cash during the MLP's fiscal year.

      "PARTNERSHIP AGREEMENT" shall mean the limited partnership agreement
entered into between the General Partners and the Limited Partners of the MLP.

      "PARTNERSHIPS" shall mean certain limited partnerships previously
sponsored by NPA.

      "PENSION GROUPS" shall mean the limited partnerships comprised of various
pension and profit sharing trusts which sold the Properties to the Partnerships,
and includes Main Line Pension Group (the "MLPG"), a Delaware limited
partnership which acquired the ownership of the Wrap Mortgages from the original
holders and National Property Analysts Employee Partnership ("NPAEP") and Penn
Valley Pension Group ("PVPG"), both Delaware limited partnerships which
subsequently acquired ownership of certain Wrap Mortgages from MLPG.

      "PROCEEDS OF SALES DISTRIBUTIONS" shall mean the distributions made by the
MLP from the proceeds of sales of the Properties as defined in the Partnership
Agreement.

      "PROCEEDS OF SALES OF THE PROPERTIES" shall mean, for purposes of the
Restructuring Agreement and as of and at the time of the calculation thereof,
(a) the gross sales proceeds (including the then-outstanding principal amount of
indebtedness for borrowed money assumed or taken subject to) from the sale of
any Property or Properties occurring and after the date the Properties were
transferred to the MLP, minus (b) all reasonable costs and expenses incurred by
a Partnership or a successor to a Partnership (including the MLP), in connection
with any such sale, including without limitation, brokerage commissions to
independent third parties, legal fees and costs, transfer taxes, mortgage taxes,
prepayment penalties payable to independent third parties, title insurance and
all other customary closing costs and expenses.

      "PROPERTY" OR "PROPERTIES" shall mean one, some or all of the parcels of
real property owned by the MLP.

      "PVPG" shall mean Penn Valley Pension Group, a Delaware limited
partnership.

      "PROPERTY MANAGER" shall mean EBL&S Property Management, Inc.

      "REFINANCING" shall mean either (i) a restructuring of indebtedness of the
MLP or the Partnerships which only changes the terms thereof without increasing
the indebtedness being restructured or (ii) refinancing indebtedness of the MLP
or the Partnerships for the purpose of making a Capital Improvement.

      "RESERVES" shall mean the amount determined by the Managing General
Partner, in its sole discretion, to be set aside for future requirements of the
MLP. At the end of each year, any unexpended reserves not continued as Reserves
will be treated as Cash Flow from Operations.

      "RESTRUCTURING" shall mean the restructuring of the Wrap Mortgages and
the Second Mortgages.


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<PAGE>   8
      "RESTRUCTURING AGREEMENT" shall mean the agreement entered into by and
between the MLP, the Pension Groups and certain NPA affiliates to restructure
the Wrap Mortgages and the Second Mortgages.

      "RESTRUCTURED WRAP MORTGAGES" shall mean the Wrap Mortgages as modified by
the Restructuring Agreement.

      "SECOND MORTGAGE" shall mean any purchase money mortgage or deed of trust
created by a Pension Group upon its purchase of a Property that is a subordinate
lien against the Property in favor of an NPA affiliate and evidenced by a
promissory note.

      "TENANT IMPROVEMENTS" shall mean construction to the Properties completed
for the benefit of the tenants' use of the Property.

      "THIRD PARTY DEBT SERVICE" shall mean payments of principal and interest
on Third Party Underlying Obligations.

      "THIRD PARTY UNDERLYING OBLIGATIONS" shall mean those obligations secured
by the Property underlying the Wrap Mortgages held by persons or entities other
than NPA, or its affiliates.

      "THRESHOLD AMOUNT" shall mean payments on the Wrap Mortgages generated by
Proceeds of Sales of the Properties in an amount equal to $45,000,000 in excess
of the Third Party Underlying Obligations as of January 1, 1990 secured by such
Properties. As of December 31, 1999, approximately $36,422,000 had been applied
in reduction of the Threshold Amount.

      "UNAUDITED PARTNERSHIPS" shall mean the Partnerships included in the MLP
which were not audited by the Internal Revenue Service.

      "UNITS" shall mean units of limited partnership interest in the MLP.

      "WRAP MORTGAGES" shall mean the mortgages securing the Wrap Notes which
were delivered to the Pension Groups by the Partnerships at the time of the
acquisition of the Property.

      "WRAP NOTES" shall mean the promissory notes secured by the Wrap
Mortgages.

ITEM 2.  PROPERTIES.

      The MLP's Properties consist primarily of shopping centers and free
standing, single tenant retail stores. As of December 31, 1999, the MLP owned
and operated 48 Properties located in 24 states. Approximately 60% of the
Properties are Single Tenant Properties and 40% are Shopping Center
Properties.

      Set forth below are schedules providing information with respect to the
Properties and the indebtedness secured by the Properties. Schedule 1 provides a
description of the Properties and certain tenant information. Schedule 2
provides certain information regarding tenant lease expirations. Schedule 3
provides information regarding the Third Party Underlying Obligations secured by
the Properties.

      Under applicable law, in certain circumstances, the owner or operator of
real property has an obligation to clean up hazardous and toxic substances on
the property. This obligation is often imposed without regard to the timing,
cause or person responsible for such substances on the property. The presence of
such substances on a Property would have an adverse impact on the operating
costs and sale or refinancing of such Property. None of the Properties are
presently the subject of any environmental enforcement actions under any such
statutes, and the General Partners do not have any information or knowledge
about the presence of such substances on any of the Properties. If it is claimed
or determined that such substances do exist on any of such Properties, the MLP
could be subject to such cleanup obligations. The presence of such substances
may make a Property unmarketable or substantially decrease its value. Any
environmental cleanup expenses incurred in connection with a sale would directly
reduce proceeds derived from the sale of the Property.

ITEM 3.  LEGAL PROCEEDINGS.

      The MLP is involved in various claims and legal actions arising in the
ordinary course of property operations. In the opinion of the General Partners,
the ultimate disposition of these matters will not have a material adverse
effect on the MLP's financial position, results of operations or liquidity.

      Ten of the Partnerships combined in the MLP filed for protection under the
provisions of Chapter 11 of the U.S. Bankruptcy Code during the period from 1990
through 1999 following the filing of actions by secured creditors seeking
foreclosure. All of these bankruptcies have been dismissed at the


                                        6
<PAGE>   9
Partnership's motion or the Partnership's bankruptcy plan was confirmed and the
case closed.

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

      Not Applicable.


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<PAGE>   10
SCHEDULE 1

DESCRIPTION OF PROPERTY AND TENANT INFORMATION

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                         TOTAL                AVERAGE
             PROPERTY                                TOTAL                               OCCUPANCY            MINIMUM         RENT
             LOCATION                                GLA                                 RATE                 RENT            PSF
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                                   <C>                 <C>            <C>
Ardmore, OK                                         216,890                               93.3%               $900,528       $4.45
Borger, TX                                           31,750                              100.0%                 29,100       0.92
Bowling Green, OH                                   135,187                               91.9%                377,877       3.04
Cahokia, IL                                          26,000                              100.0%                 24,133       0.93
Chesapeake, VA                                      162,020                              100.0%                402,725       2.49
Clackamas, OR                                        58,543                              100.0%                227,808       3.89
Cottage Grove, MN                                   167,114                               68.5%                921,426       8.05
Crescent City, CA                                    33,000                              100.0%                 60,000       1.82
Dunmore, PA                                          26,475                              100.0%                 78,696       2.97
East Haven, CT                                      155,877                               83.7%                790,694       6.06
Escanaba, MI                                         40,175                              100.0%                114,715       2.86
Fairborn, OH                                        136,555                               94.5%                479,945       3.72
Fairfield, IA                                        33,000                              100.0%                 23,544       0.71
Federal Way,  WA                                     37,560                              100.0%                 45,000       1.20
Fond du Lac, WI                                     194,487                               96.7%                768,635       4.09
Fort Wayne, IN                                      778,500                              100.0%                607,726       0.78
Huntington, WV                                      142,055                               92.5%                378,319       2.88
Huntsville, AL                                      104,000                              100.0%                244,400       2.35
Huron, SD                                            52,030                               55.2%                 70,635       2.46
Hutchinson, MN                                       60,842                              100.0%                229,800       3.78
Independence, MO                                    134,634                               97.2%                369,534       2.82
International Falls, MN                              60,842                              100.0%                237,000       3.90
Kalamazoo, MI                                       120,958                              100.0%                393,495       3.25
Lake Mary, FL                                       107,400                              100.0%                923,640       8.60
Lockport, IL                                        100,838                               98.0%                334,537       3.39
Marquette, MI                                       254,756                               94.5%              1,257,988       5.22
Maryville, MO                                        34,955                               95.0%                114,528       3.45
Menominee, MI                                        82,611                              100.0%                197,848       2.39
New Hope, MN                                        115,492                              100.0%                319,462       2.77
Newberry, SC                                         55,552                              100.0%                194,083       3.49
North Augusta, SC                                   109,134                               18.3%                 63,600       3.19
North Sarasota, FL                                  134,805                              100.0%                534,596       3.97
O' Fallon, MO                                        91,061                              100.0%                351,965       3.87
Oak Lawn, IL                                        163,197                              100.0%                861,912       5.28
Ocala, FL                                           103,964                              100.0%                226,310       2.18
Philadelphia, PA                                    128,006                              100.0%                556,500       4.35
San Mateo, CA                                        84,704                              100.0%                476,546       5.63
Sault Ste. Marie, MI                                 92,650                              100.0%                234,884       2.54
Seven Hills, OH                                     121,677                              100.0%                325,095       2.67
Sparks, NV                                        1,579,000                              100.0%              1,696,878       1.07
Steger, IL                                           87,678                              100.0%                261,013       2.98
Taylorville, IL                                      43,127                              100.0%                362,955       8.42
Urbana, IL                                           55,531                              100.0%                436,536       7.86
Wahpeton, ND                                         49,320                              100.0%                 21,963       0.45
Washington, IA                                       35,600                              100.0%                 24,506       0.69
Waverly, OH                                          55,102                              100.0%                265,504       4.82
Wheelersburg, OH                                    125,958                               71.7%                145,000       1.61
Yazoo City,  MS                                      79,996                               97.9%                192,122       2.45
</TABLE>


                                       8
<PAGE>   11
SCHEDULE 1, CONTINUED

DESCRIPTION OF PROPERTY AND TENANT INFORMATION

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                    MAJOR TENANT INFORMATION
             PROPERTY                                                                     ANNUAL         LEASE
             LOCATION                            NAME                       GLA           RENT        EXPIRATION          OPTIONS
-----------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                                      <C>            <C>            <C>                 <C>
Ardmore, OK                    Hobby Lobby                                 57,120         $106,243        28-Feb-2006      2 / 5 YR
                               Beall                                       25,632           83,304        30-Apr-2005      3 / 5 YR
                               Staples                                     22,720          124,900        28-Feb-2009      4 / 5 YR
                               Goody's Family Clothing                     26,432          218,064        31-Oct-2011      2 / 5 YR
Borger, TX                     Safeway                                     31,750           29,100        31-Aug-2003      6 / 5 YR
Bowling Green, OH              Kmart                                       87,543          224,000        30-Nov-2012     10 / 5 YR
Cahokia, IL                    Goodyear Service Center                     26,000           24,133        28-Feb-2004
Chesapeake, VA                 Kmart                                      162,020          402,725        31-Oct-2005     6 / 10 YR
Clackamas, OR                  Safeway (regional office)                   58,543          227,808        14-Jun-2003      6 / 5 YR
Cottage Grove, MN              Rainbow Foods                               70,130          606,624        11-Jul-2016      6 / 5 YR
Crescent City, CA              Safeway                                     33,000           60,000        31-May-2004      6 / 5 YR
Dunmore, PA                    Price Chopper                               26,475           78,696        30-Nov-2000      4 / 5 YR
East Haven, CT                 V F Factory Outlet                          78,000          386,100        31-May-2002      2 / 5 YR
Escanaba, MI                   Kmart                                       40,175          114,715        30-Sep-2001     10 / 5 YR
Fairborn, OH                   Kmart                                       84,180          268,000        31-Jul-2005      9 / 5 YR
                               Kroger                                      30,975          106,120        31-Mar-2001      4 / 5 YR
Fairfield, IA                  Pamida                                      33,000           23,544        30-Jun-2004      3 / 5 YR
Federal Way,  WA               Safeway                                     37,560           45,000        31-Oct-2003      6 / 5 YR
Fond du Lac, WI                Kmart                                       93,800          267,806        31-Oct-2011     10 / 5 YR
                               Roundy's                                    54,213          162,805        31-Oct-2004      3 / 5 YR
Fort Wayne, IN                 Kmart (distribution center) *              778,500          607,726        15-Nov-2003      6 / 5 YR
Huntington, WV                 Ames                                        85,817          184,000        31-Jul-2003      5 / 5 YR
                               Office Depot                                25,900           98,420        28-Feb-2005      4 / 5 YR
Huntsville, AL                 Kmart                                      104,000          244,400        30-Nov-2010      4 / 5 YR
Huron, SD                      Fairway Foods                               28,720           70,635
Hutchinson, MN                 Kmart                                       60,842          229,800        30-Sep-2006     10 / 5 YR
Independence, MO               Kmart                                      116,799          308,634        31-Mar-2010      5 / 5 YR
International Falls, MN        Kmart                                       60,842          237,000        31-Jul-2006     10 / 5 YR
Kalamazoo, MI                  Kmart                                       84,180          248,770        28-Feb-2005      9 / 5 YR
                               Ace Hardware                                30,650          101,829        26-Jul-2000      3 / 5 YR
Lake Mary, FL                  Builder's Square *                         107,400          923,640        31-Dec-2017     10 / 5 YR
Lockport, IL                   Kmart                                       54,000          133,684        30-Jun-2004     10 / 5 YR
                               Sterk's Super Foods, Inc.                   35,170          121,603        31-May-2006      3 / 5 YR
Marquette, MI                  Kmart                                       85,480          218,657        30-Nov-2004      9 / 5 YR
                               Younker's                                   44,068           92,543        01-Oct-2001      1 /10 YR
                               J.C. Penney                                 33,996          118,286        31-Aug-2009      4 / 5 YR
Maryville, MO                  J.C. Penney                                 22,060           65,502        31-Oct-2001      3 / 5 YR
Menominee, MI                  Kmart                                       82,611          197,848        30-Apr-2010      8 / 5 YR
New Hope, MN                   Kmart                                      115,492          319,462        30-Jun-2012      9 / 5 YR
Newberry, SC                   Kmart *                                     55,552          194,083        30-Jun-2005     10 / 5 YR
North Augusta, SC              Vacant                                      84,000
North Sarasota, FL             Kmart                                       84,180          280,440        30-Nov-2003     10 / 5 YR
                               Bealls                                      40,000          141,040        20-Nov-2003      5 / 5 YR
O' Fallon, MO                  Kmart                                       83,061          279,415        30-Nov-2005     10 / 5 YR
Oak Lawn, IL                   Kmart*                                     104,622          447,150        31-May-2003     10 / 5 YR
                               Jewel Foods                                 58,575          414,762        03-Jan-2004      3 / 5 YR
Ocala, FL                      Kmart                                      103,964          226,310        30-Jun-2002      9 / 5 YR
Philadelphia, PA               Kmart                                       91,033          388,500        31-Mar-2005     10 / 5 YR
                               Acme                                        36,973          168,000        30-Jun-2005      6 / 5 YR
San Mateo, CA                  Kmart                                       84,704          476,546        31-Jan-2005      1 /10 YR
Sault Ste. Marie, MI           Kmart                                       92,650          234,884        30-Sep-2016     10 / 5 YR
Seven Hills, OH                Kmart                                      121,677          325,095        31-Aug-2002      9 / 5 YR
Sparks, NV                     Kmart (distribution center)              1,579,000        1,696,878        12-Dec-2006      7 / 5 YR
Steger, IL                     Kmart                                       87,678          261,013        30-Nov-2010     10 / 5 YR
Taylorville, IL                Kroger                                      27,958          237,761        31-Mar-2007      5 / 5 YR
                               CVS                                         10,069           81,319        31-Mar-2007      5 / 5 YR
Urbana, IL                     Jerry's IGA                                 43,667          370,648        31-Mar-2007      5 / 5 YR
Wahpeton, ND                   Pamida                                      49,320           21,963        30-Jun-2004      3 / 5 YR
Washington, IA                 Pamida                                      35,600           24,506        30-Jun-2004      3 / 5 YR
Waverly, OH                    Kroger                                      38,268          154,558        30-Nov-2004      4 / 5 YR
Wheelersburg, OH               Quality Farm & Fleet                        53,844           53,844        28-Feb-2005      2 / 5 YR
                               Kroger                                      25,168           62,290        31-Jul-2004      3 / 5 YR
Yazoo City,  MS                Miss. Baptist Medical Ctr.                  20,116           47,273        31-May-2000      2 / 5 YR
</TABLE>


*     Tenant is vacant and continues to pay rent under the terms of its lease .


                                        9
<PAGE>   12
SCHEDULE 2

TENANT LEASE EXPIRATIONS

<TABLE>
<CAPTION>
                                                             /------------2000---------------/     /--------------2001-----------/
---------------------------------------------------------    ---------------------------------     -------------------------------
                                                  TOTAL                  NUMBER                    NUMBER
            PROPERTY              TOTAL          MINIMUM       OF        MINIMUM                     OF        MINIMUM
            LOCATION               GLA            RENT       TENANTS       RENT        S.F.        TENANTS      RENT          S.F.
---------------------------------------------------------    ---------------------------------     -------------------------------
<S>                            <C>            <C>            <C>         <C>         <C>           <C>         <C>        <C>
Ardmore, OK                      216,890        $900,528        7         $49,627      19,059         7        $107,612      20,821
Borger, TX                        31,750          29,100
Bowling Green, OH                135,187         377,877        1          19,660      28,194
Cahokia, IL                       26,000          24,133
Chesapeake, VA                   162,020         402,725
Clackamas, OR                     58,543         227,808
Cottage Grove, MN                167,114         921,426        2         158,726      20,223
Crescent City, CA                 33,000          60,000
Dunmore, PA                       26,475          78,696        1          78,696      26,475
East Haven, CT                   155,877         790,694        1          38,400       4,800         1          23,750       2,500
Escanaba, MI                      40,175         114,715                                              1         114,715      40,175
Fairborn, OH                     136,555         479,945        1          63,825       6,900         2         148,120      37,975
Fairfield, IA                     33,000          23,544
Federal Way,  WA                  37,560          45,000
Fond du Lac, WI                  194,487         768,635        1          33,950       4,850         1          24,831       3,375
Fort Wayne, IN                   778,500         607,726
Huntington, WV                   142,055         378,319        1           6,615         735         3          36,666       8,803
Huntsville, AL                   104,000         244,400
Huron, SD                         52,030          70,635
Hutchinson, MN                    60,842         229,800
Independence, MO                 134,634         369,534        1          13,800       3,795         2          16,200       2,400
International Falls, MN           60,842         237,000
Kalamazoo, MI                    120,958         393,495        2         131,818      34,875
Lake Mary, FL                    107,400         923,640
Lockport, IL                     100,838         334,537        1          28,651       3,755
Marquette, MI                    254,756       1,257,988       11         245,902      20,288         8         208,866      61,390
Maryville, MO                     34,955         114,528        1           9,800       2,450         3          90,728      29,499
Menominee, MI                     82,611         197,848
New Hope, MN                     115,492         319,462
Newberry, SC                      55,552         194,083
North Augusta, SC                109,134          63,600
North Sarasota, FL               134,805         534,596                                              3          50,841       3,600
O' Fallon, MO                     91,061         351,965        1          19,500       2,000         1          27,600       3,000
Oak Lawn, IL                     163,208         861,912
Ocala, FL                        103,964         226,310
Philadelphia, PA                 128,006         556,500
San Mateo, CA                     84,704         476,546
Sault Ste. Marie, MI              92,650         234,884
Seven Hills, OH                  121,677         325,095
Sparks, NV                     1,579,000       1,696,878
Steger, IL                        87,678         261,013
Taylorville, IL                   43,127         362,955        1          19,196       2,100         1           2,500
Urbana, IL                        55,531         436,536        1           6,678       1,050         1           8,960       1,400
Wahpeton, ND                      49,320          21,963
Washington, IA                    35,600          24,506
Waverly, OH                       55,102         265,504        1          32,869       4,800         2          20,504       3,000
Wheelersburg, OH                 125,958         145,000        1           6,927       1,600
Yazoo City,  MS                   79,996         192,122        2          59,439      20,116         1          25,728       9,600

---------------------------------------------------------      ------------------------------        -------------------------------
TOTALS                         6,800,619      18,155,705       38       1,024,078     208,065        37         907,621     227,538
---------------------------------------------------------      ------------------------------        -------------------------------

---------------------------------------------------------               ---------------------                   --------------------
ANNUAL % TO TOTAL                 100.0%          100.0%                     5.6%        3.1%                      5.0%        3.3%
---------------------------------------------------------               ---------------------                   --------------------

---------------------------------------------------------               ---------------------                   --------------------
CUMULATIVE %                                                                 5.6%        3.1%                     10.6%        6.4%
---------------------------------------------------------               ---------------------                   --------------------
</TABLE>


                                       10
<PAGE>   13
SCHEDULE 2, CONTINUED

TENANT LEASE EXPIRATIONS

<TABLE>
<CAPTION>
                                                            /-------------2002------------/      /---------------2003-------------/
-------------------------------------------------------     -------------------------------      ---------------------------------
                                               TOTAL                     NUMBER                  NUMBER
            PROPERTY             TOTAL        MINIMUM          OF       MINIMUM                    OF         MINIMUM
            LOCATION              GLA          RENT          TENANTS     RENT        S.F.        TENANTS       RENT            S.F.
-------------------------------------------------------     -------------------------------      ----------------------------------
<S>                            <C>          <C>             <C>         <C>         <C>          <C>          <C>          <C>
Ardmore, OK                      216,890      $900,528         6        $94,467      14,479         1         $44,080         4,425
Borger, TX                        31,750        29,100                                              1          29,100        31,750
Bowling Green, OH                135,187       377,877
Cahokia, IL                       26,000        24,133
Chesapeake, VA                   162,020       402,725
Clackamas, OR                     58,543       227,808                                              1         227,808        58,543
Cottage Grove, MN                167,114       921,426         4         44,600      10,300
Crescent City, CA                 33,000        60,000
Dunmore, PA                       26,475        78,696
East Haven, CT                   155,877       790,694         1        431,600      78,000         2         171,785        14,740
Escanaba, MI                      40,175       114,715
Fairborn, OH                     136,555       479,945
Fairfield, IA                     33,000        23,544
Federal Way,  WA                  37,560        45,000                                              1          45,000        37,560
Fond du Lac, WI                  194,487       768,635         4        132,827      12,275
Fort Wayne, IN                   778,500       607,726                                              1         607,726       778,500
Huntington, WV                   142,055       378,319         2         14,380       1,585         4         225,093        94,352
Huntsville, AL                   104,000       244,400
Huron, SD                         52,030        70,635
Hutchinson, MN                    60,842       229,800
Independence, MO                 134,634       369,534
International Falls, MN           60,842       237,000
Kalamazoo, MI                    120,958       393,495
Lake Mary, FL                    107,400       923,640
Lockport, IL                     100,838       334,537         1         23,000       2,760         1          33,015         3,100
Marquette, MI                    254,756     1,257,988         7        184,636      14,698         2         112,830         6,749
Maryville, MO                     34,955       114,528         1         14,000       1,400
Menominee, MI                     82,611       197,848
New Hope, MN                     115,492       319,462
Newberry, SC                      55,552       194,083
North Augusta, SC                109,134        63,600         1         63,600      19,964
North Sarasota, FL               134,805       534,596         1         40,000       5,000         2         421,480       124,180
O' Fallon, MO                     91,061       351,965         1         26,037       3,000
Oak Lawn, IL                     163,208       861,912                                              1         447,150       104,633
Ocala, FL                        103,964       226,310         1        226,310     103,964
Philadelphia, PA                 128,006       556,500
San Mateo, CA                     84,704       476,546
Sault Ste. Marie, MI              92,650       234,884
Seven Hills, OH                  121,677       325,095         1        318,595     121,677
Sparks, NV                     1,579,000     1,696,878
Steger, IL                        87,678       261,013
Taylorville, IL                   43,127       362,955         1         25,500       3,000
Urbana, IL                        55,531       436,536         2         44,220       7,664
Wahpeton, ND                      49,320        21,963
Washington, IA                    35,600        24,506
Waverly, OH                       55,102       265,504         2         29,740       4,200
Wheelersburg, OH                 125,958       145,000         1         12,360       2,060         1           9,194        14,238
Yazoo City,  MS                   79,996       192,122         2         19,240       3,400         1          12,750         3,000

-------------------------------------------------------  -----------------------------------  --------------------------------------
TOTALS                         6,800,619    18,155,705        39      1,745,112     409,426        19       2,387,010     1,275,770
-------------------------------------------------------  -----------------------------------  --------------------------------------

-------------------------------------------------------              -----------------------                ------------------------
ANNUAL % TO TOTAL                 100.0%        100.0%                     9.7%        6.0%                     13.1%         18.8%
-------------------------------------------------------              -----------------------                ------------------------

------------------------------                                       -----------------------                ------------------------
CUMULATIVE %                                                              20.3%       12.4%                     33.4%         31.2%
------------------------------                                       -----------------------                ------------------------
</TABLE>


                                       11
<PAGE>   14
SCHEDULE 2, CONTINUED

TENANT LEASE EXPIRATIONS

<TABLE>
<CAPTION>
                                                         /----------------2004-----------------/
-------------------------------------------------------  --------------------------------------
                                                TOTAL       NUMBER
            PROPERTY             TOTAL         MINIMUM         OF          MINIMUM
            LOCATION              GLA           RENT        TENANTS         RENT        S.F.
-------------------------------------------------------    ------------------------------------
<S>                            <C>          <C>               <C>        <C>           <C>
Ardmore, OK                      216,890      $900,528         1           $18,488       1,485
Borger, TX                        31,750        29,100
Bowling Green, OH                135,187       377,877
Cahokia, IL                       26,000        24,133         1            24,133      26,000
Chesapeake, VA                   162,020       402,725
Clackamas, OR                     58,543       227,808
Cottage Grove, MN                167,114       921,426         1            39,600      11,000
Crescent City, CA                 33,000        60,000         1            60,000      33,000
Dunmore, PA                       26,475        78,696
East Haven, CT                   155,877       790,694         3            68,420      14,052
Escanaba, MI                      40,175       114,715
Fairborn, OH                     136,555       479,945
Fairfield, IA                     33,000        23,544
Federal Way,  WA                  37,560        45,000
Fond du Lac, WI                  194,487       768,635         3           224,991      60,013
Fort Wayne, IN                   778,500       607,726
Huntington, WV                   142,055       378,319
Huntsville, AL                   104,000       244,400
Huron, SD                         52,030        70,635
Hutchinson, MN                    60,842       229,800
Independence, MO                 134,634       369,534         1            37,650       9,840
International Falls, MN           60,842       237,000
Kalamazoo, MI                    120,958       393,495
Lake Mary, FL                    107,400       923,640
Lockport, IL                     100,838       334,537         1           133,684      54,000
Marquette, MI                    254,756     1,257,988         5           331,572      93,750
Maryville, MO                     34,955       114,528
Menominee, MI                     82,611       197,848
New Hope, MN                     115,492       319,462
Newberry, SC                      55,552       194,083
North Augusta, SC                109,134        63,600
North Sarasota, FL               134,805       534,596
O' Fallon, MO                     91,061       351,965
Oak Lawn, IL                     163,208       861,912         1           414,762      58,575
Ocala, FL                        103,964       226,310
Philadelphia, PA                 128,006       556,500
San Mateo, CA                     84,704       476,546
Sault Ste. Marie, MI              92,650       234,884
Seven Hills, OH                  121,677       325,095
Sparks, NV                     1,579,000     1,696,878
Steger, IL                        87,678       261,013
Taylorville, IL                   43,127       362,955
Urbana, IL                        55,531       436,536
Wahpeton, ND                      49,320        21,963         1
Washington, IA                    35,600        24,506         1
Waverly, OH                       55,102       265,504         1           154,557      38,268
Wheelersburg, OH                 125,958       145,000         1            62,290      25,168
Yazoo City,  MS                   79,996       192,122

-------------------------------------------------------  --------------------------------------
TOTALS                         6,800,619    18,155,705        22         1,570,147     425,151
-------------------------------------------------------  --------------------------------------

-------------------------------------------------------                ------------------------
ANNUAL % TO TOTAL                 100.0%        100.0%                         8.6%        6.3%
-------------------------------------------------------                ------------------------

------------------------------                                         --------------------------
CUMULATIVE %                                                                  42.0%       37.5%
------------------------------                                         --------------------------
</TABLE>



                                       12
<PAGE>   15
SCHEDULE 3


                       THIRD PARTY UNDERLYING OBLIGATIONS

<TABLE>
<CAPTION>
                                                                                                                         PRINCIPAL
            PROPERTY                                                  MORTGAGE       INTEREST                           BALANCE AT
            LOCATION                           MORTGAGEE (S)            TYPE           RATE            DUE DATE         31-DEC-99
-----------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                                       <C>             <C>            <C>                 <C>
Ardmore, OK                 Pacific Life Insurance Company               1st            9.50%          01-Aug-2010        $5,092,431
Borger, TX                  First Oxford Corporation (c)                 1st           10.00%          01-Mar-2005           232,809
Bowling Green, OH           Credit Suisse First Boston (b)               1st            7.05%          31-Jul-2008         2,537,037
Cahokia, IL                 NONE
Chesapeake, VA              John Hancock Real Estate Finance             1st            8.00%          01-Jan-2004         1,146,505
                            Lawrence Kadish                              2nd            9.00%          01-Jan-2006           492,849
Clackamas, OR               First Oxford Corporation                     1st            9.00%          01-Jul-2003         1,145,519
Cottage Grove, MN           IDS Life Insurance (d)                       1st            8.75%          01-Nov-2016         5,607,802
Crescent City, CA           First Oxford Corporation (c)                 1st            9.50%          01-Mar-2005           407,977
Dunmore, PA                 NONE
East Haven, CT              Aetna Life Insurance Company                 1st            8.88%          01-Sep-2005         1,719,928
                            Beal Bank                                    2nd            8.53%          01-Aug-2005         1,132,052
Escanaba, MI                Developers Diversified                       1st            9.75%          01-Nov-2012           826,717
Fairborn, OH                Aetna Life Insurance Company                 1st            9.50%          01-Sep-2004         1,253,259
                            Federal Deposit Insurance Corporation        2nd           10.35%          27-May-2004           790,091
Fairfield, IA               Shopko Stores, Inc.                          1st           10.25%          01-Jul-1999            52,082
Federal Way,  WA            First Oxford Corporation (c)                 1st            9.50%          01-Mar-2005           220,401
Fond du Lac, WI             Associated Commercial Mortgage               1st            8.75%          12-Sep-2002         4,405,337
Fort Wayne, IN              New York Life Insurance Company              1st            8.63%          15-Nov-2003         2,030,866
Huntington, WV              Suburban Capital Markets, Inc. (a)           1st            9.13%          01-Feb-2007         1,689,737
Huntsville, AL              Credit Suisse First Boston (b)               1st            7.05%          31-Jul-2008           700,893
Huron, SD                   Shopko Stores, Inc.                          1st           10.25%          01-Jul-1999            67,496
Hutchinson, MN              Developers Diversified                      Wrap            8.75%          01-Jul-2013         1,811,048
Independence, MO            Credit Suisse First Boston (b)               1st            7.05%          31-Jul-2008         1,589,349
International Falls, MN     Developers Diversified                      Wrap            8.75%          01-Aug-2013         1,869,275
Kalamazoo, MI               New York Life Insurance Company              1st            8.63%          10-Dec-2000           733,901
Lake Mary, FL               Kidder Peabody Mortgage Capital              1st            7.88%          01-Jan-2016         8,374,343
Lockport, IL                Credit Suisse First Boston (b)               1st            7.05%          31-Jul-2008         1,648,581
Marquette, MI               Union Labor Life Insurance Company           1st            7.88%          01-Nov-2003         6,143,087
Maryville, MO               NONE
Menominee, MI               NONE
New Hope, MN                Credit Suisse First Boston (b)               1st            7.05%          31-Jul-2008         1,737,426
Newberry, SC                Western National Life Insurance Co. (c)      1st           13.00%          01-Mar-2005           975,191
North Augusta, SC           NONE
North Sarasota, FL          Credit Suisse First Boston (b)               1st            7.05%          31-Jul-2008         3,158,956
O' Fallon, MO               Credit Suisse First Boston (b)               1st            7.05%          31-Jul-2008         2,309,986
Oak Lawn, IL                Board of Trustees NECA
                                        Pension Benefit Trust Fund       1st            8.50%          30-Jun-2003         2,713,170
Ocala, FL                   B & K Properties                             1st            9.00%          01-Mar-2013         1,604,045
Philadelphia, PA            Equitable Life Assurance Society             1st            9.25%          01-Jun-2010         2,645,137
San Mateo, CA               Meritor Savings Bank                         1st            8.25%          01-Feb-2005         2,003,387
Sault Ste. Marie, MI        EDC County of Chippewa, MI                   1st            6.70%          01-Jan-2007           930,000
Seven Hills, OH             B & K Properties                             1st            9.75%          01-Nov-2012         1,947,496
Sparks, NV                  Prin & Company                               1st            8.60%          12-Dec-2006         5,428,771
                            Teachers Retirement of Texas                 1st            9.75%          12-Dec-2006         3,065,227
                            Bank of Nevada                               1st            8.60%          12-Dec-2006           243,138
Steger, IL                  Credit Suisse First Boston (b)               1st            7.05%          31-Jul-2008         2,250,756
Taylorville, IL             Suburban Capital Markets, Inc. (a)           1st            9.13%          01-Feb-2007         1,457,226
Urbana, IL                  Credit Suisse First Boston (b)               1st            7.05%          31-Jul-2008         2,448,191
Wahpeton, ND                Shopko Stores, Inc.                          1st           10.25%          01-Jul-1999            24,506
Washington, IA              Shopko Stores, Inc.                          1st           10.25%          01-Jul-1999            21,963
Waverly, OH                 Suburban Capital Markets, Inc. (a)           1st            9.13%          01-Feb-2007         1,457,226
Wheelersburg, OH            Equitable Life Assurance Society             1st           10.00%          31-Dec-2000         1,169,274
Yazoo City,  MS             Credit Suisse First Boston (b)               1st            7.05%          31-Jul-2008         1,135,250
</TABLE>


      (a)   Mortgages are cross - collateralized and cross - defaulted

      (b)   Mortgages are cross - collateralized and cross - defaulted

      (c)   Refinanced with Firstrust Bank @ 9.37% on February 4, 2000. As of
            this date, Mortgages are cross - collateralized and cross -
            defaulted

      (d)   Loan is callable on November 1, 2006


                                       13
<PAGE>   16
SCHEDULE 3, CONTINUED

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                            THIRD PARTY UNDERLYING OBLIGATIONS                                                          OWNERSHIP
                                                                                        ANNUAL           BALLOON         INTEREST
            PROPERTY                                                     MORTGAGE        DEBT             DUE AT           FEE/
            LOCATION                           MORTGAGEE (S)               TYPE         SERVICE          EXPIRATION      LEASEHOLD
-----------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                                          <C>          <C>               <C>             <C>
Ardmore, OK                 Pacific Life Insurance Company                  1st          $694,308         $1,275,803        Fee
Borger, TX                  First Oxford Corporation (c)                    1st            29,100             87,285        Fee
Bowling Green, OH           Credit Suisse First Boston (b)                  1st           206,220          2,207,962        Fee
Cahokia, IL                 NONE                                                                                            Fee
Chesapeake, VA              John Hancock Real Estate Finance                1st           334,776                  0     Leasehold
                            Lawrence Kadish                                 2nd            44,356                  0
Clackamas, OR               First Oxford Corporation                        1st           227,100            637,586        Fee
Cottage Grove, MN           IDS Life Insurance (d)                          1st           636,272            105,663        Fee
Crescent City, CA           First Oxford Corporation (c)                    1st            60,000            180,014        Fee
Dunmore, PA                 NONE                                                                                         Leasehold
East Haven, CT              Aetna Life Insurance Company                    1st           381,258                  0        Fee
                            Beal Bank                                       2nd           116,716            985,836
Escanaba, MI                Developers Diversified                          1st           112,032             19,146        Fee
Fairborn, OH                Aetna Life Insurance Company                    1st           329,406                  0     Leasehold
                            Federal Deposit Insurance Corporation           2nd            88,044            751,017
Fairfield, IA               Shopko Stores, Inc.                             1st            23,549             52,080        Fee
Federal Way,  WA            First Oxford Corporation (c)                    1st            45,000            135,011        Fee
Fond du Lac, WI             Associated Commercial Mortgage                  1st           488,701          4,085,686        Fee
Fort Wayne, IN              New York Life Insurance Company                 1st           605,724                  0        Fee
Huntington, WV              Suburban Capital Markets, Inc. (a)              1st           177,949          1,454,799        Fee
Huntsville, AL              Credit Suisse First Boston (b)                  1st            56,976            609,982     Leasehold
Huron, SD                   Shopko Stores, Inc.                             1st            30,512             67,496        Fee
Hutchinson, MN              Developers Diversified                         Wrap           229,632                  0        Fee
Independence, MO            Credit Suisse First Boston (b)                  1st           129,192          1,383,198        Fee
International Falls, MN     Developers Diversified                         Wrap           236,250                  0        Fee
Kalamazoo, MI               New York Life Insurance Company                 1st           283,500            524,638     Leasehold
Lake Mary, FL               Kidder Peabody Mortgage Capital                 1st           919,440                  0        Fee
Lockport, IL                Credit Suisse First Boston (b)                  1st           134,004          1,434,746        Fee
Marquette, MI               Union Labor Life Insurance Company              1st           615,161          5,542,557     Leasehold
Maryville, MO               NONE                                                                                         Leasehold
Menominee, MI               NONE                                                                                         Leasehold
New Hope, MN                Credit Suisse First Boston (b)                  1st           141,216          1,512,067        Fee
Newberry, SC                Western National Life Insurance Co. (c)         1st           189,900            569,688        Fee
North Augusta, SC           NONE                                                                                         Leasehold
North Sarasota, FL          Credit Suisse First Boston (b)                  1st           256,764          2,749,213        Fee
O' Fallon, MO               Credit Suisse First Boston (b)                  1st           187,764          2,010,362        Fee
Oak Lawn, IL                Board of Trustees NECA
                                        Pension Benefit Trust Fund          1st           433,810          1,888,273     Leasehold
Ocala, FL                   B & K Properties                                1st           217,350                  0        Fee
Philadelphia, PA            Equitable Life Assurance Society                1st           395,220                  0     Leasehold
San Mateo, CA               Meritor Savings Bank                            1st           474,046                  0     Leasehold
Sault Ste. Marie, MI        EDC County of Chippewa, MI                      1st           131,320                  0        Fee
Seven Hills, OH             B & K Properties                                1st           263,917             66,537     Leasehold
Sparks, NV                  Prin & Company                                  1st         1,040,954                  0        Fee
                            Teachers Retirement of Texas                    1st           609,303                  0
                            Bank of Nevada                                  1st            46,621                  0
Steger, IL                  Credit Suisse First Boston (b)                  1st           182,952          1,958,814        Fee
Taylorville, IL             Suburban Capital Markets, Inc. (a)              1st           153,404          1,254,615        Fee
Urbana, IL                  Credit Suisse First Boston (b)                  1st           198,996          2,130,640        Fee
Wahpeton, ND                Shopko Stores, Inc.                             1st            24,504             65,091        Fee
Washington, IA              Shopko Stores, Inc.                             1st            21,960             48,581        Fee
Waverly, OH                 Suburban Capital Markets, Inc. (a)              1st           153,404          1,254,615        Fee
Wheelersburg, OH            Equitable Life Assurance Society                1st           116,927          1,169,274        Fee
Yazoo City,  MS             Credit Suisse First Boston (b)                  1st            92,280            987,998        Fee
</TABLE>



      (a)   Mortgages are cross - collateralized and cross - defaulted

      (b)   Mortgages are cross - collateralized and cross - defaulted

      (c)   Refinanced with Firstrust Bank @ 9.37% on February 4, 2000. As of
            this date, Mortgages are cross - collateralized and cross -
            defaulted

      (d)   Loan is callable on November 1, 2006


                                       14
<PAGE>   17
                                    PART II


ITEM 5.  MARKET PRICE FOR THE REGISTRANT'S COMMON
         EQUITY AND RELATED STOCKHOLDER MATTERS.

            I.    NO TRADING MARKET

      There is no trading market for the Units in the MLP. MLP Units are not
transferable except by will, inheritance or operation of law. To date no
transfers other than those by will, inheritance and operation of law have been
permitted.

      In addition, the Partnership Agreement places additional restrictions on
the transferability of the Units. The Limited Partners of the MLP are prohibited
from selling their Units unless such sale is at the Managing General Partner's
direction, is accomplished in a single transaction involving all Limited
Partners' interests to a single purchaser, and is accomplished simultaneously
with the sale of the Equity General Partner's interest in the MLP.

      As of December 31, 1999, there were 97,752 Units outstanding held by
approximately 2,600 Limited Partners.


            II.   DISTRIBUTIONS OF CASH FLOW FROM OPERATIONS

      The MLP may make annual distributions to its partners in an aggregate
amount equal to its Cash Flow from Operations. It is not anticipated that the
MLP will be in a position to distribute Cash Flow from Operations to its
partners in the foreseeable future.

      The MLP may not reinvest Cash Flow from Operations in additional real
estate investments.


            III.  PROCEEDS OF SALES DISTRIBUTIONS

      The Proceeds of Sales of the Properties may not be reinvested in
additional real properties, except as permitted with respect to transactions
that are non-taxable in whole or in substantial part under Section 1031 or 1033
of the Internal Revenue Code. The Proceeds of Sales of the Properties, after
payment of related expenses and indebtedness and provision for reasonable
reserves, will be available for MLP purposes, including paying Debt Service or
providing for Capital Improvements with respect to other Properties owned by the
MLP. All proceeds not utilized for MLP purposes will, after making the payments
required by the Restructuring Agreement with respect to the Wrap Mortgages, be
distributed to the partners of the MLP.

      The Restructuring Agreement provides for a sharing of cash from the
Proceeds of Sales of the Properties after repayment of the Third Party
Underlying Obligations once the net Proceeds of Sale of the Properties exceed
the Threshold Amount. Additionally, the Limited Partners of the MLP receive 40%
of the Cash Flow from Operations, if any, in excess of Debt Service and any
Capital Improvements and Reserves as considered necessary. The remaining cash
flow, if any, is applied to the Wrap Mortgages in payment of accrued interest
and then principal.

      The MLP has not made any Proceeds of Sales Distributions to its partners
since its organization.


            IV.  CERTAIN INCOME TAX CONSIDERATIONS

      A.  RECOGNITION OF GAIN

      It is anticipated that any future forgiveness of Wrap Mortgages, if any,
and the potential of selling Properties, which are owned by Unaudited
Partnerships, and applying sales proceeds to make payments on the Wrap Mortgages
may require the Limited Partners to report substantial taxable income when the
Properties are sold without the corresponding receipt of any cash proceeds
therefrom (unless and until the Threshold Amount has been exceeded).

      Limited Partners are allocated their share of the MLP's taxable income and
gain even if they receive no cash distributions from the MLP with which to pay
any resulting tax liability, and will be allocated their share of the MLP's tax
losses, including depreciation deductions. It is anticipated that the MLP will
generate gradually increasing amounts (which will ultimately be substantial) of
taxable income, inasmuch as interest expense and depreciation expense are
gradually decreasing each year.


                                       15
<PAGE>   18
      As and when the Properties are sold or otherwise disposed of (and whether
or not any cash is distributed to Limited Partners in respect of such sales),
all taxable income will be allocated among those Limited Partners who were
partners in the Partnership which owned the Property prior to the Consolidation
up to the amount by which the fair market value of such Properties exceeded
their adjusted basis at the time of contribution to the MLP (gain in excess of
such amounts will be allocated ratably among all Limited Partners). This rule
does not apply to tax-free exchanges except to the extent of cash or "other
property" received.

      B.  TREATMENT OF DISTRIBUTIONS BY THE MLP

      Cash distributions made to a Limited Partner are not, per se, taxable;
rather, they represent a return of capital up to the amount of his adjusted
basis in his interest in the MLP. A return of capital generally does not result
in any recognition of gain or loss for federal income tax purposes, but reduces
the recipient's adjusted basis in his investment. Certain partners whose returns
were audited and adjusted (in connection with their investment in NPA sponsored
limited partnerships) may have signed a closing agreement with the Internal
Revenue Service ("IRS"); pursuant to the terms of such closing agreement, their
tax treatment may vary from the foregoing; such partners are urged to consult
with their own tax advisors with respect to this issue.

      Distributions, if any, in excess of a Limited Partner's adjusted basis in
his MLP interest immediately prior thereto will result in the recognition of
gain to that extent. Except in the unlikely event that the MLP is treated for
tax purposes as a "dealer" in real property, such gain generally should be
capital gain.

      C.  OPERATING INCOME (LOSS) OF THE MLP

      Each Limited Partner will receive an annual Schedule K-1 (U.S. Form 1065)
to indicate his share of the MLP's taxable income (loss) for each tax year. Such
income (loss), rather than the distributions described in Part B above, is
reportable by the Limited Partner. Since any loss generated by the MLP is, with
respect to Limited Partners, a passive loss, the deductibility of such loss is
governed by Section 469, Internal Revenue Code of 1986, and may be limited
thereby.

      Certain Partnerships were audited by the IRS (the "Audited Partnerships")
and the partners thereof executed an agreement relating to their past and future
federal tax liability (the "Closing Agreement"). The foregoing paragraph applies
to those investors who have not signed a Closing Agreement with IRS with respect
to their Units. As to those Limited Partners who have signed such a Closing
Agreement, the appropriate tax treatment may differ from the foregoing and is
governed by the Closing Agreement. Again, each affected Limited Partner is urged
to consult with his own tax advisors on this issue.


                                       16
<PAGE>   19
ITEM 6.  SELECTED FINANCIAL DATA

      The following is selected financial data for the MLP for the five years
ended December 31, 1999 derived from the audited financial statements of the MLP
prepared in conformity with generally accepted accounting principles. The
selected financial data set forth below should be read in conjunction with
"Managements Discussion and Analysis of Financial Condition and Results of
Operations" and with the Combined Financial Statements of the MLP and the notes
thereto included elsewhere in this Form 10-K.


                             Year Ended December 31
                      (In Thousands, except per unit data)

<TABLE>
<CAPTION>
                                              1999               1998               1997               1996               1995
                                           ---------          ---------          ---------          ---------          ---------
<S>                                        <C>                <C>                <C>                <C>                <C>
INCOME:
Rental income                              $  19,533          $  21,782          $  22,876          $  23,984          $  23,976
Other charges to tenants                       5,563              6,682              6,884              6,819              9,849
Interest income                                  228                200                136                129                299
Other income                                     150                 62                 97                 --                 --
                                           ---------          ---------          ---------          ---------          ---------
TOTAL INCOME                                  25,474             28,726             29,993             30,932             34,124
                                           ---------          ---------          ---------          ---------          ---------


OPERATING EXPENSES:
Interest expense                              16,596             18,035             23,038             23,054             23,770
Other operating expenses                       9,125              9,886             11,797             12,365             12,173
Depreciation and
 amortization                                  7,301              8,141              8,865              8,839              8,885
                                           ---------          ---------          ---------          ---------          ---------
Total operating expenses                      33,022             36,062             43,700             44,258             44,828
                                           ---------          ---------          ---------          ---------          ---------
OPERATING LOSS                                (7,548)            (7,336)           (13,707)           (13,326)           (10,704)
                                           ---------          ---------          ---------          ---------          ---------

OTHER EXPENSES:
Net (loss) gain on
 disposition of properties                    (3,415)           (11,894)              (866)               454                103
Write down of rental
 property                                         --                 --             (1,000)            (1,100)                --
                                           ---------          ---------          ---------          ---------          ---------
LOSS BEFORE EXTRAORDINARY
 ITEM                                        (10,963)           (19,230)           (15,573)           (13,972)           (10,601)
                                           ---------          ---------          ---------          ---------          ---------
EXTRAORDINARY ITEM:
Forgiveness of wraparound
 mortgages payable on
 disposition of properties                     4,240             51,183                373                493                 12
                                           ---------          ---------          ---------          ---------          ---------
NET (LOSS) INCOME                          $  (6,723)         $  31,953          $ (15,200)         $ (13,479)         $ (10,613)
                                           =========          =========          =========          =========          =========

PER UNIT DATA:
Operating loss                             $  (77.22)         $  (74.05)         $ (137.07)         $ (133.26)         $ (107.04)
                                           =========          =========          =========          =========          =========
Net (loss) income                          $  (68.78)         $  322.55          $ (152.00)         $ (134.79)         $ (106.13)
                                           =========          =========          =========          =========          =========

Weighted average units
 outstanding                                  97,752             99,063            100,000            100,000            100,000
                                           =========          =========          =========          =========          =========

ASSETS:
Rental property - net                      $ 116,667          $ 127,093          $ 151,286          $ 161,874          $ 168,945
Other assets                                   7,420              7,811              4,199              6,423              7,294
                                           ---------          ---------          ---------          ---------          ---------
TOTAL ASSETS                               $ 124,087          $ 134,904          $ 155,485          $ 168,297          $ 176,239
                                           =========          =========          =========          =========          =========


LIABILITIES AND PARTNERS' DEFICIT:
Wraparound mortgages
 payable less
 unamortized discount(1)                   $ 144,223          $ 149,265          $ 198,662          $ 196,928          $ 193,835
Other liabilities                              8,205              7,257             10,394              9,740              7,296
                                           ---------          ---------          ---------          ---------          ---------
Total liabilities                          $ 152,428          $ 156,522            209,056            206,668            201,131
Partners' deficit                            (28,341)           (21,618)           (53,571)           (38,371)           (24,892)
                                           ---------          ---------          ---------          ---------          ---------

TOTAL LIABILITIES AND
 PARTNERS' DEFICIT                         $ 124,087          $ 134,904          $ 155,485          $ 168,297          $ 176,239
                                           =========          =========          =========          =========          =========
</TABLE>

------------------------------

      (1)   Unamortized discount is based on imputed interest at 12%.


                                       17
<PAGE>   20
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

      The following discussion should be read in conjunction with the MLP's
combined financial statements and notes thereto appearing elsewhere in this
Report.


            I.  LIQUIDITY AND CAPITAL RESOURCES

      A.  GENERAL

      As previously noted, the Properties owned by the MLP are encumbered by the
Wrap Mortgages. As a result of the Restructuring, the Debt Service on the Wrap
Mortgages was adjusted to be the same as the 1990 debt service required on the
Third Party Underlying Obligations. The MLP's ability to meet its obligations on
the Wrap Mortgages is dependent on the Properties generating sufficient cash
flow to meet the Debt Service.

      B.  THIRD PARTY DEBT SERVICE

      As of December 31, 1999, the Third Party Underlying Obligations were
current for all the Properties except for the properties located in Borger,
Texas; Crescent City, California; Fairfield, Iowa; Federal Way, Washington;
Huron, South Dakota; Wahpeton, North Dakota; and Washington, Iowa. In February
2000, the MLP refinanced the Third Party Underlying Obligations on the Borger,
Crescent City and Federal Way properties. See "D. Loan Obligations" for further
discussion of the Fairfield, Huron, Wahpeton and Washington properties.

      As of December 31, 1999, the net book value and net Wrap Mortgage balance
for these Properties were as follows:

<TABLE>
<CAPTION>
Property            Net Book Value     Net Wrap Mortgage Balance
--------            --------------     -------------------------
<S>                 <C>                <C>
Fairfield             $  263,000             $  244,000
Huron                    340,000                316,000
Wahpeton                 329,000                304,000
Washington               245,000                228,000
</TABLE>

      C.  WORKING CAPITAL

      As of December 31, 1999, the MLP has working capital of approximately
$495,000 excluding amounts due to the Managing General Partner and the Pension
Groups of $796,000 and $189,000, respectively. The MLP's operating budget for
2000 projects a cash deficit of approximately $95,000. Consequently, the MLP
does not have sufficient reserves to satisfy balloon loan obligations with
respect to the Third Party Underlying Obligations. The Partnership Agreement and
the Restructuring Agreement do not permit the Third Party Underlying Obligations
to be refinanced in order to provide working capital to create a working capital
reserve. The Managing General Partner may, in its discretion, create a reserve
in light of anticipated costs or other economic contingencies.

      To date, the MLP has replenished its working capital reserves through the
sale of Properties. This has occurred when holders of the Second Mortgage and
Wrap Mortgage have released their liens on Properties which have been sold,
notwithstanding that pursuant to the terms of the Restructuring Agreement the
proceeds were payable to the holders of the Second Mortgage and the Wrap
Mortgage. They have agreed in certain instances to release their liens and
provide proceeds from the sale to the MLP because their mortgages are
cross-collateralized against all of the Properties and because the proceeds from
the sale of such Properties have been utilized for the remaining Properties.
Although the Second Mortgage and Wrap Mortgage lenders are not obligated to
subordinate or release their mortgages, their continued cooperation in this
regard is expected. As of December 31, 1999, the Managing General Partner has
advanced approximately $796,000 to the MLP. The General Partners do not have the
financial wherewithal to continue to advance funds to the MLP and the Managing
General Partner may in fact require the repayment of the advances for its own
operational needs. As a result, it may be necessary for the MLP to sell
Properties.

      D.  LOAN OBLIGATIONS

      As of December 31, 1999 the Third Party Underlying Obligations for the
Fairfield, Huron, Wahpeton and Washington properties have matured and had
balloon payments due. The Third Party Underlying Obligations that have matured
relating to these properties are as follows: Fairfield - $52,000; Huron -
$67,000; Wahpeton - $65,000; and Washington - $49,000. These properties are
encumbered by the same mortgage and the Fairfield, Wahpeton and Washington
properties were leased to the same tenant as of December 31, 1999. This tenant
is seeking to enforce a provision of its lease whereby the MLP, as


                                       18
<PAGE>   21
landlord, would be required to convey all four of the properties at a price
defined in the lease. The MLP disputes this interpretation of the lease and in
July 1999, filed an action for declaratory judgment in the United States
District Court for the Eastern District of Pennsylvania to resolve this matter.
If the MLP were required to convey these four properties, it would result in a
loss on disposition of properties of approximately $85,000.

      With respect to the year ending December 31, 2000, Third Party Underlying
Obligations for the Kalamazoo ($525,000) and Wheelersburg ($1,169,000)
properties are scheduled to mature.

      Although all the Third Party Underlying Obligations on which balloons have
become due to date have been refinanced there can be no assurance that loan
extensions will be successfully negotiated with the lenders holding the Third
Party Underlying Obligations on these Properties. See "Item 2. Properties."

      E.  CAPITAL REQUIREMENTS

      The average age of the Properties owned by the MLP is in excess of 20
years. Due to the age of the Properties, there is a continuing need for capital
expenditures in order to properly maintain the Properties. At December 31, 1999,
the MLP was obligated for approximately $278,000 of capital commitments which
were primarily for roof repair and replacement. The 2000 operating budget for
the Properties provides for approximately $734,000 in capital repair reserves.

      During 1999, the MLP completed remodeling and other renovations to the
Ardmore property in order to refit the premises for a new anchor tenant. The
cost of these improvements was approximately $874,000.

      During 1999, the MLP had two outstanding lines of credit with E&H
Properties, Inc., an affiliate of NPA, ("E&H") under which E&H would advance up
to $1.25 million to the MLP for purposes of making Capital and Tenant
Improvements (the "MLP Lines"). The MLP Lines include a $1,000,000 line of
credit (the "Jefferson Line") and a $250,000 line of credit (the "Firstrust
Line"). Pursuant to the MLP Lines, the obligation of E&H to make advances to the
MLP is at all times in the sole and absolute discretion of E&H. At December 31,
1999, there were $770,000 of advances under the MLP Lines.

      Amounts advanced pursuant to the Jefferson Line bear interest at the rate
of 1% above "E&H Borrowing Rate" (as defined below, currently 10.25%). Amounts
advanced pursuant to the Jefferson Line are not directly secured by any
collateral. However, the East Haven, Connecticut property has been pledged to
secure a line of credit extended to E&H by Jefferson Bank of Philadelphia,
Pennsylvania ("Jefferson Bank") which will enable E&H to fund the Jefferson Line
in order to finance Capital and Tenant Improvements (the E&H Line"). In
accordance with the terms of the E&H Line, the MLP has granted a security
interest in and assigned a deed-in-lieu of foreclosure with respect to the East
Haven property to Jefferson Bank (the "East Haven Security").

      At December 31, 1999, the E&H Line permitted E&H to borrow up to
$2,000,000 which it can loan to the MLP and can use for E&H's general working
capital.

      Pursuant to the promissory note executed with respect to the E&H Line (the
"Jefferson Note"), the amounts advanced pursuant to the Jefferson Note bear
interest at a rate equal to .25% per annum in excess of the "Base Rate" of
Jefferson Bank (the "E&H Borrowing Rate"). The current E&H Borrowing Rate is
10.25%.

      The Jefferson Note is secured by an assignment of certain Wrap Notes and
Second Mortgages, the East Haven Security and certain Guaranty and Suretyship
Agreements executed by EBL&S, Inc., EBL&S Property Management, Inc., National
Property Analysts Partners and Edward B. Lipkin. Additionally, the Jefferson
Note contains a confession of judgment against the borrower.

      The Jefferson Note provides for certain events of default. In addition to
providing for an event of default arising from a failure to pay principal and
interest on the E&H Line when due, the Jefferson Note provides that Jefferson
Bank may declare a default if, in its sole discretion, it determines that it is
insecure with respect to any of the collateral or the ability of E&H or any
other obligor to perform all of its obligations under the Jefferson Note or any
of the other loan documents. The loan and security agreement executed by E&H in
connection with the E&H Line (the "Jefferson Loan and Security Agreement")
provides that upon the occurrence of an event of default, Jefferson Bank will
have the right to sell the East Haven property and apply the proceeds of the
sale to payment of all amounts due pursuant to the Jefferson Note, the Jefferson
Loan and Security Agreement or the other loan documents in such order of
priority as Jefferson Bank may determine in its sole discretion.


                                       19
<PAGE>   22
      Amounts advanced pursuant to the Firstrust Line bear interest at the Prime
Rate as published in the Wall Street Journal's "Money Rates" section. Amounts
advanced pursuant to the Firstrust Line are secured by a $250,000 mortgage and
an assignment of rents and leases on the property in Sault Ste. Marie, Michigan.

      In 1999, E&H secured a line of credit with Firstrust Bank of Conshohocken,
PA ("Firstrust Bank"), which will enable E&H to fund the Firstrust Line in order
to finance Capital and Tenant Improvements (the "E&H Firstrust Line").

      At December 31, 1999, the E&H Firstrust Line permitted E&H to borrow up to
$2,500,000 which it can loan to the MLP and can use for E&H's general working
capital.

      Pursuant to the promissory note executed with respect to the E&H Firstrust
Line (the "Firstrust Note"), the amounts advanced pursuant to the Firstrust Note
bear interest at the Prime Rate as published in the Wall Street Journal's "Money
Rates" section (the "E&H Firstrust Borrowing Rate"). The current E&H Firstrust
Borrowing Rate is 8.50%.

      The Firstrust Note is secured by an assignment of certain Wrap Notes and
Second Mortgages and certain Guaranty and Suretyship Agreements executed by
EBL&S Property Management, Inc. and Edward B. Lipkin.  Additionally, the
Firstrust Note contains a confession of judgment against E&H and the Guaranty
and Suretyship Agreements contain a confession of judgment against EBL&S
Property Management, Inc. and Edward B. Lipkin.

      At December 31, 1999, $770,000 has been advanced under the MLP Lines and
borrowed under the E&H Firstrust Line, respectively.


      F.  TENANT IMPROVEMENTS

      The current retail rental market is such that proposed tenants for vacant
space and those tenants whose leases are scheduled for renewal are aware of the
pressure landlords are under to obtain and keep tenants and in certain instances
are able to negotiate lease terms at reduced rental rates. Many of these tenants
insist on substantial tenant improvement contributions from landlords. In the
event that the tenants pay for their own improvements, they may pay a
correspondingly lower rental rate than they would otherwise pay or are allowed
rental abatements during the term of their leases. For the year ending December
31, 1999, approximately $34,000 was provided to tenants in rental abatements.


            II.  RESULTS OF OPERATIONS

      A.  PROPERTY DISPOSITIONS DURING FISCAL 1999

      During 1999, the Minot, North Dakota property was sold in a transaction
structured to be a tax-free exchange in accordance with Section 1031 of the
Internal Revenue Code. The MLP has identified the property to be acquired in
this transaction and anticipates completing the purchase in the second quarter
of 2000. In addition, a portion of the Cahokia, Illinois property was sold; and
a portion of the Cahokia, Illinois property was transferred to the holder of the
Third Party Underlying Obligation in accordance with the terms of the plan of
reorganization of Cahokia Associates. Proceeds, if any, were used to pay off the
Third Party Underlying Obligations and pay down the Wrap Mortgages. In addition,
any remaining balances due on the Third Party Underlying Obligations and Wrap
Mortgages were either assumed or forgiven by the holder of the respective
mortgages. The disposition of these properties may result in tax liability to
those who had been Limited Partners in the Partnerships which owned the
property. See "Item 5. Market Price for the Registrant's Common Equity and
Related Stockholder Matters - Certain Income Tax Consequences - Recognition of
Gain."


      B.  FORGIVENESS OF WRAP MORTGAGES DURING FISCAL 1998

      During 1998, MLPG agreed to the forgiveness of $98,239,000 of Wrap
Mortgages with related discounts of $59,677,000, of which $13,908,000 of Wrap
Mortgages with related discounts of $4,441,000 were written off with the
dispositions of the East Meadow and Las Vegas properties during the 1st half of
1998. In addition, MLPG agreed to the forgiveness of $1,954,000 which was due to
MLPG for past due payments. The aggregate of $31,049,000 is included in
"Forgiveness of wraparound mortgages payable on disposition of properties."

      Through December 31, 1997, MLPG had forgiven the Wrap Mortgages remaining
after the disposition of Properties which were owned by Audited Partnerships. In
1998 MLPG agreed to forgive certain Wrap Mortgages remaining after the
disposition of Properties which were owned by Unaudited


                                       20
<PAGE>   23
Partnerships. For the year ended December 31, 1998, Wrap Mortgages of
approximately $36,523,000 with related discounts of $16,389,000 were forgiven in
connection with various Property dispositions. The aggregate of $20,134,000 is
in "Forgiveness of wraparound mortgages payable on disposition of properties."
The forgiveness of these Wrap Mortgages may result in tax liabilities to those
who had been Limited Partners in the Partnerships which had the Wrap Mortgages
forgiven. See "Item 5. Market Price for the Registrant's Common Equity and
Related Stockholder Matters - Certain Income Tax Consequences - Recognition of
Gain."

      As noted above, during 1998, MLPG forgave the remainder of the $98,239,000
of wraparound mortgage obligations with related discounts of $59,677,000 on 14
properties previously owned by the MLP as it was unlikely that these obligations
would ultimately be repaid. After consultation with the MLP's outside tax
counsel and independent public accountants, the MLP structured the transaction
to minimize the tax effect of such a write-off to the limited partners as a
whole. As a result of this debt forgiveness, certain limited partners of the MLP
(those who were originally limited partners in the limited partnerships which
owned these 14 properties) (the "Affected Limited Partners") will recognize
taxable income in 1998, allocated among the Affected Limited Partners in varying
amounts in proportion to their interests in the original partnerships. Affected
Limited Partners may apply any suspended passive losses they may have from prior
years against their allocable share of such income.

      Affiliates of the Managing General Partner ("Affiliates") had acquired in
1995 an option to purchase certain of the Wrap Mortgages from MLPG. In
anticipation of this acquisition and in order to prevent potential adverse tax
consequences described below, Affiliates had to divest themselves of their
interests in the MLP. Therefore, on August 1, 1998, Affiliates assigned their
entire economic interest as limited partners to the MLP in exchange for the
MLP's interest in Mountain View Mall Associates ("Mountain View"). Affiliates
have agreed to hold one of Mountain View's two properties (the "Ardmore
Property") in trust for the MLP, with all benefits of ownership of the Ardmore
Property accruing to the MLP. Affiliates will also remit a portion of sales
proceeds in excess of related debt, if any, of Mountain View's other property
(the "Trenton Property") to the MLP. The debt on the Trenton Property greatly
exceeds the anticipated sales price for this property. Because Affiliates
assigned their interests to the MLP before MLPG effectively forgave the Wrap
Mortgages as described above, the Affected Limited Partners will have an
additional tax liability which is not expected to be significant. Such liability
may be offset by any suspended passive losses available to such partner.

      During 1998, Affiliates exercised their option to purchase certain Wrap
Mortgages from MLPG. These obligations remain outstanding, with no economic
change to the MLP. If the Affiliates had remained as either general or limited
partners of the MLP, the partners might have been required to recognize
substantial current income (without corresponding cash distributions) and
further, the MLP's ability to deduct future losses, if any, could have been
called into question. This could have effectively eliminated the tax basis of
all partners in the MLP. To prevent this result, Affiliates assigned their
interests in the MLP as described above.

      The net effect of this series of transactions for the MLP was to reduce
the MLP's Wrap Mortgages by $120,854,000 with related discounts of $71,625,000,
to reduce the number of outstanding Units of the MLP by the 2,248 Units formerly
owned by Affiliates (2.25% of the outstanding Units ) and, as to the Affected
Limited Partners, to recognize certain amounts of ordinary income for tax
purposes.

      C.  FULL FISCAL YEARS

      Over the five year period ended December 31, 1999, the MLP disposed of 14
Properties. The number of Properties owned and disposed of by year are as
follows:

<TABLE>
<CAPTION>
                              1999     1998     1997     1996     1995
                              ----     ----     ----     ----     ----
<S>                           <C>      <C>      <C>      <C>      <C>
Beginning of year              49       56       57       60       62
Properties disposed             1        7        1        3        2
                               --       --       --       --       --
End of year                    48       49       56       57       60
                               ==       ==       ==       ==       ==
</TABLE>


      The disposition of Properties resulted in "Net (loss) gain on disposition
of properties" and "Forgiveness of wraparound mortgages payable on disposition
of properties" as reflected in the financial statements.


                                       21
<PAGE>   24
      The following table reflects the operating results for the MLP for the
years ended December 31, 1999, 1998, 1997, 1996 and 1995, excluding the
operating results for 14 Properties that were disposed during the five year
period. The table is presented in order to facilitate an understanding of the
operating results and trends of the MLP.

<TABLE>
<CAPTION>
                              1999              1998              1997              1996              1995
                            --------          --------          --------          --------          --------
<S>                         <C>               <C>               <C>               <C>               <C>
INCOME:

Rental income               $ 18,277          $ 18,054          $ 17,805          $ 17,782          $ 17,312
Other charges
 to tenant                     5,427             5,461             5,610             5,291             8,521
Interest income                  210               200               128               112               292
Other income                     150                62                97                --                --
                            --------          --------          --------          --------          --------

TOTAL INCOME                  24,064            23,777            23,640            23,185            26,125
                            --------          --------          --------          --------          --------


OPERATING EXPENSES:

Interest expense              11,638            11,361            14,389            14,344            14,299
Other operating
 expenses                      9,270             9,667             9,615             9,370             9,258
Depreciation and
 amortization                  6,987             7,141             7,046             6,853             6,756
                            --------          --------          --------          --------          --------
TOTAL OPERATING
 EXPENSES                     27,895            28,169            31,050            30,567            30,313
                            --------          --------          --------          --------          --------
OPERATING LOSS              $ (3,831)         $ (4,392)         $ (7,410)         $ (7,382)         $ (4,188)
                            ========          ========          ========          ========          ========
</TABLE>


      The fluctuations in "Rental Income" between years has been modest and did
not exceed 2.7% for any of the years presented. This is consistent with the
Property portfolio which has a significant portion of space rented to Anchor
Tenants under long term leases. In 1998 and 1997, there were $257,000 and
$244,000 increases in percentage rental income, respectively.

      In 1995, the MLP received approximately $2,400,000 in proceeds from tenant
lease terminations. In 1996, real estate tax recoveries decreased by
approximately $700,000 and there were no substantial proceeds from tenant lease
terminations.

      Prior to 1997, certain advances were made by the MLP to MLPG. Interest
income was earned on these advances and on available funds which were invested.
The changes in interest income from 1995 through 1996 were due to a decrease
during this period in advances to MLPG. The changes in interest income after
1996 were due to an increase in Reserves for Capital and Tenant Improvements.

      The Properties are financed by long term fixed rate debt and consequently
there was virtually no fluctuation in interest expense from 1995 through 1997.
During 1998, $84,331,000 of Wrap Mortgages were forgiven on properties
previously owned by Unaudited Partnerships resulting in a substantial decrease
in interest expense between 1997 and 1998.

      The increases in depreciation and amortization between 1995 and 1999 are
due to capital improvements. The net decrease between 1998 and 1999 was due to
adjustments to the estimated useful lives of certain tenant improvements where
the tenant had vacated prior to December 31, 1998.


            III.  YEAR 2000

      The MLP has not encountered difficulties to date with respect to the year
2000 millennium change, either internally or with third parties. The MLP will
continue to monitor exposure to any year 2000 related problems.


            IV.   INDEBTEDNESS SECURED BY THE PROPERTIES

      The Properties are subject to certain indebtedness which was incurred in
connection with the acquisition of the Properties by the Partnerships. As of
December 31, 1999, the aggregate indebtedness of the MLP pursuant to the Wrap
Mortgages was approximately $301 million, of which approximately $92 million
constituted indebtedness under the Third Party Underlying Obligations and $83
million constituted indebtedness under the Second Mortgages. See "Item 5. IV.
Certain Income Tax Considerations - A. Recognition of Gain." As of December 31,
1999, the aggregate historical cost of the Properties securing the indebtedness
of the MLP mortgages was approximately $231 million.

      The original acquisition of the Properties by the Partnerships was
typically structured as set forth below.

      Typically, an affiliate of NPA acquired a Property from an unaffiliated
seller. The NPA affiliate thereafter sold the Property to a Pension Group. The
Partnership acquired the Property from the Pension Group. In both the original
acquisition and the purchase by the Pension Group, the purchasers


                                       22
<PAGE>   25
(i.e., the NPA affiliate and the Pension Group) took the Properties subject to
existing mortgages in favor of the sellers or unaffiliated third parties.
Consequently, as a general matter, at the time it was acquired by the
Partnership, each Property was subject to a Third Party Underlying Obligation
and a Second Mortgage.

      The Partnerships typically paid the purchase price for the Properties in
part by delivering to the Pension Group a Wrap Mortgage. The Wrap Mortgage
represented a lien on the Property subordinate to the Third Party Underlying
Obligation and the Second Mortgage. Neither the Third Party Underlying
Obligation nor the Second Mortgage represented direct financial obligations of
the Partnership. Rather, the Wrap Mortgage required the Pension Group to use the
payments made thereunder to make the required payments under the Third Party
Underlying Obligation and the Second Mortgage. The Third Party Underlying
Obligation and the Second Mortgage continued, however, as liens against the
Property. The Wrap Mortgage obligated the Partnership to comply with all the
terms and conditions of the Third Party Underlying Obligation and the Second
Mortgage.

      The Properties whose ownership was consolidated in the MLP remain subject
to the Third Party Underlying Obligations, Second Mortgages and Wrap Mortgages
incurred in connection with the acquisition of the Properties. However, the Wrap
Mortgages and Second Mortgages have been restructured.

      A.  THIRD PARTY UNDERLYING OBLIGATIONS

      Information relating to the Third Party Underlying Obligations is included
in Schedule 3 which appears under "Item 2. Properties" above.

      B.  THE SECOND MORTGAGES AND NOTES

        Under the terms of the Restructuring Agreement, no payments are
currently due on the Second Mortgages. The approximate outstanding principal
balance of the Second Mortgages as of December 31, 1999 was approximately $83
million. The Restructuring Agreement provides that this indebtedness will be
paid from proceeds realized from the sale of property subject to the sharing
arrangement established in the Restructuring Agreement.

      C.  THE RESTRUCTURED WRAP MORTGAGES

      The Wrap Mortgages represent an obligation of the MLP and a lien against
the Properties in favor of the Pension Groups. The lien is subordinate to the
Third Party Underlying Obligations and the Second Mortgages.

      The Restructuring Agreement amended and restructured each Wrap Note to
provide that each Wrap Note would consist of the obligation to pay two principal
balances, an interest-bearing principal balance equal to the original principal
indebtedness when the Wrap Note was first executed and delivered by the
Partnership less amounts of principal, if any, paid prior to January 1, 1990,
and an non-interest bearing principal balance equal to the amount of interest
accrued and unpaid under the Wrap Note prior to January 1, 1990. The
Restructuring Agreement adjusted the interest rate on the Wrap Notes in such a
way that the interest bearing principal balance earns interest at a rate elected
by the Managing General Partner to assure that there will be adequate interest
paid over the life of the Wrap Note to comply with applicable Internal Revenue
Code requirements in order to prevent the imputation of interest. The interest
rates on the Restructured Wrap Mortgages (the "Restructured Wrap Mortgages")
range from 0% of the principal balance of some Wrap Mortgages to 10%. The Wrap
Notes mature on December 31, 2013.

      Each amended Wrap Note requires a minimum annual payment from the MLP in
an amount equal to the 1990 Debt Service payable on the Third Party Underlying
Obligations secured by the same Properties as the Wrap Mortgages which secured
such Wrap Note prior to the Restructuring. These minimum payments are applied
first to past due interest and principal payments under the Wrap Notes, if any,
then to current interest and principal payments due on the Wrap Notes, then
against the interest-bearing principal balances of the Wrap Notes, allocated
among the Wrap Notes as the Pension Groups elect, and finally to the
non-interest-bearing principal balances, allocated among the Wrap Notes as the
Pension Groups elect. The Restructuring Agreement requires the MLP to make
additional payments on the Wrap Notes on April 10th of each year equal to sixty
percent (60%) of the amounts by which Cash Flow from Operations for the previous
year exceeded the sum of the minimum annual payment in such year plus the
current payments due in such year on any indebtedness incurred after January 1,
1990 for Capital Improvements to any of the Properties. The holder of the Wrap
Notes applies the minimum annual payments to pay the current payments due on the
Third Party Underlying Obligations.

      The Restructuring Agreement provides that all the Wrap Notes which were
originally secured by Wrap Mortgages on the Properties which the MLP acquired
from partnerships audited by the Internal Revenue Service will be secured by all
of those Wrap Mortgages and will not be secured by Wrap Mortgages on the


                                       23
<PAGE>   26
Properties which the MLP acquired from the Unaudited Partnerships. All of the
Wrap Notes which were originally secured by Wrap Mortgages on the Properties
which the MLP acquired from Unaudited Partnerships are secured by all of those
Wrap Mortgages and are not secured by Wrap Mortgages on the Properties which the
MLP acquired from partnerships audited by the Internal Revenue Service. The
holder of the Wrap Mortgages agreed in the Restructuring Agreement to release
from the lien of the Wrap Mortgages any Property sold by the MLP, upon payment
to the holder of the Wrap Mortgages, as a pre-payment of the Wrap Notes, an
amount equal to all of the Proceeds of Sales of the Properties not permitted by
the Restructuring Agreement to be retained by the MLP.

      The Restructuring Agreement permits the MLP to have the opportunity to
retain, in certain circumstances, a portion of the Excess Proceeds. In
accordance with the Restructuring Agreement the Excess Proceeds derived from the
Proceeds of Sales of the Properties are applied as noted below.

      The Excess Proceeds are applied as follows: (a) 100% of the Excess
Proceeds are applied in payment of the Wrap Mortgages until the Threshold Amount
has been paid; (b) the next $70 million of Excess Proceeds are allocated 60% to
the payment of the Wrap Mortgage and 40% are retained by the MLP; (c) 100% of
the next Excess Proceeds up to an amount equal to the Investor Note Recovery or
$25 million, whichever is less, are retained by the MLP and distributed by the
MLP to the Investor Note Payors; (d) the next Excess Proceeds are allocated by
60% to the payment of the Wrap Mortgages and 40% are retained by the MLP up to
an amount equal to the outstanding balances for the Wrap Mortgages on January 1,
1990 less the sum of: (i) the aggregate amount of the sums previously paid as
Minimum Payoff Amounts; (ii) the Investor Note Recovery, and (iii) $70 million;
(e) 100% of the next Excess Proceeds are applied in payment of the Wrap
Mortgages in the amount equal to (i) the amount necessary to pay in full the
Wrap Mortgages on Properties acquired from partnerships audited by the Internal
Revenue Service, in the case of Excess Proceeds generated by the sale of such a
Property, and (ii) the amount necessary to pay in full the Wrap Mortgages on
Properties acquired from Unaudited Partnerships, in the case of Excess Proceeds
generated by the sale of such a Property; and (f) 100% of any additional Excess
Proceeds are retained by the MLP.

      The Restructuring Agreement provides for indebtedness which may be
incurred to finance Capital Improvements to the Properties after January 1,
1990, and requires that in connection with any sale of Property by the MLP, the
loans for Capital Improvements to such Property must either be paid in full or
assumed by the purchaser of the Property before the Wrap Mortgage on such
Property will be released.

      The Restructuring Agreement permits the holders of the Wrap Mortgages to
refinance or negotiate modifications to the Third Party Underlying Obligations,
so long as the aggregate amount of all Third Party Underlying Obligations is not
increased. The fees and expenses associated with any such refinancing or
modification are required to be borne by the holders of the Wrap Mortgages.

      The Restructuring Agreement spreads the lien securing each of the Second
Mortgages to all of the Properties owned by the MLP and all of the Second
Mortgages have been "wrapped" or included within all of the Wrap Mortgages.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The combined financial statements, including the notes thereto and the
report of the independent certified public accountants, are included in Part IV,
Item 14 of this Form 10-K.

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

            None.


                                       24
<PAGE>   27
                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      EBL&S, Inc., a Delaware corporation incorporated in December, 1989, and an
affiliate of NPA, is the Managing General Partner of the MLP. Feldman
International, Inc., a Delaware corporation incorporated in September 1998 is
the Equity General Partner of the MLP. The Managing General Partner is owned
100% by E&H Properties, Inc., a Pennsylvania corporation incorporated in July,
1979, which is owned 100% by Edward B. Lipkin. The Equity General Partner is
owned 100% by Robert McKinney.

      The directors and executive officers of the General Partners are as
follows:

      Edward B. Lipkin, age 54, serves as Director of the Managing General
Partner.  Mr. Lipkin has also been President of NPA since it was organized in
1976.  Mr. Lipkin received a Bachelor of Science degree in Finance from Temple
University.  Mr. Lipkin was a Trustee of the International Council of Shopping
Centers, a leading industry organization, from 1986 to 1992.

      Robert McKinney, age 44, serves as Director of the Equity General Partner.
Mr. McKinney received a Masters of Science and Masters of Business
Administration from Villanova University and Temple University, respectively.

ITEM 11.  EXECUTIVE COMPENSATION

      Neither the General Partners nor the officers of the General Partners
receive compensation from the MLP. Certain administrative services related to
tax and accounting service and to investor note collections were performed by
the Managing General Partner on behalf of the MLP as provided in the Partnership
Agreement. The amount payable to the Managing General Partner for such services
aggregated $70,000, $58,000 and $58,000 for the years ended December 31, 1999,
1998 and 1997, respectively. See "Item 13. Certain Relationships and Related
Transactions - I. Compensation and Fees and II. Property Management by
Affiliate."

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

<TABLE>
<CAPTION>


                         NAME & ADDRESS OF           AMOUNT AND NATURE OF
                         -----------------           ------------------------
TITLE OF CLASS           BENEFICIAL OWNER            BENEFICIAL OWNERSHIP (2)    % OF CLASS
--------------           -----------------           ------------------------     ----------
<S>                      <C>                         <C>                         <C>
Units of Limited         Robert McKinney             1,000 Units                  1.0%
Partnership Interest     230 S. Broad Street
                         Philadelphia, PA 19102
</TABLE>


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

            I. COMPENSATION AND FEES

      The amounts and kinds of compensation and fees to be paid to the General
Partners and its affiliates during the operation of the MLP are summarized
below.


<TABLE>
<CAPTION>
PERSON RECEIVING                                                                    ESTIMATED AMOUNT
COMPENSATION                        TYPE OF COMPENSATION                            OF COMPENSATION
------------                        --------------------                            ---------------
<S>                                 <C>                                             <C>
                                                  ORGANIZATIONAL PHASE
                                                  --------------------

Equity General Partner                                                              1% general partners' interest in the MLP.

                                                 OPERATIONAL PHASE
                                                 -----------------

Equity General Partner              General Partners' share of                      On an annual basis, 1% of Cash Flow from
                                    Cash Flow from Operations                       Operations.  Actual amounts will depend
                                                                                    upon future operations and are
                                                                                    not now determinable.
</TABLE>


                                       25
<PAGE>   28
<TABLE>
<S>                                 <C>                                             <C>

EBL&S Property Management, Inc.     Property Management Fees                        Annual fee of 5% of gross operating revenues
                                                                                    derived from the Properties.  Actual amounts
                                                                                    will depend upon future operations and are not
                                                                                    now determinable.

EBL&S Property Management, Inc.     Leasing Fees                                    For all obtained or renewed leases, an amount
                                                                                    equal to the fees customarily charged in the
                                                                                    geographic area of leased property. Actual
                                                                                    amounts will depend upon future operations and
                                                                                    are not now determinable.

Equity General Partner              General Partners' share                         The Equity General Partner will be allocated
                                    Of Profit and Losses                            1% of the profits and losses from MLP
                                                                                    operations.

Managing General Partner            Reimbursement of Expenses(1)                    Actual cost of goods and services utilized
                                                                                    for or by the MLP, including certain
                                                                                    administrative services performed by
                                                                                    the Managing General Partner.

                                                 LIQUIDATION PHASE
                                                 -----------------

Equity General Partner              General Partners' share                         The Equity General Partner will be
                                    of Proceeds of Sales of                         allocated 1% of the Proceeds of Sale of
                                    the Properties.                                 the Properties.

E&H Properties,                     Repayment of Indebtedness                       Actual amounts will depend on
Inc.                                secured by Second Mortgages                     the price of Properties and are
                                                                                    not now determinable.
</TABLE>


            II.  PROPERTY MANAGEMENT BY AFFILIATE

      As of January 1, 1990, the MLP entered into a management agreement with
EBL&S Property Management, Inc., a Delaware corporation ("Property Manager"),
with respect to the management of the Properties ("Management Agreement").
EBL&S Property Management, Inc. is owned 100% by E&H Properties, Inc. which
also is the sole shareholder of the MLP's Managing General Partner, EBL&S,
Inc.  The directors of EBL&S Property Management, Inc. are the same as those
of the Managing General Partner.

      Pursuant to the Management Agreement, the Property Manager receives a
management fee equal to five (5%) percent of all gross operating revenues
derived from the Properties payable as and when such income is received, plus a
leasing fee for all obtained or renewed leases equal to the fees customarily
charged in the geographic area of the leased property, payable as customary in
such area. An aggregate of approximately $1,162,000 was earned by the Property
Manager for management fees, and an aggregate of approximately $160,000 was
earned by the Property Manager for leasing fees for the fiscal year 1999.



--------

    (1) All expenses of the MLP are billed directly to and paid by the MLP. The
Managing General Partner is reimbursed for the actual cost of goods and
materials used for or by the MLP and obtained from entities which are not
affiliates of the Managing General Partner. In addition, the Managing General
Partner is reimbursed for administrative services performed for the MLP,
provided that such services are necessary for the prudent operation of the MLP
and further provided that such reimbursement is at the lower of (i) the Managing
General Partner's actual cost or (ii) the cost of obtaining comparable
administrative services from independent parties in the same geographic
location. Reimbursement to the Managing General Partner for services for which
it is entitled to compensation by way of a separate fee is not allowed. No
reimbursement is made for rent, depreciation, utilities, or capital equipment in
the building in which the MLP maintains offices and other overhead costs.


                                       26
<PAGE>   29
            III.  CONFLICTS OF INTEREST

      From time to time, there may be conflicts of interest between the Managing
General Partner and its affiliates (including the Property Manager) on the one
hand and the MLP and its Limited Partners on the other hand. The Managing
General Partner will attempt to resolve any conflicts of interest by exercising
the good faith required of fiduciaries, and the Managing General Partner
believes that it will generally be able to resolve conflicts on an equitable
basis. Depending on the relevant facts and circumstances, however, the
resolution of any particular conflict may not be in favor of the MLP. A
resolution which is unfavorable to the MLP will result only if the Managing
General Partner determines in good faith, bearing in mind its fiduciary duties,
that it is the most appropriate to deal with the overall situation. See "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources."

      A.  CONFLICT REGARDING SALES AND REFINANCING

      The Managing General Partner is an affiliate of NPA. NPA or its affiliates
hold the Second Mortgages aggregating $83 million. This lack of independence
gives rise to certain conflicts of interest with respect to the sale or
refinancing of the Properties.

      The Managing General Partner oversees sales, leases, financing, operations
and management of the Properties and decides which Properties are sold and how
to apply the Proceeds of Sales of the Properties. Because NPA or its affiliates
hold the Second Mortgages on the Properties which will be repaid from the
Proceeds of Sales of the Properties and the Managing General Partner is an
affiliate of NPA, the Managing General Partner may not be solely interested in
ensuring that sales of Properties generate sufficient proceeds to enable the
Limited Partners to receive distributions with respect thereto. However,
pursuant to the Restructuring Agreement, a portion of all proceeds derived from
sale of the Properties in excess of the Threshold Amount will be applied in
payment of the Wrap Mortgages. Accordingly, the Managing General Partner (as an
affiliate of NPA) will have a financial incentive to cause the MLP to maximize
Proceeds of Sales of the Properties. Furthermore, the Managing General Partner
is accountable to the MLP and the Limited Partners as a fiduciary and,
consequently, must exercise good faith and integrity in handling the affairs of
the MLP and must take its Limited Partners' interests in account in making
decisions regarding sales and refinancing.

      B.  OTHER ACTIVITIES OF THE AFFILIATES OF THE GENERAL PARTNERS

       There is no limitation on the right of the affiliates of the General
Partners to engage in any business even if the business is competitive with the
business of the MLP. For instance, if an affiliate of the General Partners owns
or manages a property which competes for tenants with a Property owned by the
MLP, the economic interest of the equity owners of the General Partners in that
affiliate may create a conflict between the General Partners or the Property
Manager on the one hand and the MLP on the other with respect to allocating
prospective tenants between competitive properties. The Managing General Partner
and its affiliates presently own properties that are competitive with the
Properties and affiliates of the Managing General Partner may act as manager of
such properties.

      C.  COMPETITION BY THE MLP WITH AFFILIATES OF THE MANAGING GENERAL PARTNER
          FOR SERVICES OF OFFICERS AND EMPLOYEES

      The MLP depends on the Managing General Partner to operate the MLP. The
Managing General Partner believes it will have sufficient staff personnel and
resources to perform all of its duties with respect to managing the MLP.
However, because the staff personnel and resources are shared with affiliates,
the Managing General Partner and certain of its affiliates have conflicts of
interest in the allocation of management and staff time, services and functions
among the MLP and other entities in existence or which may be organized.


            IV.  SUMMARY OF RELATIONSHIPS

      E&H Properties, Inc. owns 100% of the equity interest in EBL&S, Inc. (the
Managing General Partner) and EBL&S Property Management, Inc. (the Property
Manager).  E&H Properties, Inc. is owned 100% by Edward B. Lipkin.  Feldman
International, Inc. is owned 100% by Robert McKinney. The General Partners and
the Property Manager both have ongoing relationships with the MLP.  E&H
Properties, Inc. and the affiliates which it controls are the holders of the
Second Mortgages.


                                       27
<PAGE>   30
            V.   RELATED PARTY TRANSACTIONS

      During 1996, the El Paso, Texas property was sold to a limited partnership
owned by directors and executives of the Managing General Partner. The sales
price of the property was determined to be at fair market value by an
independent appraiser. In connection with the transaction, a promissory note was
issued to the MLP in the approximate amount of $436,000. The note is interest
only, bears interest at 10% and matures on November 1, 2008.

      During 1998, the Third Party Underlying Obligation on the North Augusta,
South Carolina property was acquired by E & H Properties for its balance as of
the date of acquisition. The mortgage was extended and modified to fully
amortize on October 1, 1999.

      NPA and its principals owned 4,362 of the 100,000 units of the MLP as of
December 31, 1997. During 1998, NPA and its principals redeemed their interest
in the MLP in exchange for the transfer of the Trenton property and related
wraparound mortgage obligations. As a result, NPA and its principals did not own
any of the 97,752 units as of December 31, 1999 and 1998. See "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations - II. Results of Operations - B.
Forgiveness of Wrap Mortgages During Fiscal 1998."


                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8-K

            I.  DOCUMENTS FILED AS PART OF THIS REPORT

      A.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

<TABLE>
<S>                                                                       <C>
      Independent Auditors' Report..............................           F-1

      Combined Financial Statements:

        Combined Balance Sheets at December 31, 1999 and 1998...           F-2

        Combined Statements of Operations and Changes
        in Partners' Deficit for the years ended
        December 31, 1999, 1998 and 1997........................           F-3

        Combined Statements of Cash Flows for the years ended
        December 31, 1999, 1998 and 1997........................           F-4

      Notes to Combined Financial Statements....................           F-5

      Attachments

        1  Properties Effectively Owned by the MLP at
           December 31, 1999....................................          F-15

        2 Schedules II and III to the Combined Financial
           Statements...........................................          F-16
</TABLE>


      B.  EXHIBITS

<TABLE>
<CAPTION>
            Exhibit No.                      Description
            -----------                      -----------
<S>                                          <C>
              *2.1                           Consolidation Agreement by and
                                             among the National Property
                                             Analysts Master Limited
                                             Partnership (the "MLP"); EBL&S,
                                             Inc. ("EBL&S") and Buster,
                                             Inc.("Buster").

              *2.2                           Settlement Agreement by and
                                             among plaintiffs as a class,
                                             National Property Analysts, Inc.
                                             ("NPA") and certain additional
                                             defendants in James O'Brien, et
                                             al. v. National Property
                                             Analysts, Inc., et al. (the
                                             "Action").

              *2.3                           Judgment and Order Approving the
                                             Transaction, the Formation of
                                             the Master Limited Partnership,
                                             and the Allocation of Interests
                                             in the Master Limited
</TABLE>


                                       28
<PAGE>   31
<TABLE>
<S>                                          <C>
                                             Partnership entered by the
                                             Court.

              *3.1                           Initial Limited Partnership
                                             Agreement of the MLP.

              *3.2                           Amended and Restated Limited
                                             Partnership Agreement of the
                                             MLP.

              *3.3                           Certificate of Limited
                                             Partnership of the MLP.

             *10.1                           Restructuring and Mortgage
                                             Modification Agreement by and
                                             among Main Line Pension Group,
                                             L.P. ("MLPG"), the MLP and
                                             National Property Analysts, Inc.

             *10.2                           Leasing and Management Agreement
                                             by and between EBL&S Property
                                             Management, Inc. and the MLP.

             *10.3                           Information Statement Relating
                                             to the formation of the MLP.

             *10.4                           Proof of Claim and Release and
                                             Vote on Consolidation.

            **10.5                           Loan and Security Agreement
                                             between E&H Properties, Inc. and
                                             Jefferson Bank.

            **10.6                           Line of Credit Promissory
                                             Note
</TABLE>


            II.  REPORTS ON FORM 8-K

                  Not Applicable



*     Incorporated by reference from Registrant's Report on Form 10 filed July
      14, 1994 (0-24816)

**    Incorporated by reference from Registrant's Report on Form 10-K filed
      April 1, 1996 (0-24816)


                                       29
<PAGE>   32
                                    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.

NATIONAL PROPERTY ANALYSTS MASTER
LIMITED PARTNERSHIP
(Registrant)

By:  EBL&S, Inc., its managing general partner



     By: /s/ Edward B. Lipkin
         --------------------------------
         Edward B. Lipkin
         Director

Date:    March 27, 2000
         --------------------------------


By: Feldman International, Inc., its equity general partner



     By: /s/ Robert McKinney
         --------------------------------
         Robert McKinney
         Director


Date:    March 27, 2000
         --------------------------------


      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
Signature                 Capacity                                   Date
---------                 --------                                   ----
<S>                       <C>                                        <C>
/s/Edward B. Lipkin       Director of EBL&S, Inc.
-------------------       Principal Executive Officer,
Edward B. Lipkin          Principal Accounting Officer and
                          Principal Financial Officer                March 27, 2000




/s/Robert McKinney        Director of Feldman International, Inc.    March 27, 2000
-------------------
Robert McKinney
</TABLE>


                                       30
<PAGE>   33
                          INDEPENDENT AUDITORS' REPORT


General Partners
National Property Analysts
   Master Limited Partnership:


We have audited the combined financial statements of National Property Analysts
Master Limited Partnership (NPAMLP) (a limited partnership) as listed in the
accompanying index. In connection with our audits of the combined financial
statements, we have also audited the financial statement schedules as listed in
the accompanying index. These combined financial statements and financial
statement schedules are the responsibility of NPAMLP's management. Our
responsibility is to express an opinion on these combined financial statements
and financial statement schedules 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 combined financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the combined 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 combined financial statements referred to above present
fairly, in all material respects, the financial position of NPAMLP as of
December 31, 1999 and 1998, and the results of its operations and its cash flows
for each of the years in the three-year period ended December 31, 1999, in
conformity with generally accepted accounting principles. Also, in our opinion,
the related financial statement schedules, when considered in relation to the
basic combined financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.


                                  /s/ KPMG LLP




March 10, 2000


                                       F-1

<PAGE>   34
              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

                             Combined Balance Sheets

                           December 31, 1999 and 1998
                                 (in thousands)


<TABLE>
<CAPTION>
                               ASSETS                                 1999              1998
                                                                   ---------          --------
<S>                                                                <C>                  <C>
Rental property, at cost:
   Land                                                            $  15,293            16,292
   Buildings                                                         215,676           224,029
                                                                   ---------          --------

                                                                     230,969           240,321
   Less:  accumulated depreciation                                   114,302           113,228
                                                                   ---------          --------

         Rental property, net                                        116,667           127,093

Cash and cash equivalents                                              2,527             2,190
Restricted cash                                                        2,316             3,459
Tenant accounts receivable, net of allowance of $30 for
   both 1999 and 1998                                                    312               179
Unbilled rent receivable                                                 531               850
Tenant leasing costs                                                      50                76
Accounts receivable and other assets                                   1,684             1,057
                                                                   ---------          --------

Total assets                                                       $ 124,087           134,904
                                                                   =========          ========

                 LIABILITIES AND PARTNERS' DEFICIT

Wraparound mortgages payable                                       $ 300,782           318,555
Less:  unamortized discount based on imputed interest rate
   of 12%                                                            156,559           169,290
                                                                   ---------          --------

         Wraparound mortgages payable less
           unamortized discount                                      144,223           149,265

Due to Pension Groups                                                    189                --
Other borrowings                                                         770               445
Deferred revenue                                                         556               331
Accounts payable and other liabilities                                 1,989             1,780
Finance lease obligation                                               2,650             2,650
Deposit on sale of property                                            2,051             2,051
                                                                   ---------          --------

         Total liabilities                                           152,428           156,522

Partners' deficit                                                    (28,341)          (21,618)
                                                                   ---------          --------

Total liabilities and partners' deficit                            $ 124,087           134,904
                                                                   =========          ========
</TABLE>


See accompanying notes to combined financial statements.


                                      F-2
<PAGE>   35
              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

       Combined Statements of Operations and Changes in Partners' Deficit

                  Years ended December 31, 1999, 1998 and 1997
                      (in thousands, except per-unit data)


<TABLE>
<CAPTION>
                                                            1999             1998              1997
                                                          --------          -------          --------
<S>                                                       <C>                <C>               <C>
Income:
   Rental income                                          $ 19,533           21,782            22,876
   Other charges to tenants                                  5,563            6,682             6,884
   Interest income                                             228              200               136
   Other income                                                150               62                97
                                                          --------          -------          --------

         Total income                                       25,474           28,726            29,993
                                                          --------          -------          --------

Operating expenses:
   Interest expense                                         16,596           18,035            23,038
   Real estate taxes                                         4,501            4,934             6,468
   Management fees                                           1,162            1,216             1,292
   Common area maintenance expenses                          1,939            1,922             2,389
   Ground rent                                                 479              528               627
   Repairs and maintenance                                     291              407               583
   General and administrative                                  753              879               438
   Depreciation and amortization                             7,301            8,141             8,865
                                                          --------          -------          --------

         Total operating expenses                           33,022           36,062            43,700
                                                          --------          -------          --------

         Operating loss                                     (7,548)          (7,336)          (13,707)

Other expense:
   Net loss on disposition of properties                    (3,415)         (11,894)             (866)
   Write-down of rental property                                --               --            (1,000)
                                                          --------          -------          --------

         Loss before extraordinary gain                    (10,963)         (19,230)          (15,573)

Extraordinary gain:
   Forgiveness of wraparound mortgages payable on
     disposition of properties                               4,240           51,183               373
                                                          --------          -------          --------

         Net (loss) income                                  (6,723)          31,953           (15,200)

Partners' deficit:
   Beginning of year                                       (21,618)         (53,571)          (38,371)
                                                          --------          -------          --------

   End of year                                            $(28,341)         (21,618)          (53,571)
                                                          ========          =======          ========

Net (loss) income per unit                                $ (68.78)          322.55           (152.00)
                                                          ========          =======          ========

Weighted average units outstanding                          97,752           99,063           100,000
                                                          ========          =======          ========
</TABLE>


See accompanying notes to combined financial statements.


                                      F-3
<PAGE>   36
              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

                        Combined Statements of Cash Flows

                  Years ended December 31, 1999, 1998 and 1997
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                        1999             1998             1997
                                                                      -------          -------          -------
<S>                                                                   <C>               <C>             <C>
Cash flows from operating activities:
   Net (loss) income                                                  $(6,723)          31,953          (15,200)
   Adjustments to reconcile net income (loss) to net cash
     provided by operating activities:
       Depreciation                                                     7,148            7,937            8,604
       Amortization of discount                                         7,167            7,135           11,071
       Net (gain) loss on disposition of properties including
         forgiveness of wraparound mortgages payable                     (825)         (36,946)             493
       Write-down of rental property                                       --               --            1,000
       (Increase) decrease in tenant accounts receivable, net            (133)            (126)             800
       Decrease in unbilled rent receivable                               319               32              558
       Decrease in tenant leasing costs                                    26               41              206
       (Increase) decrease in accounts receivable and
         other assets                                                    (627)            (390)             243
       Increase (decrease) in accounts payable and
         other liabilities                                                209             (581)            (636)
       Increase (decrease) in deferred revenue                            225              (65)             148
                                                                      -------          -------          -------

         Net cash provided by operating activities                      6,786            8,990            7,287
                                                                      -------          -------          -------

Cash flows from financing activities:
     Payments on wraparound mortgages                                  (7,969)          (7,712)          (9,617)
     Repayment of advances to the Pension Groups                           --               --               --
     Increase (decrease) in due to Pension Groups                         189           (1,954)             784
     Proceeds (payments) from other borrowings                            325             (148)             358
     Proceeds from additional debt                                         --            2,363              653
                                                                      -------          -------          -------

         Net cash used in financing activities                         (7,455)          (7,451)          (7,822)
                                                                      -------          -------          -------

Cash flows from investing activities:
     Disposition of properties                                          2,114            3,948            1,736
     Improvements to rental property                                   (2,251)          (1,929)          (1,618)
     Decrease in deposit on sale of property                               --             (389)              --
                                                                      -------          -------          -------

         Net cash (used in) provided by investing activities             (137)           1,630              118
                                                                      -------          -------          -------

         (Decrease) increase in cash and cash equivalents                (806)           3,169             (417)

Cash and cash equivalents:
   Beginning of year                                                    5,649            2,480            2,897
                                                                      -------          -------          -------

   End of year                                                        $ 4,843            5,649            2,480
                                                                      =======          =======          =======

Supplemental disclosures of cash flow information:
     Cash paid during the year for interest                           $ 9,429           10,900           11,967
                                                                      =======          =======          =======

Supplemental disclosure of noncash activities:
   Reduction in wraparound mortgages from forgiveness
     of debt, net of related discount                                 $ 4,240           51,183              373
                                                                      =======          =======          =======
</TABLE>


See accompanying notes to combined financial statements.


                                      F-4
<PAGE>   37
              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

                     Notes to Combined Financial Statements

                        December 31, 1999, 1998 and 1997
                             (dollars in thousands)


(1)  FORMATION AND DESCRIPTION OF BUSINESS

     National Property Analysts Master Limited Partnership (NPAMLP), a limited
     partnership, was formed effective January 1, 1990. NPAMLP is owned 99% by
     the limited partners and 1% collectively by EBL&S, Inc., the managing
     general partner, and Feldman International, Inc. (FII), the equity general
     partner (note 8). EBL&S, Inc. assigned its economic interest as general
     partner to FII on September 30, 1998.

     The properties included in NPAMLP consist primarily of shopping centers and
     free-standing, single-tenant retail stores with national retailers as prime
     tenants. The ownership and operations of these properties have been
     combined in NPAMLP pursuant to a consolidation (the Consolidation) of
     properties owned by certain limited partnerships (the Electing
     Partnerships) previously sponsored by National Property Analysts, Inc. and
     its affiliates (NPA). NPAMLP intends to hold the properties until such time
     as it is deemed prudent to dispose of them. The precise timing of
     disposition of the properties is at the discretion of the managing general
     partner. However, in accordance with the partnership agreement, the
     partnership will terminate on December 31, 2015. It is anticipated that as
     a result of the sale of the properties, the limited partners will have to
     report substantial taxable income without the corresponding receipt of any
     cash proceeds.

     The properties were originally purchased by the Electing Partnerships from
     unaffiliated limited partnerships owned by various pension and profit
     sharing trusts, whose interests were subsequently acquired by Main Line
     Pension Group (MLPG). Properties were purchased by the Electing
     Partnerships subject to existing senior mortgages in favor of the sellers
     or unaffiliated third parties. In connection with the acquisition of the
     properties, wraparound mortgages were delivered by the Electing
     Partnerships to MLPG which were subordinate to the third-party underlying
     mortgage obligations and other second mortgages. Neither these third-party
     underlying obligations nor the second mortgages represented direct
     financial obligations of the Electing Partnerships. The Electing
     Partnerships were required to make payments on the wraparound mortgages to
     MLPG, which was required to make payments on the underlying obligations.

     In accordance with the Consolidation, the Electing Partnerships transferred
     their interests to NPAMLP. The Electing Partnerships include both
     partnerships that contributed their interests to NPAMLP and certain
     partnerships whose partnership interests were not contributed as of the
     effective date of NPAMLP's formation on January 1, 1990, but were allocated
     their interests in NPAMLP as if they were contributed on January 1, 1990.
     The combined financial statements include the accounts of all Electing
     Partnerships.

     In connection with the Consolidation, NPAMLP, MLPG and certain affiliates
     entered into a restructuring agreement to modify the terms of repayment of
     the wraparound notes. The restructuring agreement provided that all
     wraparound notes which were originally secured by wraparound mortgages on
     properties owned by Electing Partnerships that were audited by the Internal
     Revenue Service (the Audited Partnerships) are cross-collateralized by all
     other wraparound mortgages on other Audited Partnerships. In addition, all
     wraparound notes which were originally secured by wraparound mortgages on
     properties owned by Electing Partnerships that were not audited by the
     Internal Revenue Service (the Unaudited Partnerships) are
     cross-collateralized by all other wraparound mortgages on other Unaudited
     Partnerships.


                                      F-5
<PAGE>   38
              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

                     Notes to Combined Financial Statements

                        December 31, 1999, 1998 and 1997
                             (dollars in thousands)


     Effective October 1, 1998, National Property Analysts Employee Partnership
     (NPAEP) and Penn Valley Pension Group (PVPG) acquired the interest of MLPG
     in certain wraparound mortgages. MLPG, NPAEP and PVPG are collectively
     referred to as the Pension Groups (note 6).

     The wraparound mortgages provide for a sharing of cash from the proceeds of
     sales of properties. The wraparound mortgages generally provide that the
     limited partners of NPAMLP receive 40% of the net proceeds, if any, from
     the sale of properties after repayment of the third-party underlying
     mortgage obligations once the net proceeds, as defined in the restructuring
     agreement, from the sale of properties exceed a threshold amount of $45,000
     (the threshold).

     Through December 31, 1999, NPAMLP sold properties that generated
     approximately $36,422 in net proceeds that have been applied as a reduction
     of the threshold amount. NPAMLP has not distributed any sales proceeds to
     its partners since its organization.

     Additionally, the limited partners of NPAMLP receive 40% of the cash flow,
     if any, from operations in excess of debt service requirements and any
     capital improvements or reserves considered necessary. The remaining cash
     flow, if any, is applied to the wraparound mortgages in payment of accrued
     interest and then principal. It is not anticipated that NPAMLP will be in a
     position to distribute cash flow to its partners in the foreseeable future.

     Under the terms of the NPAMLP partnership agreement, the limited partners
     are entitled to a 99% share of any income or loss and the equity general
     partner is entitled to a 1% share.

     NPAMLP has working capital as of December 31, 1999, of approximately $495,
     excluding amounts due to the managing general partner and the Pension
     Groups of $796 and $189, respectively. NPAMLP may not have sufficient
     working capital reserves to satisfy mortgage obligations. NPAMLP has $2,527
     of unrestricted cash and $480 available under line of credit agreements at
     December 31, 1999, to meet its short-term obligations. Through December 31,
     1999, NPAMLP has replenished its working capital reserves through the sale
     of properties on which the holders of the second mortgage and the
     wraparound mortgage have released their liens. In addition, as of December
     31, 1999, the managing general partner has advanced approximately $796 to
     NPAMLP. The managing general partner does not have the financial
     wherewithal to continue to advance funds to NPAMLP and may in fact require
     the repayment of the advances for its own operational needs. As a result,
     it may be necessary for NPAMLP to sell properties. In the event that NPAMLP
     is not able to obtain refinancing commitments and loan extensions from the
     existing senior mortgage lenders or refinancing from alternative lenders,
     the properties could be lost to foreclosure.


(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (a) RENTAL PROPERTY

         Rental properties are stated at original cost to the Electing
         Partnerships. Depreciation on buildings and building improvements is
         calculated on the straight-line method over their estimated useful
         lives of 30 years and 15 to 39 years, respectively.


                                      F-6
<PAGE>   39
              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

                     Notes to Combined Financial Statements

                        December 31, 1999, 1998 and 1997
                             (dollars in thousands)


         In March 1995, the Financial Accounting Standards Board issued
         Statement of Financial Accounting Standards (SFAS) No. 121, Accounting
         for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
         Disposed Of. SFAS No. 121 requires that long-lived assets and certain
         identifiable assets be reviewed by management for impairment whenever
         events or changes in circumstances indicate that the carrying amount of
         an asset may not be recoverable. Recoverability of assets to be held
         and used is measured by a comparison of the carrying amount of an asset
         to future net cash flows expected to be generated by the asset. If such
         assets are considered to be impaired, the impairment to be recognized
         is measured by the amount by which the carrying amount of the assets
         exceed the fair value of the assets. Assets to be disposed are reported
         at the lower of the carrying amount or the fair value less costs to
         sell.

         NPAMLP adopted SFAS No. 121 on January 1, 1996. In 1997, the estimated
         undiscounted cash flows from the Las Vegas, Nevada and East Greenbush,
         New York properties indicated that a write-down to fair market value of
         $1,000 was required, which is included in the combined statements of
         operations as write-down of rental property. The estimated fair values
         of these properties were determined by management based on projected
         cash flows and market trends.

     (b) RESTRICTED CASH

         Restricted cash consists principally of amounts held in escrow for
         capital improvements, real estate taxes and insurance expenses and
         amounts due from various bank trust departments in connection with
         certain property rents that are assigned to these banks in order to
         satisfy the debt service on the underlying mortgage obligations. The
         banks' trust departments periodically remit excess funds to NPAMLP as
         required under the respective trust agreements. Restricted cash also
         includes amounts held in reserve for tenant security deposits received.

     (c) RENTAL INCOME

         Rental income is recognized on a straight-line basis over the terms of
         the respective leases. Unbilled rent receivable represents the amount
         by which the straight-line rentals exceed the current rents collectible
         under the payment terms of the lease agreements. Tenant pass-through
         charges including common area maintenance, real estate taxes and
         property insurance are recognized in income when earned and are
         recorded as other charges to tenants.

     (d) DISCOUNT ON WRAPAROUND MORTGAGES

         The discount on wraparound mortgages represents the difference between
         the present value of mortgage payments at the stated interest rate and
         the imputed rate. The discount is amortized using the interest method
         over the terms of the mortgages and is recorded as interest expense.

     (e) INCOME TAXES

         No provision has been made in the combined financial statements for
         income taxes as any such liability is the liability of the individual
         partners.


                                      F-7
<PAGE>   40
              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

                     Notes to Combined Financial Statements

                        December 31, 1999, 1998 and 1997
                             (dollars in thousands)


     (f) CASH AND CASH EQUIVALENTS

         All highly liquid interest-bearing deposits with original maturities of
         three months or less are considered to be cash equivalents.

     (g) FAIR VALUE OF FINANCIAL INSTRUMENTS

         SFAS No. 107, Disclosures About Fair Value of Financial Instruments,
         requires disclosure of the fair value of certain financial instruments.
         Cash, tenant accounts receivable, accounts payable, and other
         liabilities as reflected in the combined financial statements
         approximate fair value because of the short-term maturity of these
         instruments.

         In accordance with SFAS No. 107, NPAMLP has determined the estimated
         fair value of its wraparound mortgages based on discounted future cash
         flows at a current market rate. Management estimates that the carrying
         value approximates the estimated fair value of the wraparound mortgages
         at December 31, 1999 and 1998.

     (h) 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 reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the financial statements and the reported amounts of revenues
         and expenses during the reporting period. Significant estimates have
         been made by management with respect to the recoverability of the
         carrying amounts of rental property. Actual results could differ from
         these estimates.


(3)  OTHER BORROWINGS

     During 1996, NPAMLP secured a $1,000 revolving line of credit with a bank
     secured by certain properties. The maximum amount outstanding under the
     line of credit was $593 during the years ended December 31 1998 and 1997.
     During 1998, this line of credit was paid in full and expired under its
     terms.

     During 1995, NPAMLP negotiated with E&H Properties, Inc. (E&H), a related
     party (note 8), for E&H to advance up to $1,000 to NPAMLP for the purpose
     of making capital and tenant improvements to the properties. Pursuant to
     the agreement, the obligation of E&H to make advances to NPAMLP is at all
     times the sole and absolute discretion of E&H. The line bears interest
     based on a variable rate (11.25% at December 31, 1999) and has no
     expiration date. The amounts advanced to NPAMLP are not directly secured by
     any collateral; however, the East Haven, Connecticut property (with a net
     book value of rental property of $4,421 and a wraparound mortgage payable
     of $6,519 at December 31, 1999) has been pledged to secure a line of credit
     extended to E&H by a bank, which enables E&H to make advances to NPAMLP. As
     of December 31, 1999, $770 was owed by NPAMLP and E&H under this line of
     credit, respectively. The maximum amount outstanding under this line of
     credit during the year ended December 31, 1999, was $770 for NPAMLP and
     E&H, respectively. As of December 31, 1998, $445 was owed by NPAMLP and E&H
     under this line of credit, respectively. The maximum amount outstanding
     under this line of credit during the year ended December 31, 1998, was $445
     for NPAMLP and E&H, respectively. During 1997, there were no advances to
     NPAMLP.


                                      F-8
<PAGE>   41
              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

                     Notes to Combined Financial Statements

                        December 31, 1999, 1998 and 1997
                             (dollars in thousands)


     During 1999, NPAMLP negotiated with E&H for E&H to advance up to an
     additional $250 to NPAMLP for the purpose of making capital and tenant
     improvements to the properties. Pursuant to the agreement, the obligation
     of E&H to make advances to NPAMLP is at all times the sole and absolute
     discretion of E&H. This additional line bears interest based on the prime
     rate (8.50% at December 31, 1999), and is scheduled to expire May 2001. The
     amounts advanced to NPAMLP are secured by a $250 second mortgage on the
     Sault Ste. Marie, Michigan property. During 1999, there were no advances to
     NPAMLP and no borrowings from E&H under this additional line of credit.


(4)  TENANT LEASES

     At December 31, 1999, NPAMLP effectively owns and operates 48 properties
     (49 at December 31, 1998), as listed in Attachment 1, that are comprised
     principally of shopping centers and free standing, single-tenant retail
     stores with approximately 180 tenants under various lease agreements which
     are treated as operating leases.

     In addition to minimum rental payments, the leases generally provide for
     additional rents based on operating results of the tenants, reimbursement
     for certain common area maintenance charges, real estate taxes and property
     insurance, and renewal options. The leases expire under their original
     terms at various dates over the next 17 years.

     Future minimum lease rentals to be received under noncancelable leases are
     approximately:


<TABLE>
<S>                                                   <C>
                        2000                          $ 16,243
                        2001                            15,246
                        2002                            14,075
                        2003                            12,707
                        2004                            10,669
                        Thereafter                      32,017
</TABLE>


     Rental income includes approximately $1,356, $1,113 and $856 related to
     percentage rents for the years ended December 31, 1999, 1998 and 1997,
     respectively.


(5)  GROUND LEASES

     NPAMLP is obligated under 13 noncancelable ground leases that expire
     between 2000 and 2078 (see Attachment 1).

     During the year ended December 31, 1991, NPAMLP sold the land underlying
     five rental properties and simultaneously entered into ground leases to
     leaseback the land from the buyer. The ground leases have maturities
     ranging from 2004 to 2012, excluding renewal options.

     During the term of the 1991 ground leases, including renewal options,
     NPAMLP is responsible for maintaining the buildings and building
     improvements, as well as making the respective mortgage payments. Under the
     terms of sale, at the expiration of the respective 1991 ground leases,
     including renewal options, title to the buildings will be conveyed to the
     buyer with no additional consideration


                                      F-9
<PAGE>   42
              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

                     Notes to Combined Financial Statements

                        December 31, 1999, 1998 and 1997
                             (dollars in thousands)


     and any amounts still outstanding under the respective wraparound mortgages
     will remain the liability of NPAMLP.

     Aggregate proceeds from the five land sales were $2,650 and are recorded as
     a finance lease obligation. The amounts paid in accordance with the 1991
     ground leases are recorded as interest expense. Any gain arising from this
     transaction will be recognized at the date upon which title to the
     buildings is conveyed to the buyer.

     Future minimum lease payments under all noncancelable ground leases as of
     December 31, 1999, are approximately:

<TABLE>
<S>                                                  <C>
                        2000                         $   677
                        2001                             672
                        2002                             672
                        2003                             529
                        2004                             431
                        Thereafter                     2,276
</TABLE>

     Total rental expense for ground leases for the years ended December 31,
     1999, 1998 and 1997, was approximately $479, $528, and $627, respectively.
     In addition, $262, $263 and $255 was recorded as interest expense for the
     years ended December 31, 1999, 1998 and 1997, respectively.


(6)  WRAPAROUND MORTGAGES

     The properties combined in NPAMLP are subject to nonrecourse wraparound
     mortgages. The wraparound mortgages are cross-collateralized among the
     properties owned by NPAMLP as described in note 1. The wraparound mortgages
     are secured by liens on the properties and are subordinate to the
     third-party underlying mortgage obligations and the purchase money
     mortgages (note 8), collectively the senior mortgage obligations. The
     wraparound mortgages are payable to the Pension Groups, and the Pension
     Groups are liable to the holders of the senior mortgage obligations.

     As stated in note 1, NPAEP and PVPG acquired the interest of MLPG in
     certain wraparound mortgages. Each wraparound mortgage is secured by liens
     on specific properties and is subordinate to the senior mortgage
     obligations as stated above.

     During 1998, MLPG agreed to the forgiveness of $98,239 of wraparound
     mortgage obligations with related discounts of $59,677 which remained after
     property dispositions in prior years, of which $13,908 of wraparound
     mortgage obligations with related discounts of $4,441 were written off with
     the dispositions of the East Meadow and Las Vegas properties during the
     first half of 1998. In addition, MLPG agreed to the forgiveness of $1,954
     that was due to MLPG for past due payments. The aggregate of $31,049 is
     included in Extraordinary Gain from Forgiveness of wraparound mortgages
     payable on disposition of properties.

     Through December 31, 1997, MLPG had forgiven the wraparound mortgages
     remaining after the disposition of properties that were owned by Audited
     Partnerships. In 1998, MLPG agreed to forgive certain wraparound mortgages
     remaining after the disposition of properties that were owned by Unaudited
     Partnerships. For the years ended December 31, 1999, 1998 and 1997,
     wraparound


                                      F-10
<PAGE>   43
              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

                     Notes to Combined Financial Statements

                        December 31, 1999, 1998 and 1997
                             (dollars in thousands)


     mortgage obligations of approximately $9,804, $36,523 and $5,180 with
     related discounts of $5,564, $16,389 and $4,807, respectively, were
     forgiven in connection with various property dispositions. The aggregate of
     $4,240, $20,134 and $373 is included in Extraordinary Gain from Forgiveness
     of wraparound mortgages payable on disposition of properties for the years
     ended December 31, 1999, 1998 and 1997, respectively.

     The wraparound mortgages have maturity dates varying from August 2009 to
     December 2013 and stated interest rates varying from 0% to 10%.

     Certain wraparound mortgages are fully amortized over the life of the
     mortgage loan while other wraparound mortgages require balloon payments to
     satisfy the wraparound mortgage obligations. Also, the Pension Groups have
     balloon payments due on the third-party underlying mortgage obligations,
     which aggregate approximately $1,927 during the year ended December 31,
     2000. Discussions and negotiations with the lenders for these properties
     are in process; however, there can be no assurance that loan extensions
     will be successfully negotiated with these lenders.

     Wraparound mortgage principal payment requirements for the next five years
     are approximately:

<TABLE>
<S>                                                   <C>
                         2000                         $ 6,969
                         2001                           7,038
                         2002                           7,466
                         2003                           7,181
                         2004                           7,444
</TABLE>

(7)  PROPERTY SUBJECT TO SALES CONTRACTS

     During the years ended December 31, 1990 and 1995, NPAMLP sold options for
     the purchase of two and three rental properties, respectively. The 1990
     options provide that title to the land and buildings will be conveyed to
     the holder of the options without additional consideration on November 14,
     2003, and December 11, 2006. The 1995 options provided that title to the
     land and buildings would be conveyed to the holder of the options without
     additional consideration on July 13, 1998, October 31, 1998, and June 30,
     2003. Aggregate proceeds received from the sale of the options were $2,440
     and were recorded as a deposit on sale of property. Estimated losses
     arising from these transactions have already been recognized by NPAMLP. Any
     gain arising from these transactions is recognized at the date upon which
     title to the land and buildings is conveyed to the buyer. During 1998, the
     Las Vegas, Nevada and La Mesa, California properties were conveyed to the
     holder of the option without additional consideration. As a result, $389
     was recognized as a net gain on disposition of properties and the deposit
     on sale of property was reduced to $2,051 as of December 31, 1998.


(8)  RELATED-PARTY TRANSACTIONS

     NPAMLP is owned 99% by the limited partners and 1% collectively by EBL&S,
     Inc., the managing general partner and FII, the equity general partner.
     EBL&S, Inc. assigned its economic interest as general partner to FII, and
     FII was admitted as the equity general partner on September 30, 1998.
     EBL&S, Inc. is owned by E&H Properties, Inc.


                                      F-11
<PAGE>   44
              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

                     Notes to Combined Financial Statements

                        December 31, 1999, 1998 and 1997
                             (dollars in thousands)


     NPAMLP entered into a leasing and property management agreement with EBL&S
     Property Management, Inc. (EBL&S) in 1990. EBL&S is owned by E&H. Under the
     agreement, EBL&S is to receive a property management fee equal to 5% of the
     gross annual rentals collected, including tenant reimbursements for common
     area maintenance charges, real estate taxes and property insurance. EBL&S
     is also entitled to receive leasing commissions for obtaining or renewing
     leases.

     In addition, certain administrative services were performed by EBL&S on
     behalf of NPAMLP as provided for in NPAMLP's Partnership Agreement. Amounts
     earned by EBL&S for the years ended December 31 were as follows:

<TABLE>
<CAPTION>
                                       1999          1998          1997
                                      ------         -----         -----
<S>                                   <C>            <C>           <C>
     Property management fees         $1,162         1,196         1,292
     Leasing commissions                 160            63           108
     Administrative services              70            58            58
                                      ------         -----         -----
                                      $1,392         1,317         1,458
                                      ======         =====         =====
</TABLE>

     Included in accounts payable and other liabilities at December 31, 1999 and
     1998, was approximately $796 and $573, respectively, that was owed to EBL&S
     for property management fees, leasing commissions, administrative services
     and cash advances for debt service.

     During 1996, the El Paso, Texas property was sold to a limited partnership
     owned by directors and executives of EBL&S, Inc. The sales price of the
     property was determined to be at fair market value by an independent
     appraiser. In connection with the transaction a promissory note was issued
     to NPAMLP in the approximate amount of $436. The note is interest only,
     bears interest at 10% and matures on November 1, 2008.

     During 1998, the third-party underlying mortgage obligation on the North
     Augusta, South Carolina property was acquired by E&H for its remaining
     principal balance as of the date of acquisition. The mortgage was extended
     and fully amortized on October 1, 1999.

     NPA and its principals owned 4,362 of the 100,000 units of NPAMLP as of
     December 31, 1997. During 1998, NPA and its principals redeemed their
     interests in NPAMLP in exchange for the transfer of the Trenton, New Jersey
     property and related wraparound mortgage obligations. As a result, NPA and
     its principals did not own any of the 97,752 units of NPAMLP at December
     31, 1999 and 1998.

     NPA holds purchase money mortgages on certain properties of NPAMLP. The
     purchase money mortgages aggregated approximately $83,156 at December 31,
     1999 and 1998.


(9)  COMMITMENTS AND CONTINGENCIES

     Upon NPAMLP's formation, the titles of the properties of the Electing
     Partnerships were to be transferred to NPAMLP. State and local laws vary
     with respect to transfer taxes and are susceptible to varying
     interpretations. NPAMLP's interpretation of the laws relating to these
     transfer taxes could result in significant adjustments if successfully
     challenged by the respective taxing authority; however, a reasonable
     estimation of the potential liability, if any, cannot be made at this time.


                                      F-12
<PAGE>   45
              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

                     Notes to Combined Financial Statements

                        December 31, 1999, 1998 and 1997
                             (dollars in thousands)


     NPAMLP is involved in various claims and legal actions arising in the
     ordinary course of property operations. In the opinion of the managing
     general partner, the ultimate disposition of these matters will not have a
     material adverse effect on NPAMLP's financial position, results of
     operations or liquidity.

     Certain scheduled payments on third-party underlying mortgage obligations
     discussed in note 1 have not been made on the Borger, Texas; Crescent City,
     California; Fairfield, Iowa; Federal Way, Washington; Huron, South Dakota;
     Wahpeton, North Dakota; and Washington, Iowa properties at December 31,
     1999.

     In October 1998, the third-party underlying mortgage obligations on the
     Borger and Federal Way properties matured and had balloon payments due. In
     May 1999, the loan on the Crescent City property matured and had a balloon
     payment due. As of December 31, 1999, the mortgagees declared the loans to
     be in default. In February 2000, NPAMLP negotiated and received alternative
     financing for these properties.

     On June 30, 1999, the mortgage on the Fairfield, Huron, Wahpeton and
     Washington properties matured and had a balloon payment due. These
     properties are encumbered by the same mortgage and the Fairfield, Wahpeton
     and Washington properties were leased to the same tenant as of December 31,
     1999. The tenant at these properties is seeking to enforce a provision of
     its lease whereby NPAMLP, as landlord, would be required to convey the four
     properties at a price defined in the lease. NPAMLP disputes this
     interpretation of the lease and in July 1999, filed an action for
     declaratory judgement in the United States District Court for the Eastern
     District of Pennsylvania to resolve this matter. If NPAMLP were required to
     convey these four properties, it would result in a loss on disposition of
     properties of approximately $85.


(10) MAJOR TENANTS

     During the years ended December 31, 1999, 1998 and 1997, one tenant
     accounted for approximately 55%, 55% and 50% of the rental income of
     NPAMLP, respectively. Four of the stores occupied by this tenant had been
     vacated as of December 31, 1999; however, the tenant has continued to make
     rental payments under the terms of its leases at these properties while it
     attempts to market the space to other users. The tenant remains obligated
     under the terms of its leases at these four properties for terms ranging
     from two to eighteen years.


(11) EXCHANGE OF PROPERTIES

     During the year ended December 31, 1999, the Minot, North Dakota property
     was sold in a transaction structured to be a tax-free exchange in
     accordance with Section 1031 of the Internal Revenue Code. This transaction
     is scheduled to be completed in the second quarter of 2000. As a result of
     the sale, a gain of $171 was recognized during 1999.


                                      F-13
<PAGE>   46
(12) PARTNERS' DEFICIT

     Following is a summary of the combined changes in partners' deficit for the
     three years ended December 31, 1999 (in thousands except unit data):


<TABLE>
<CAPTION>
                                                    UNITS                                      PARTNERS' DEFICIT
                                   ----------------------------------------       -----------------------------------------
                                   GENERAL         LIMITED                         GENERAL         LIMITED
                                   PARTNERS        PARTNERS           TOTAL        PARTNERS        PARTNERS           TOTAL
                                   --------        --------           -----        --------        --------           -----
<S>                                <C>             <C>              <C>            <C>             <C>              <C>
     December 31, 1996               1,000           99,000          100,000         $(384)         (37,987)         (38,371)

     Net loss                           --               --               --          (152)         (15,048)         (15,200)
                                    ------          -------          -------         -----          -------          -------

     December 31, 1997               1,000           99,000          100,000          (536)         (53,035)         (53,571)

     Net income                         --               --               --           320           31,633           31,953

     Redemption of units                --           (2,248)          (2,248)           --               --               --
                                    ------          -------          -------         -----          -------          -------

     December 31, 1998               1,000           96,752           97,752          (216)         (21,402)         (21,618)

     Net loss                           --               --               --           (67)          (6,656)          (6,723)
                                    ------          -------          -------         -----          -------          -------

     December 31, 1999               1,000           96,752           97,752         $(283)         (28,058)         (28,341)
                                    ======          =======          =======         =====          =======          =======
</TABLE>


                                      F-14

<PAGE>   47
                                                                    ATTACHMENT 1

             NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                            (A LIMITED PARTNERSHIP)

         Properties Effectively Owned by NPAMLP at December 31, 1999(1)


                               PROPERTY LOCATION
--------------------------------------------------------------------------------

Ardmore, OK              Huntsville, AL*             O'Fallon, MO
Borger, TX               Huron, SD                   Philadelphia, PA*+
Bowling Green, OH        Hutchinson, MN              San Mateo, CA*
Cahokia, IL              Independence, MO            Sault Ste. Marie, MI
Chesapeake, VA*+         International Falls, MN     Seven Hills, OH*+
Clackamas, OR**          Kalamazoo, MI*+             Sparks, NV**
Cottage Grove, MN        Lake Mary, FL               Steger, IL
Crescent City, CA        Lockport, IL                Taylorville, IL
Dunmore, PA*             Marquette, MI*              Urbana, IL
East Haven, CT           Maryville, MO*              Wahpeton, ND
Escanaba, MI             Menominee, MI*              Washington, IA
Fairborn, OH*+           New Hope, MN                Waverly, OH
Fairfield, IA            Newberry, SC                Wheelersburg, OH
Federal Way, WA          North Augusta, SC*          Yazoo City, MS
Fond du Lac, WI          North Sarasota, FL
Fort Wayne, IN**         Oak Lawn, IL*
Huntington, WV           Ocala, FL

 * Properties with ground leases (note 5).
** Property subject to sales contracts (note 7).
 + Land sales (note 5).

(1) Effectively owned refers to the fact that legal title to the properties is
    held by certain partnerships as nominee titleholder and agent for NPAMLP.
    NPAMLP has all beneficial interest in and equitable title to the properties
    and has the right to cause a transfer of legal title at its request.


                                      F-15
<PAGE>   48
                                                                     SCHEDULE II

             NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                            (A LIMITED PARTNERSHIP)

                   Combined Valuation and Qualifying Accounts

                        December 31, 1999, 1998 and 1997
                                 (in thousands)
<TABLE>
<CAPTION>
                                      BALANCE,   ADDITIONS                  BALANCE,
                                     BEGINNING   CHARGED TO                  END OF
                                      OF YEAR    OPERATIONS    DEDUCTIONS     YEAR
                                     ---------   ----------    ----------   --------
<S>                                    <C>           <C>           <C>         <C>
Allowance for doubtful accounts:
   Year ended December 31, 1997        $  20         10            --          30
   Year ended December 31, 1998           30         --            --          30
   Year ended December 31, 1999           30         --            --          30
</TABLE>


                                      F-16
<PAGE>   49
                                                                    SCHEDULE III

             NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                            (A LIMITED PARTNERSHIP)

           Combined Real Estate and Accumulated Depreciation Schedule

                        December 31, 1999, 1998 and 1997
                                 (in thousands)


<TABLE>
<CAPTION>
                                                                               COST CAPITALIZED
                                                                            (WRITTEN OFF) SUBSEQUENT
                                                     INITIAL COST                 TO ACQUISITION
                                               ------------------------     -------------------------
                                                          BUILDINGS AND                 BUILDINGS AND
PROPERTY LOCATION             ENCUMBRANCES       LAND     IMPROVEMENTS        LAND      IMPROVEMENTS
-----------------             ------------     --------   -------------     --------   --------------
<S>                           <C>                <C>         <C>              <C>          <C>
Ardmore, OK                   $     7,280          750       14,989             --            (37)
Borger, TX                            694          106        1,143             --             --
Bowling Green, OH                   4,946          496        5,270             --             35
Cahokia, IL                            --          600        5,800           (578)        (5,790)
Chesapeake, VA                      3,671          416        4,798             --             --
Clackamas, OR                       1,137          124        3,091             --             --
Cottage Grove, MN                   6,718          740        5,550            (84)         4,537
Crescent City, CA                   1,536          129        2,220             --             --
Dunmore, PA                           732           --        1,350             --             --
East Haven, CT                      3,535          447        4,883             --          2,361
Escanaba, MI                        1,038          159        1,616             --             --
Fairborn, OH                        3,399          377        4,961             --             10
Fairfield, IA                         244           45          461             --             --
Federal Way, WA                     2,579           86        1,894             --             --
Fond du Lac, WI                     5,167          760        7,721            (24)           179
Fort Wayne, IN                      4,015          575        6,616             --             --
Huntington, WV                      2,518          336        3,649             --            467
Huntsville, AL                      1,291           --        1,904             --            144
Huron, SD                             316           58          598             --             --
Hutchinson, MN                      1,939          179        3,304             --             --
Independence, MO                    2,877          394        3,550             --            446
International Falls, MN             1,742          179        3,071             --             --
Kalamazoo, MI                       2,617          250        4,850             --            252
Lake Mary, FL                       5,121        1,310        7,422             --             --
Lockport, IL                        2,195          286        2,572             --            464
Marquette, MI                       7,978           --        5,700             --          8,565
Maryville, MO                         220           --        1,248             --             78
Menominee, MI                       1,883           --        2,722             --            100
New Hope, MN                        3,219          357        3,774             --            390
Newberry, SC                        1,723          201        2,192             --             --
North Augusta, SC                   1,995          100        2,900             --             --
North Sarasota, FL                  4,802          459        5,686             --            256
O'Fallon, MO                        3,185          343        3,626             --             56
Oak Lawn, IL                        6,099           --        9,029             --            178
Ocala, FL                           2,498          417        3,301             --             --
Philadelphia, PA                    3,628          529        5,859             --            202
</TABLE>



<TABLE>
<CAPTION>
                                            BUILDINGS AND                 ACCUMULATED       DATE OF
PROPERTY LOCATION                  LAND     IMPROVEMENTS       TOTAL      DEPRECIATION    ACQUISITION    LIFE          METHOD
-----------------                --------   -------------     --------   --------------   -----------   ------      -------------
<S>                                <C>          <C>            <C>            <C>             <C>        <C>        <C>
Ardmore, OK                          750        14,952         15,702         8,041           09/83      Varies     Varies
Borger, TX                           106         1,143          1,249           619           10/83      30 years   Straight line
Bowling Green, OH                    496         5,305          5,801         3,328           02/81      Varies     Varies
Cahokia, IL                           22            10             32             2           10/82      Varies     Varies
Chesapeake, VA                       416         4,798          5,214         2,772           09/82      30 years   Straight line
Clackamas, OR                        124         3,091          3,215         1,683           09/83      30 years   Straight line
Cottage Grove, MN                    656        10,087         10,743         3,782           11/81      Varies     Varies
Crescent City, CA                    129         2,220          2,349         1,221           07/83      30 years   Straight line
Dunmore, PA                           --         1,350          1,350         1,106           06/75      30 years   Straight line
East Haven, CT                       447         7,244          7,691         3,270           08/80      Varies     Varies
Escanaba, MI                         159         1,616          1,775           929           10/82      30 years   Straight line
Fairborn, OH                         377         4,971          5,348         2,896           07/82      Varies     Varies
Fairfield, IA                         45           461            506           243           03/84      30 years   Straight line
Federal Way, WA                       86         1,894          1,980         1,184           04/81      30 years   Straight line
Fond du Lac, WI                      736         7,900          8,636         4,445           10/82      Varies     Varies
Fort Wayne, IN                       575         6,616          7,191         3,529           01/84      30 years   Straight line
Huntington, WV                       336         4,116          4,452         1,940           10/84      Varies     Varies
Huntsville, AL                        --         2,048          2,048         1,017           03/84      Varies     Varies
Huron, SD                             58           598            656           316           03/84      30 years   Straight line
Hutchinson, MN                       179         3,304          3,483         1,826           06/83      30 years   Straight line
Independence, MO                     394         3,996          4,390         2,302           05/81      Varies     Varies
International Falls, MN              179         3,071          3,250         1,689           07/83      30 years   Straight line
Kalamazoo, MI                        250         5,102          5,352         3,204           09/80      Varies     Varies
Lake Mary, FL                      1,310         7,422          8,732           962           12/94      Varies     Varies
Lockport, IL                         286         3,036          3,322         1,587           07/82      Varies     Varies
Marquette, MI                         --        14,265         14,265         5,777           05/83      Varies     Varies
Maryville, MO                         --         1,326          1,326           685           11/83      Varies     Varies
Menominee, MI                         --         2,822          2,822         1,657           10/81      Varies     Varies
New Hope, MN                         357         4,164          4,521         2,396           03/81      Varies     Varies
Newberry, SC                         201         2,192          2,393         1,114           10/84      30 years   Straight line
North Augusta, SC                    100         2,900          3,000         1,917           03/80      30 years   Straight line
North Sarasota, FL                   459         5,942          6,401         3,679           11/80      Varies     Varies
O'Fallon, MO                         343         3,682          4,025         2,279           03/81      Varies     Varies
Oak Lawn, IL                          --         9,207          9,207         5,574           10/81      Varies     Varies
Ocala, FL                            417         3,301          3,718         1,862           02/83      30 years   Straight line
Philadelphia, PA                     529         6,061          6,590         3,863           08/80      Varies     Varies
</TABLE>


                                      F-17                           (Continued)

<PAGE>   50
                                                                    SCHEDULE III

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)

           Combined Real Estate and Accumulated Depreciation Schedule

                        December 31, 1999, 1998 and 1997
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                COST CAPITALIZED
                                                                              (WRITTEN OFF) SUBSEQUENT
                                                          INITIAL COST            TO ACQUISITION
                                                     -----------------------   -----------------------
                                                               BUILDINGS AND           BUILDINGS AND               BUILDINGS AND
PROPERTY LOCATION                  ENCUMBRANCES       LAND     IMPROVEMENTS    LAND     IMPROVEMENTS      LAND      IMPROVEMENTS
-----------------                  ------------       ----     ------------    ----     ------------      ----      ------------
<S>                                <C>              <C>        <C>            <C>      <C>                <C>      <C>
San Mateo, CA                        $  2,746            --         6,672        --            --             --         6,672
Sault Ste. Marie, MI                    1,916           375         2,816        --            --            375         2,816
Seven Hills, OH                         2,056           371         3,771        --            --            371         3,771
Sparks, NV                             11,248         1,648        20,409        --            --          1,648        20,409
Steger, IL                              2,298           332         2,489        --            28            332         2,517
Taylorville, IL                         2,505           492         3,696        --           118            492         3,814
Urbana, IL                              3,639           633         4,753        --            91            633         4,844
Wahpeton, ND                              304            56           577        --            --             56           577
Washington, IA                            228            41           431        --            --             41           431
Waverly, OH                             2,519           471         2,920        --           169            471         3,089
Wheelersburg, OH                        1,279           194         2,081        --           213            194         2,294
Yazoo City, MS                          2,549           158         1,820        --           409            158         2,229
                                     --------        ------       -------      ----        ------         ------       -------
                 Total               $137,824        15,979       201,755      (686)       13,921         15,293       215,676
                                     ========        ======       =======      ====        ======         ======       =======
Cross-collateralized wraparound
    mortgages on properties
    previously disposed              $  6,399
                                     --------
                                     $144,223
                                     ========
</TABLE>


<TABLE>
<CAPTION>
                                                    ACCUMULATED       DATE OF
PROPERTY LOCATION                       TOTAL       DEPRECIATION     ACQUISITION     LIFE             METHOD
-----------------                       -----       ------------     -----------     ----             ------
<S>                                      <C>        <C>              <C>            <C>             <C>
San Mateo, CA                             6,672         4,040           11/81       30 years        Straight line
Sault Ste. Marie, MI                      3,191         1,612           11/82       30 years        Straight line
Seven Hills, OH                           4,142         2,168           10/82       30 years        Straight line
Sparks, NV                               22,057        10,998           11/83       30 years        Straight line
Steger, IL                                2,849         1,512           11/81       Varies          Varies
Taylorville, IL                           4,306         2,158           11/82       Varies          Varies
Urbana, IL                                5,477         2,727           11/82       Varies          Varies
Wahpeton, ND                                633           305           03/84       30 years        Straight line
Washington, IA                              472           228           03/84       30 years        Straight line
Waverly, OH                               3,560         1,696           10/82       Varies          Varies
Wheelersburg, OH                          2,488         1,189           10/83       Varies          Varies
Yazoo City, MS                            2,387           973           09/84       Varies          Varies
                                        -------       -------
                 Total                  230,969       114,302
                                        =======       =======
</TABLE>


Properties consist primarily of shopping centers and free standing, single
tenant retail stores.

Depreciation of NPAMLP's investment in buildings and improvements reflected
in the statements of operations is calculated over the estimated useful lives of
the assets as follows:

    Base building.......  30 years       Building components.....  15-39 years

The aggregate cost for federal income tax purposes was approximately $14,347 at
December 31, 1999.

The changes in total real estate assets and accumulated depreciation for the
years ended December 31, are as follows:

<TABLE>
<CAPTION>
                                     TOTAL REAL ESTATE ASSETS
                             ----------------------------------------------
                               1999              1998              1997
                             ---------         ---------         ---------
<S>                          <C>                 <C>               <C>
Beginning Balance            $ 240,321           273,734           277,585
Improvements                     2,251             1,929             1,618
Acquisitions                      --                --                  41
Disposals/write-downs          (11,603)          (35,342)           (5,510)
                             ---------         ---------         ---------
                             $ 230,969           240,321           273,734
                             =========         =========         =========
</TABLE>


<TABLE>
<CAPTION>
                                             ACCUMULATED DEPRECIATION
                                   ---------------------------------------------
                                      1999              1998              1997
                                   ---------         ---------         ---------
<S>                                <C>               <C>               <C>
Beginning Balance                  $ 113,228           122,448           115,711
Depreciation - Original                6,526             7,150             7,950
Depreciation - Improvements              622               787               654
Disposals                             (6,074)          (17,157)           (1,867)
                                   ---------         ---------         ---------
                                   $ 114,302           113,228           122,448
                                   =========         =========         =========
</TABLE>


                                      F-18