<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, 2000
                                                       ---------------------

   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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                                      INDEX

<TABLE>
<CAPTION>
                                                                                                        Page
<S>                                                                                                     <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.  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, 2000 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 23 states. Of the 48 Properties
owned by the MLP, 30 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 18 remaining properties are
multi-tenant shopping center properties ("Shopping Center Properties"). The
tenants in the Shopping Center Properties generally


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<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, 2000, 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 has 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 2000 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 seventeen 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 78%. 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


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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, 2000, approximately $35,134,000 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, 2000, the MLP owned
and operated 48 Properties located in 23 states. Approximately 63% of the
Properties are Single Tenant Properties and 37% 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 1998 following the filing of actions by secured creditors seeking
foreclosure. As of December 31, 2000, all of these bankruptcies have


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been dismissed at the 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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SCHEDULE 1


DESCRIPTION OF PROPERTY AND TENANT INFORMATION

<TABLE>
<CAPTION>
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                                                                                      TOTAL         AVERAGE
    PROPERTY                                TOTAL              OCCUPANCY             MINIMUM          RENT
    LOCATION                                 GLA                  RATE                 RENT **        PSF
------------------------------------------------------------------------------------------------------------
<S>                                      <C>                   <C>                   <C>            <C>
Ardmore, OK                                216,890                87.9%               $887,673       $4.66
Borger, TX                                  31,750               100.0%                 29,100        0.92
Bowling Green, OH                          135,187                72.9%                267,100        2.71
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                56.5%                788,037        8.35
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                80.7%                796,508        6.34
Escanaba, MI                                40,175               100.0%                114,715        2.86
Fairborn, OH                               136,555                94.5%                481,670        3.73
Fairfield, IA                               33,000               100.0%                 23,544        0.71
Federal Way,  WA                            37,560               100.0%                 45,000        1.20
Fort Wayne, IN                             778,500               100.0%                607,726        0.78
Huntington, WV                             142,055                93.6%                395,030        2.97
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               100.0%                384,984        2.86
International Falls, MN                     60,842               100.0%                237,000        3.90
Kalamazoo, MI                              120,958               100.0%                471,580        3.90
Lake Mary, FL                              107,400               100.0%                923,640        8.60
Lockport, IL                               100,838                91.5%                285,233        3.09
Marquette, MI                              254,756                92.9%              1,117,743        4.72
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%                349,965        3.84
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
Painesville, OH                             10,125               100.0%                168,011       16.59
San Mateo, CA                               84,704               100.0%                476,546        5.63
Sault Ste. Marie, MI                        92,650               100.0%                237,598        2.56
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                95.1%                347,080        8.46
Urbana, IL                                  55,531               100.0%                441,310        7.95
Wahpeton, ND                                49,320               100.0%                 21,963        0.45
Washington, IA                              35,600               100.0%                 24,506        0.69
Waverly, OH                                 55,102                98.2%                266,136        4.92
Wheelersburg, OH                           125,958                71.7%                177,612        1.97
Yazoo City,  MS                             79,996                58.1%                142,547        3.06
</TABLE>

      **  Based on leases in effect as of December 31, 2000.


                                        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-05          2 / 5 YR
                              Beall                                   25,632          83,304       30-Apr-05          3 / 5 YR
                              Staples                                 22,720         124,900       28-Feb-09          4 / 5 YR
                              Goody's Family Clothing                 26,432         218,064       31-Oct-11          2 / 5 YR
Borger, TX                    Safeway                                 31,750          29,100       31-Aug-03          6 / 5 YR
Bowling Green, OH             Kmart                                   87,543         224,000       30-Nov-12         10 / 5 YR
Cahokia, IL                   Goodyear Service Center                 26,000          24,133       28-Feb-04
Chesapeake, VA                Kmart                                  162,020         402,725       31-Oct-05         6 / 10 YR
Clackamas, OR                 Safeway (regional office)               58,543         227,808       14-Jun-03          6 / 5 YR
Cottage Grove, MN             Rainbow Foods                           70,130         606,624       11-Jul-16          6 / 5 YR
Crescent City, CA             Safeway                                 33,000          60,000       31-May-04          6 / 5 YR
Dunmore, PA                   Price Chopper                           26,475          78,696       30-Nov-05          3 / 5 YR
East Haven, CT                Nat'l Wholesale Liquidators             84,180         441,945       31-Jan-06          5 / 5 YR
Escanaba, MI                  Kmart                                   40,175         114,715       30-Sep-01         10 / 5 YR
Fairborn, OH                  Kmart                                   84,180         268,000       31-Jul-05          9 / 5 YR
                              Kroger*                                 30,975         106,120       31-Mar-01          4 / 5 YR
Fairfield, IA                 Pamida                                  33,000          23,544       30-Jun-04          3 / 5 YR
Federal Way,  WA              Safeway                                 37,560          45,000       31-Oct-03          6 / 5 YR
Fort Wayne, IN                Kmart (distribution center) *          778,500         607,726       15-Nov-03          6 / 5 YR
Huntington, WV                Ames                                    85,817         184,000       31-Jul-03          5 / 5 YR
                              Office Depot                            25,900         111,370       28-Feb-05          4 / 5 YR
Huntsville, AL                Kmart                                  104,000         244,400       30-Nov-10          4 / 5 YR
Huron, SD                     Fairway Foods                           28,720          70,635
Hutchinson, MN                Kmart                                   60,842         229,800       30-Sep-06         10 / 5 YR
Independence, MO              Kmart                                  116,799         308,634       31-Mar-10          5 / 5 YR
International Falls, MN       Kmart                                   60,842         237,000       31-Jul-06         10 / 5 YR
Kalamazoo, MI                 Kmart                                   84,180         248,770       28-Feb-05          9 / 5 YR
                              Ace Hardware                            30,650         176,237       26-Jul-05          2 / 5 YR
Lake Mary, FL                 Builder's Square *                     107,400         923,640       31-Dec-17         10 / 5 YR
Lockport, IL                  Kmart                                   54,000         133,684       30-Jun-04         10 / 5 YR
                              Sterk's Super Foods, Inc.               35,170         121,603       31-May-06          3 / 5 YR
Marquette, MI                 Kmart                                   85,480         218,657       30-Nov-04          9 / 5 YR
                              Younker's                               44,068          92,543       01-Oct-11
                              J.C. Penney                             33,996         118,286       31-Aug-09          4 / 5 YR
Maryville, MO                 J.C. Penney                             22,060          65,502       31-Oct-01          3 / 5 YR
Menominee, MI                 Kmart                                   82,611         197,848       30-Apr-10          8 / 5 YR
New Hope, MN                  Kmart                                  115,492         319,462       30-Jun-12          9 / 5 YR
Newberry, SC                  Kmart *                                 55,552         194,083       30-Jun-05         10 / 5 YR
North Augusta, SC             Vacant                                  84,000
North Sarasota, FL            Kmart                                   84,180         280,440       30-Nov-03         10 / 5 YR
                              Bealls                                  40,000         141,040       20-Nov-03          5 / 5 YR
O' Fallon, MO                 Kmart                                   83,061         279,415       30-Nov-05         10 / 5 YR
Oak Lawn, IL                  Kmart*                                 104,622         447,150       31-May-03         10 / 5 YR
                              Jewel Foods                             58,575         414,762       03-Jan-04          3 / 5 YR
Ocala, FL                     Kmart                                  103,964         226,310       30-Jun-02          9 / 5 YR
Philadelphia, PA              Kmart                                   91,033         388,500       31-Mar-05         10 / 5 YR
                              Acme                                    36,973         168,000       30-Jun-05          6 / 5 YR
Painesville, OH               CVS                                     10,125         168,011       31-Jan-19          6 / 5 YR
San Mateo, CA                 Kmart                                   84,704         476,546       31-Jan-15
Sault Ste. Marie, MI          Kmart                                   92,650         237,598       30-Sep-16         10 / 5 YR
Seven Hills, OH               Kmart                                  121,677         318,595       31-Aug-02          9 / 5 YR
Sparks, NV                    Kmart (distribution center)          1,579,000       1,696,878       12-Dec-06          7 / 5 YR
Steger, IL                    Kmart                                   87,678         261,013       30-Nov-10         10 / 5 YR
Taylorville, IL               Kroger                                  27,958         237,761       31-Mar-07          5 / 5 YR
                              CVS                                     10,069          81,319       31-Mar-07          5 / 5 YR
Urbana, IL                    Jerry's IGA                             43,667         370,648       31-Mar-07          5 / 5 YR
Wahpeton, ND                  Pamida                                  49,320          21,963       30-Jun-04          3 / 5 YR
Washington, IA                Pamida                                  35,600          24,506       30-Jun-04          3 / 5 YR
Waverly, OH                   Kroger                                  38,268         154,558       30-Nov-04          4 / 5 YR
Wheelersburg, OH              Quality Farm & Fleet                    53,844          85,000       28-Feb-05          2 / 5 YR
                              Kroger                                  25,168          62,290       31-Jul-04          3 / 5 YR
Yazoo City,  MS               Miss. Baptist Medical Ctr.              20,116          61,957       31-May-05          1 / 5 YR
</TABLE>

      *  Tenant has ceased operations and vacated and continues to pay rent
         under the terms of its lease .


                                        9
<PAGE>   12
SCHEDULE 2

TENANT LEASE EXPIRATIONS

<TABLE>
<CAPTION>
                                                                   /------------------2001------------------/
-----------------------------------------------------------------  -----------------------------------------
                                                      TOTAL         NUMBER
            PROPERTY                  TOTAL          MINIMUM          OF          MINIMUM
            LOCATION                   GLA             RENT         TENANTS         RENT          S.F.
-----------------------------------------------------------------  -----------------------------------------
<S>                                <C>             <C>              <C>           <C>            <C>
Ardmore, OK                          216,890        $887,673           8          $83,181        21,130
Borger, TX                            31,750          29,100
Bowling Green, OH                    135,187         267,100
Cahokia, IL                           26,000          24,133
Chesapeake, VA                       162,020         402,725
Clackamas, OR                         58,543         227,808
Cottage Grove, MN                    167,114         788,037           1           16,200         2,400
Crescent City, CA                     33,000          60,000
Dunmore, PA                           26,475          78,696
East Haven, CT                       155,877         796,508           1           18,000         2,500
Escanaba, MI                          40,175         114,715           1          114,715        40,175
Fairborn, OH                         136,555         481,670           2          148,120        37,975
Fairfield, IA                         33,000          23,544
Federal Way,  WA                      37,560          45,000
Fort Wayne, IN                       778,500         607,726
Huntington, WV                       142,055         395,030           2           12,138         1,803
Huntsville, AL                       104,000         244,400
Huron, SD                             52,030          70,635
Hutchinson, MN                        60,842         229,800
Independence, MO                     134,634         384,984           4           26,550         4,200
International Falls, MN               60,842         237,000
Kalamazoo, MI                        120,958         471,580
Lake Mary, FL                        107,400         923,640
Lockport, IL                         100,838         285,233
Marquette, MI                        254,756       1,117,743           8          178,412        15,485
Maryville, MO                         34,955         114,528           2           78,674        24,599
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           2           37,425         2,400
O' Fallon, MO                         91,061         349,965
Oak Lawn, IL                         163,208         861,912
Ocala, FL                            103,964         226,310
Philadelphia, PA                     128,006         556,500
Painesville, OH                       10,125         168,011
San Mateo, CA                         84,704         476,546
Sault Ste. Marie, MI                  92,650         237,598
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         347,080           1            2,500
Urbana, IL                            55,531         441,310
Wahpeton, ND                          49,320          21,963
Washington, IA                        35,600          24,506
Waverly, OH                           55,102         266,136
Wheelersburg, OH                     125,958         177,612
Yazoo City,  MS                       79,996         142,547

-----------------------------------------------------------------  -----------------------------------------
TOTALS                             6,616,257      17,199,578          32          715,915       152,667
-----------------------------------------------------------------  -----------------------------------------

-----------------------------------------------------------------                ---------------------------
ANNUAL % TO TOTAL                     100.0%          100.0%                         4.2%          2.3%
-----------------------------------------------------------------                ---------------------------

---------------------------------                                                ---------------------------
CUMULATIVE %                                                                         4.2%          2.3%
---------------------------------                                                ---------------------------
</TABLE>

<TABLE>
<CAPTION>
                                   /------------------2002------------------/
---------------------------------  -----------------------------------------
                                     NUMBER
            PROPERTY                   OF           MINIMUM
            LOCATION                 TENANTS          RENT           S.F.
---------------------------------  -----------------------------------------
<S>                                  <C>           <C>             <C>
Ardmore, OK                            8            $139,410        18,368
Borger, TX
Bowling Green, OH
Cahokia, IL
Chesapeake, VA
Clackamas, OR
Cottage Grove, MN                      2              26,000         2,950
Crescent City, CA
Dunmore, PA
East Haven, CT
Escanaba, MI
Fairborn, OH
Fairfield, IA
Federal Way,  WA
Fort Wayne, IN
Huntington, WV                         2              33,145         7,735
Huntsville, AL
Huron, SD
Hutchinson, MN
Independence, MO
International Falls, MN
Kalamazoo, MI
Lake Mary, FL
Lockport, IL
Marquette, MI                          8             192,385        16,318
Maryville, MO                          1              14,000         1,400
Menominee, MI
New Hope, MN
Newberry, SC
North Augusta, SC                      1              63,600        19,964
North Sarasota, FL                     1              40,000         5,000
O' Fallon, MO                          1              25,950         3,000
Oak Lawn, IL
Ocala, FL                              1             226,310       103,964
Philadelphia, PA
Painesville, OH
San Mateo, CA
Sault Ste. Marie, MI
Seven Hills, OH                        1             318,595       121,677
Sparks, NV
Steger, IL
Taylorville, IL                        1              25,500         3,000
Urbana, IL                             2              45,000         7,664
Wahpeton, ND
Washington, IA
Waverly, OH                            2              29,427         4,200
Wheelersburg, OH                       1              12,360         2,060
Yazoo City,  MS                        2              19,240         3,400

---------------------------------  ------------------------------------------
TOTALS                                34           1,210,922       320,700
---------------------------------  ------------------------------------------

---------------------------------                 ---------------------------
ANNUAL % TO TOTAL                                       7.0%          4.8%
---------------------------------                 ---------------------------

---------------------------------                 ---------------------------
CUMULATIVE %                                           11.2%          7.1%
---------------------------------                 ---------------------------
</TABLE>


                                       10
<PAGE>   13
SCHEDULE 2, CONTINUED
TENANT LEASE EXPIRATIONS

<TABLE>
<CAPTION>
                                                                   /------------------2003------------------/
-----------------------------------------------------------------  -----------------------------------------
                                                      TOTAL         NUMBER
            PROPERTY                  TOTAL          MINIMUM          OF          MINIMUM
            LOCATION                   GLA             RENT         TENANTS         RENT          S.F.
-----------------------------------------------------------------  -----------------------------------------
<S>                                <C>             <C>              <C>           <C>            <C>
Ardmore, OK                          216,890        $887,673           2          $48,823         5,262
Borger, TX                            31,750          29,100           1           29,100        31,750
Bowling Green, OH                    135,187         267,100           1           44,100        11,000
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         788,037
Crescent City, CA                     33,000          60,000
Dunmore, PA                           26,475          78,696
East Haven, CT                       155,877         796,508           2          137,320        14,740
Escanaba, MI                          40,175         114,715
Fairborn, OH                         136,555         481,670           1           32,572         6,900
Fairfield, IA                         33,000          23,544
Federal Way,  WA                      37,560          45,000           1           45,000        37,560
Fort Wayne, IN                       778,500         607,726           1          607,726       778,500
Huntington, WV                       142,055         395,030           6          242,733        96,392
Huntsville, AL                       104,000         244,400
Huron, SD                             52,030          70,635
Hutchinson, MN                        60,842         229,800
Independence, MO                     134,634         384,984
International Falls, MN               60,842         237,000
Kalamazoo, MI                        120,958         471,580
Lake Mary, FL                        107,400         923,640
Lockport, IL                         100,838         285,233           1           29,946         3,100
Marquette, MI                        254,756       1,117,743           3          145,857         9,719
Maryville, MO                         34,955         114,528           1            9,800         2,450
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           2          421,480       124,180
O' Fallon, MO                         91,061         349,965
Oak Lawn, IL                         163,208         861,912           1          447,150       104,633
Ocala, FL                            103,964         226,310
Philadelphia, PA                     128,006         556,500
Painesville, OH                       10,125         168,011
San Mateo, CA                         84,704         476,546
Sault Ste. Marie, MI                  92,650         237,598
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         347,080
Urbana, IL                            55,531         441,310
Wahpeton, ND                          49,320          21,963
Washington, IA                        35,600          24,506
Waverly, OH                           55,102         266,136
Wheelersburg, OH                     125,958         177,612           2           17,961         9,262
Yazoo City,  MS                       79,996         142,547           2           43,950        12,600

-----------------------------------------------------------------  -----------------------------------------
TOTALS                             6,616,257      17,199,578          28        2,531,326     1,306,591
-----------------------------------------------------------------  -----------------------------------------

-----------------------------------------------------------------               ----------------------------
ANNUAL % TO TOTAL                     100.0%          100.0%                        14.7%         19.7%
-----------------------------------------------------------------               ----------------------------

---------------------------------                                               ----------------------------
CUMULATIVE %                                                                        25.9%         26.8%
---------------------------------                                               ----------------------------
</TABLE>

<TABLE>
<CAPTION>
                                   /------------------2004------------------/
---------------------------------  -----------------------------------------
                                     NUMBER
            PROPERTY                   OF           MINIMUM
            LOCATION                 TENANTS          RENT           S.F.
---------------------------------  -----------------------------------------
<S>                                  <C>           <C>             <C>
Ardmore, OK                            1             $15,964         1,485
Borger, TX
Bowling Green, OH
Cahokia, IL                            1              24,133        26,000
Chesapeake, VA
Clackamas, OR
Cottage Grove, MN                      1              34,100        11,000
Crescent City, CA                      1              60,000        33,000
Dunmore, PA
East Haven, CT                         2              71,100        10,052
Escanaba, MI
Fairborn, OH
Fairfield, IA                          1              37,286        33,000
Federal Way,  WA
Fort Wayne, IN
Huntington, WV
Huntsville, AL
Huron, SD
Hutchinson, MN
Independence, MO                       1              36,000         9,840
International Falls, MN
Kalamazoo, MI
Lake Mary, FL
Lockport, IL                           1             133,684        54,000
Marquette, MI                          4             317,207        93,750
Maryville, MO
Menominee, MI
New Hope, MN
Newberry, SC
North Augusta, SC
North Sarasota, FL                     1              13,416         1,200
O' Fallon, MO
Oak Lawn, IL                           1             414,762        58,575
Ocala, FL
Philadelphia, PA
Painesville, OH
San Mateo, CA
Sault Ste. Marie, MI
Seven Hills, OH
Sparks, NV
Steger, IL
Taylorville, IL
Urbana, IL                             1               8,960         1,400
Wahpeton, ND                           1              24,506        49,320
Washington, IA                         1              21,963        35,600
Waverly, OH                            3             200,454        45,068
Wheelersburg, OH                       1              62,290        25,168
Yazoo City,  MS

---------------------------------  ------------------------------------------
TOTALS                                22           1,475,825       488,458
---------------------------------  ------------------------------------------

---------------------------------                 ---------------------------
ANNUAL % TO TOTAL                                       8.6%          7.4%
---------------------------------                 ---------------------------

---------------------------------                 ---------------------------
CUMULATIVE %                                           34.5%         34.2%
---------------------------------                 ---------------------------
</TABLE>


                                       11
<PAGE>   14
Schedule 2, Continued

TENANT LEASE EXPIRATIONS

<TABLE>
<CAPTION>
                                                                   /------------------2005------------------/
-----------------------------------------------------------------  -----------------------------------------
                                                     TOTAL         NUMBER
            PROPERTY                  TOTAL         MINIMUM          OF         MINIMUM
            LOCATION                   GLA            RENT         TENANTS        RENT           S.F.
-----------------------------------------------------------------  -----------------------------------------
<S>                                <C>             <C>              <C>         <C>             <C>
Ardmore, OK                          216,890        $887,673         5           $247,524        94,124
Borger, TX                            31,750          29,100
Bowling Green, OH                    135,187         267,100
Cahokia, IL                           26,000          24,133
Chesapeake, VA                       162,020         402,725         1            402,725       162,020
Clackamas, OR                         58,543         227,808
Cottage Grove, MN                    167,114         788,037         1             39,600         4,950
Crescent City, CA                     33,000          60,000
Dunmore, PA                           26,475          78,696         1             78,696        26,475
East Haven, CT                       155,877         796,508         3             56,724        11,431
Escanaba, MI                          40,175         114,715
Fairborn, OH                         136,555         481,670         1            268,000        84,180
Fairfield, IA                         33,000          23,544
Federal Way,  WA                      37,560          45,000
Fort Wayne, IN                       778,500         607,726
Huntington, WV                       142,055         395,030         1            111,370        25,900
Huntsville, AL                       104,000         244,400
Huron, SD                             52,030          70,635
Hutchinson, MN                        60,842         229,800
Independence, MO                     134,634         384,984
International Falls, MN               60,842         237,000
Kalamazoo, MI                        120,958         471,580         4            471,580       120,959
Lake Mary, FL                        107,400         923,640
Lockport, IL                         100,838         285,233
Marquette, MI                        254,756       1,117,743         2             16,767           729
Maryville, MO                         34,955         114,528         1             13,475         4,900
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         1             22,275         2,025
O' Fallon, MO                         91,061         349,965         1            279,415        83,061
Oak Lawn, IL                         163,208         861,912
Ocala, FL                            103,964         226,310
Philadelphia, PA                     128,006         556,500         5            556,500       128,006
Painesville, OH                       10,125         168,011
San Mateo, CA                         84,704         476,546
Sault Ste. Marie, MI                  92,650         237,598
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         347,080
Urbana, IL                            55,531         441,310         1              9,625         1,750
Wahpeton, ND                          49,320          21,963
Washington, IA                        35,600          24,506
Waverly, OH                           55,102         266,136         1             36,255         4,834
Wheelersburg, OH                     125,958         177,612         1             85,000        53,844
Yazoo City,  MS                       79,996         142,547         2            106,957        40,116

-----------------------------------------------------------------  -----------------------------------------
TOTALS                             6,616,257      17,199,578        32          2,802,488       849,304
-----------------------------------------------------------------  -----------------------------------------

-----------------------------------------------------------------               ----------------------------
ANNUAL % TO TOTAL                     100.0%          100.0%                        16.3%         12.8%
-----------------------------------------------------------------               ----------------------------

---------------------------------                                               ----------------------------
CUMULATIVE %                                                                        50.8%         47.0%
---------------------------------                                               ----------------------------
</TABLE>


                                       12
<PAGE>   15
SCHEDULE 3

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                        THIRD PARTY UNDERLYING OBLIGATIONS
                                                                                                                        PRINCIPAL
       PROPERTY                                                            MORTGAGE        INTEREST                    BALANCE AT
       LOCATION                             MORTGAGEE (S)                    TYPE            RATE        DUE DATE       31-DEC-00
-----------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                                          <C>             <C>         <C>             <C>
Ardmore, OK                   Archon Financial                                 1st           8.59%       01-Mar-10     $6,723,666
Borger, TX                    Firstrust Bank (c)                               1st           9.37%       01-Feb-05        158,506
Bowling Green, OH             Credit Suisse First Boston (b)                   1st           7.05%       31-Jul-08      2,537,037
Cahokia, IL                   NONE
Chesapeake, VA                John Hancock Real Estate Finance                 1st           8.00%       01-Jan-04      1,146,505
                              Lawrence Kadish                                  2nd           9.00%       01-Jan-06        492,849
Clackamas, OR                 First Oxford Corporation                         1st           9.00%       01-Jul-03      1,145,519
Cottage Grove, MN             IDS Life Insurance (d)                           1st           8.75%       01-Nov-16      5,607,802
Crescent City, CA             Firstrust Bank (c)                               1st           9.37%       01-Feb-05        328,879
Dunmore, PA                   NONE
East Haven, CT                Aetna Life Insurance Company                     1st           8.88%       01-Sep-05      1,719,928
                              Beal Bank                                        2nd           8.53%       01-Aug-05      1,132,052
Escanaba, MI                  Developers Diversified                           1st           9.75%       01-Nov-12        826,717
Fairborn, OH                  Aetna Life Insurance Company                     1st           9.50%       01-Sep-04      1,253,259
                              Federal Deposit Insurance Corporation            2nd          10.35%       27-May-04        790,091
Fairfield, IA                 Shopko Stores, Inc.                              1st          10.25%     01-Jul-1999         52,082
Federal Way,  WA              Firstrust Bank (c)                               1st           9.37%       01-Feb-05        246,660
Fort Wayne, IN                New York Life Insurance Company                  1st           8.63%       15-Nov-03      2,030,866
Huntington, WV                Suburban Capital Markets, Inc. (a)               1st           9.13%       01-Feb-07      1,689,737
Huntsville, AL                Credit Suisse First Boston (b)                   1st           7.05%       31-Jul-08        700,893
Huron, SD                     Shopko Stores, Inc.                              1st          10.25%     01-Jul-1999         67,496
Hutchinson, MN                Developers Diversified                          Wrap           8.75%       01-Jul-13      1,811,048
Independence, MO              Credit Suisse First Boston (b)                   1st           7.05%       31-Jul-08      1,589,349
International Falls, MN       Developers Diversified                          Wrap           8.75%       01-Aug-13      1,869,275
Kalamazoo, MI                 NONE
Lake Mary, FL                 Kidder Peabody Mortgage Capital                  1st           7.88%       01-Jan-16      8,374,343
Lockport, IL                  Credit Suisse First Boston (b)                   1st           7.05%       31-Jul-08      1,648,581
Marquette, MI                 Union Labor Life Insurance Company               1st           7.88%       01-Nov-03      6,143,087
Maryville, MO                 NONE
Menominee, MI                 NONE
New Hope, MN                  Credit Suisse First Boston (b)                   1st           7.05%       31-Jul-08      1,737,426
Newberry, SC                  Firstrust Bank (c)                               1st           9.37%       01-Feb-05      1,040,903
North Augusta, SC             NONE
North Sarasota, FL            Credit Suisse First Boston (b)                   1st           7.05%       31-Jul-08      3,158,956
O' Fallon, MO                 Credit Suisse First Boston (b)                   1st           7.05%       31-Jul-08      2,309,986
Oak Lawn, IL                  Board of Trustees NECA
                                   Pension Benefit Trust Fund                  1st           8.50%       30-Jun-03      2,713,170
Ocala, FL                     B & K Properties                                 1st           9.00%       01-Mar-13      1,604,045
Painesville, OH               Credit Suisse First Boston                       1st           6.48%       06-Dec-18      1,932,852
Philadelphia, PA              Equitable Life Assurance Society                 1st           9.25%       01-Jun-10      2,645,137
San Mateo, CA                 Meritor Savings Bank                             1st           8.25%       01-Feb-05      2,003,387
Sault Ste. Marie, MI          EDC County of Chippewa, MI                       1st           6.70%       01-Jan-07        930,000
Seven Hills, OH               B & K Properties                                 1st           9.75%       01-Nov-12      1,947,496
Sparks, NV                    Prin & Company                                   1st           8.60%       12-Dec-06      5,428,771
                              Teachers Retirement of Texas                     1st           9.75%       12-Dec-06      3,065,227
                              Bank of Nevada                                   1st           8.60%       12-Dec-06        243,138
Steger, IL                    Credit Suisse First Boston (b)                   1st           7.05%       31-Jul-08      2,250,756
Taylorville, IL               Suburban Capital Markets, Inc. (a)               1st           9.13%       01-Feb-07      1,457,226
Urbana, IL                    Credit Suisse First Boston (b)                   1st           7.05%       31-Jul-08      2,448,191
Wahpeton, ND                  Shopko Stores, Inc.                              1st          10.25%     01-Jul-1999         65,091
Washington, IA                Shopko Stores, Inc.                              1st          10.25%     01-Jul-1999         48,581
Waverly, OH                   Suburban Capital Markets, Inc. (a)               1st           9.13%       01-Feb-07      1,457,226
Wheelersburg, OH              Equitable Life Assurance Society                 1st          10.00%       31-Dec-00      1,169,274
Yazoo City,  MS               Credit Suisse First Boston (b)                   1st           7.05%       31-Jul-08      1,135,250
</TABLE>

         (a) Mortgages are cross - collateralized and cross - defaulted
         (b) Mortgages are cross - collateralized and cross - defaulted
         (c) 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                   Archon Financial                                 1st         $627,994    $6,137,464          Fee
Borger, TX                    Firstrust Bank (c)                               1st           29,100        90,300          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             Firstrust Bank (c)                               1st           60,000       186,186          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              Firstrust Bank (c)                               1st           45,000       139,640          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                 NONE                                                                                      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                  Firstrust Bank (c)                               1st          189,900       589,279          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
Painesville, OH               Credit Suisse First Boston                       1st          168,011             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) 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
transferrable 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, 2000, 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 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.


                                       16
<PAGE>   19
ITEM 6.  SELECTED FINANCIAL DATA

         The following is selected financial data for the MLP for the five years
ended December 31, 2000 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>
                                           2000             1999             1998             1997             1996
                                           ----             ----             ----             ----             ----
<S>                                      <C>              <C>              <C>              <C>              <C>
INCOME:
Rental income                            $  18,859        $  19,533        $  21,782        $  22,876        $  23,984
Other charges to tenants                     5,405            5,563            6,682            6,884            6,819
Interest income                                262              228              200              136              129
Other income                                    --              150               62               97               --
                                         ---------        ---------        ---------        ---------        ---------
TOTAL INCOME                                24,526           25,474           28,726           29,993           30,932
                                         ---------        ---------        ---------        ---------        ---------


OPERATING EXPENSES:
Interest expense                            16,332           16,596           18,035           23,038           23,054
Other operating expenses                     9,380            9,125            9,886           11,797           12,365
Depreciation and
 amortization                                7,267            7,301            8,141            8,865            8,839
                                         ---------        ---------        ---------        ---------        ---------
Total operating expenses                    32,979           33,022           36,062           43,700           44,258
                                         ---------        ---------        ---------        ---------        ---------
OPERATING LOSS                              (8,453)          (7,548)          (7,336)         (13,707)         (13,326)
                                         ---------        ---------        ---------        ---------        ---------

OTHER INCOME (EXPENSE):
Net gain (loss) on
 disposition of properties                   1,769           (3,415)         (11,894)            (866)             454
Write down of rental
 property                                       --               --               --           (1,000)          (1,100)
                                         ---------        ---------        ---------        ---------        ---------
LOSS BEFORE EXTRAORDINARY
 ITEM                                       (6,684)         (10,963)         (19,230)         (15,573)         (13,972)
                                         ---------        ---------        ---------        ---------        ---------

EXTRAORDINARY ITEM:
Forgiveness of wraparound
 mortgages payable on
 disposition of properties                      --            4,240           51,183              373              493
                                         ---------        ---------        ---------        ---------        ---------
NET (LOSS) INCOME                        $  (6,684)       $  (6,723)       $  31,953        $ (15,200)       $ (13,479)
                                         =========        =========        =========        =========        =========

PER UNIT DATA:
Operating loss                           $  (86.47)       $  (77.22)       $  (74.05)       $ (137.07)       $ (133.26)
                                         =========        =========        =========        =========        =========
Net (loss) income                        $  (68.38)       $  (68.78)       $  322.55        $ (152.00)       $ (134.79)
                                         =========        =========        =========        =========        =========

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

ASSETS:
Rental property - net                    $ 109,008        $ 116,667        $ 127,093        $ 151,286        $ 161,874
Other assets                                 7,897            7,420            7,811            4,199            6,423
                                         ---------        ---------        ---------        ---------        ---------
TOTAL ASSETS                             $ 116,905        $ 124,087        $ 134,904        $ 155,485        $ 168,297
                                         =========        =========        =========        =========        =========


LIABILITIES AND PARTNERS' DEFICIT:
Wraparound mortgages
 payable less
 unamortized discount(1)                 $ 144,409        $ 144,223        $ 149,265        $ 198,662        $ 196,928
Other liabilities                            7,521            8,205            7,257           10,394            9,740
                                         ---------        ---------        ---------        ---------        ---------
Total liabilities                        $ 151,930        $ 152,428        $ 156,522        $ 209,056        $ 206,668
Partners' deficit                          (35,025)         (28,341)         (21,618)         (53,571)         (38,371)
                                         ---------        ---------        ---------        ---------        ---------

TOTAL LIABILITIES AND
 PARTNERS' DEFICIT                       $ 116,905        $ 124,087        $ 134,904        $ 155.485        $ 168,297
                                         =========        =========        =========        =========        =========
</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, 2000, the Third Party Underlying Obligations were
current for all the Properties except for the properties located in Fairfield,
Iowa; Huron, South Dakota; Wahpeton, North Dakota; Washington, Iowa; and
Wheelersburg, Ohio. See "D. Loan Obligations" for further discussion of the
Fairfield, Huron, Wahpeton and Washington properties.

         As of December 31, 2000, 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                  $   247,000                     $   271,000
Huron                          336,000                         352,000
Wahpeton                       309,000                         337,000
Washington                     230,000                         253,000
Wheelersburg                 1,229,000                       1,304,000
</TABLE>

         C. WORKING CAPITAL

         As of December 31, 2000, the MLP has working capital of approximately
$618,000 excluding amounts due to the Managing General Partner and the Pension
Groups of $825,000 and $49,000, respectively. The MLP's operating budget for
2001 projects a cash deficit of approximately $233,000. 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, 2000, the Managing General Partner has
advanced approximately $825,000 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, 2000 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, 2000. This tenant
is seeking to enforce a provision of its lease whereby the MLP, as landlord,
would be required to convey all four of the properties at a price defined in the
lease of $325,000. The MLP disputes this interpretation of the


                                       18
<PAGE>   21
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 gain on disposition of properties of approximately $184,000.

As of December 31, 2000 the Third Party Underlying Obligation for the
Wheelersburg property had matured and had balloon payment due. The Third Party
Underlying Obligation that had matured relating to this property is $1,169,000.
The MLP is currently in negotiations to refinance or extend this loan. If the
MLP is not successful in this matter, Wheelersburg could be lost in foreclosure
which would result in a gain on disposition of properties of approximately
$75,000.

         Although all the Third Party Underlying Obligations on which balloons
have become due to date have ultimately 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. In the event
that the MLP is not able to obtain refinancing commitments from alternative
lenders or loan extensions from the lenders holding the existing Third Party
Underlying Obligations, the properties could be lost to foreclosure. 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, 2000,
the MLP was obligated for approximately $147,000 of capital commitments which
were primarily for roof repair and replacement. The 2001 operating budget for
the Properties provides for approximately $621,000 in capital repair reserves.

         During 2000, 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,
2000, 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, 2000, 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, 2000, 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 9.50%.

         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, 2000, $770,000 has been advanced under the MLP Lines
and $915,000 has been borrowed under the E&H Firstrust Line.

         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, 2000, approximately $45,000 was provided to tenants in rental
abatements.

                  II. RESULTS OF OPERATIONS

         A. PROPERTY DISPOSITIONS DURING FISCAL 2000

         During 2000, the Fond du Lac, Wisconsin 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 first quarter
of 2001. In addition, a property located in Painesville, Ohio was acquired to
complete a 1999 transaction structured to be a tax-free exchange in accordance
with Section 1031 of the Internal Revenue Code. 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 Partnerships.
For the year ended December 31, 1998, Wrap Mortgages of


                                       20
<PAGE>   23
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."

         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, 2000, the MLP disposed of
12 Properties. The number of Properties owned and disposed of by year are as
follows:

<TABLE>
<CAPTION>
                              2000          1999         1998         1997         1996
                              ----          ----         ----         ----         ----
<S>                           <C>           <C>          <C>          <C>          <C>
Beginning of year              48            49           56           57           60
Properties disposed             -             1            7            1            3
                               --            --           --           --           --
End of year                    48            48           49           56           57
                               ==            ==           ==           ==           ==
</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, 2000, 1999, 1998, 1997 and 1996, excluding the
operating results for 12 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>
                              2000             1999              1998             1997              1996
                              ----             ----              ----             ----              ----
<S>                          <C>              <C>               <C>              <C>               <C>
INCOME:

Rental income                $17,133          $17,502           $17,279          $17,047           $16,983
Other charges
 to tenant                     5,016            5,193             5,162            5,371             5,004
Interest income                  250              210               200              128               112
Other income                      --              150                62               97                --
                             -------          -------          --------         --------          --------

TOTAL INCOME                  22,399           23,055            22,703           22,643            22,099
                             -------          -------          --------         --------          --------


OPERATING EXPENSES:

Interest expense              11,174           11,049            10,758           13,773            13,717
Other operating
 expenses                      9,183            8,872             9,268            9,091             9,054
Depreciation and
 amortization                  6,768            6,726             6,782            6,712             6,571
                             -------          -------           -------          -------           -------
TOTAL OPERATING
 EXPENSES                     27,125           26,647            26,808           29,576            29,342
                             -------          -------           -------          -------           -------
OPERATING LOSS               $(4,726)         $(3,592)          $(4,105)         $(6,933)          $(7,243)
                             =======          =======           =======          =======           =======
</TABLE>

         The fluctuations in "Rental Income" between years has been modest and
did not exceed 2.1% 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 2000, there was a $382,000 decrease in
percentage rental income. In 1999 and 1998, there were $244,000 and $257,000
increases in percentage rental income, respectively.

         The Properties are financed by long term fixed rate debt and
consequently there was virtually no fluctuation in interest expense between 1996
and 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 1996 and 2000
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. 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, 2000, the aggregate indebtedness of the MLP pursuant to the Wrap
Mortgages was approximately $294 million, of which approximately $91 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,
2000, the aggregate historical cost of the Properties securing the indebtedness
of the MLP mortgages was approximately $226 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 (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.


                                       22
<PAGE>   25
         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, 2000 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
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


                                       23
<PAGE>   26
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 55, 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 45, 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 $71,000, $70,000 and $58,000 for the years ended December 31, 2000,
1999 and 1998, 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>
TITLE OF CLASS               NAME & ADDRESS OF                AMOUNT AND                         % OF CLASS
--------------               BENEFICIAL OWNER                 NATURE OF                          ----------
                             -----------------                BENEFICIAL OWNERSHIP
                                                              --------------------
<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
                           Cash Flow from Operations               basis, 1% of
                                                                   Cash Flow from
                                                                   Operations.  Actual
                                                                   amounts will depend
                                                                   upon future
                                                                   operations and are
                                                                   not now determinable.
</TABLE>


                                       25
<PAGE>   28
<TABLE>
<S>                        <C>                                     <C>
EBL&S Property             Property Management Fees                Annual fee of 5%
Management, Inc.                                                   of gross operating
                                                                   revenues derived from
                                                                   the Properties.
                                                                   Actual amounts will
                                                                   depend upon future
                                                                   operations and are
                                                                   not now determinable.

EBL&S Property             Leasing Fees                            For all obtained
Management, Inc.                                                   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
                           Of Profit and Losses                    Partner will be
                                                                   allocated 1% of the
                                                                   profits and losses
                                                                   from MLP operations.

Managing General           Reimbursement of Expenses(1)            Actual cost of goods
Partner                                                            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
                           of Proceeds of Sales of                 Partner will be
                           the Properties.                         allocated 1% of the
                                                                   Proceeds of Sale of
                                                                   the Properties.

E&H Properties, Inc.       Repayment of Indebtedness               Actual amounts
                           secured by Second Mortgages             will depend on
                                                                   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 $1,103,000 was earned by the Property
Manager for management fees, and an aggregate of approximately $62,000 was
earned by the Property Manager for leasing fees for the fiscal year 2000.



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

         (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 fully
amortized 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, 2000, 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

          Independent Auditors' Report..................................     F-1

          Combined Financial Statements:

            Combined Balance Sheets at December 31, 2000 and 1999.......     F-2

             Combined Statements of Operations and Changes
             in Partners' Deficit for the years ended
             December 31, 2000, 1999 and 1998...........................     F-3

             Combined Statements of Cash Flows for the years ended
             December 31, 2000, 1999 and 1998...........................     F-4

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

          Attachments

             1  Properties Effectively Owned by the MLP at
                December 31, 2000.......................................    F-15

             2  Schedules II and III to the Combined Financial
                Statements..............................................    F-16

          B. EXHIBITS

                  Exhibit No.                   Description

                    *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


                                       28
<PAGE>   31
                                                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


                  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, 2001
          --------------------



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



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


Date:     March 27, 2001
          --------------------


         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, 2001
                                                                                               --------------



/s/Robert McKinney                  Director of Feldman International, Inc.                    March 27, 2001
------------------                                                                             --------------
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 auditing standards generally accepted
in the United States of America. 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, 2000 and 1999, and the results of its operations and its cash flows
for each of the years in the three-year period ended December 31, 2000, in
conformity with accounting principles generally accepted in the United States of
America. 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.

March 9, 2001



                                      F-1
<PAGE>   34
              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)

                             Combined Balance Sheets

                           December 31, 2000 and 1999
                                 (in thousands)


<TABLE>
<CAPTION>
 ASSETS                                                                     2000               1999
                                                                          ---------          --------
<S>                                                                       <C>                <C>
Rental property, at cost:
    Land                                                                  $  14,707            15,293
    Buildings                                                               211,037           215,676
                                                                          ---------          --------
                                                                            225,744           230,969
    Less:  accumulated depreciation                                         116,736           114,302
                                                                          ---------          --------
            Rental property, net                                            109,008           116,667
Cash and cash equivalents                                                     2,297             2,527
Restricted cash                                                               2,411             2,316
Tenant accounts receivable, net of allowance of $30 for 2000 and
    1999, respectively                                                          118               312
Unbilled rent receivable                                                        421               531
Tenant leasing costs                                                             35                50
Accounts receivable and other assets                                          2,615             1,684
                                                                          ---------          --------
Total assets                                                              $ 116,905           124,087
                                                                          =========          ========

                          LIABILITIES AND PARTNERS' DEFICIT
Wraparound mortgages payable                                              $ 293,673           300,782
Less:  unamortized discount based on imputed interest rate of 12%           149,264           156,559
                                                                          ---------          --------
            Wraparound mortgages payable less
               unamortized discount                                         144,409           144,223
Due to Pension Groups                                                            49               189
Other borrowings                                                                770               770
Deferred revenue                                                                 83               556
Accounts payable and other liabilities                                        1,918             1,989
Finance lease obligation                                                      2,650             2,650
Deposit on sale of property                                                   2,051             2,051
                                                                          ---------          --------
            Total liabilities                                               151,930           152,428
Partners' deficit                                                           (35,025)          (28,341)
                                                                          ---------          --------
Total liabilities and partners' deficit                                   $ 116,905           124,087
                                                                          =========          ========
</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, 2000, 1999 and 1998
                      (in thousands, except per-unit data)


<TABLE>
<CAPTION>
                                                              2000             1999             1998
                                                           --------          -------          -------
<S>                                                        <C>             <C>              <C>
Income:
    Rental income                                          $ 18,859           19,533           21,782
    Other charges to tenants                                  5,405            5,563            6,682
    Interest income                                             262              228              200
    Other income                                               --                150               62
                                                           --------          -------          -------
            Total income                                     24,526           25,474           28,726
                                                           --------          -------          -------
Operating expenses:
    Interest expense                                         16,332           16,596           18,035
    Real estate taxes                                         4,779            4,501            4,934
    Management fees                                           1,103            1,162            1,216
    Common area maintenance expenses                          2,202            1,939            1,922
    Ground rent                                                 491              479              528
    Repairs and maintenance                                     196              291              407
    General and administrative                                  609              753              879
    Depreciation                                              7,100            7,148            7,937
    Amortization                                                167              153              204
                                                           --------          -------          -------
            Total operating expenses                         32,979           33,022           36,062
                                                           --------          -------          -------
            Operating loss                                   (8,453)          (7,548)          (7,336)
Other income (expense):
    Net gain (loss) on disposition of properties              1,769           (3,415)         (11,894)
                                                           --------          -------          -------
            Loss before extraordinary gain                   (6,684)         (10,963)         (19,230)
Extraordinary gain:
    Forgiveness of wraparound mortgages payable on
       disposition of properties                               --              4,240           51,183
                                                           --------          -------          -------
            Net (loss) income                                (6,684)          (6,723)          31,953
Partners' deficit:
    Beginning of year                                       (28,341)         (21,618)         (53,571)
                                                           --------          -------          -------
    End of year                                            $(35,025)         (28,341)         (21,618)
                                                           ========          =======          =======
Net (loss) income per unit                                 $ (68.38)          (68.78)          322.55
                                                           ========          =======          =======
Weighted average units outstanding                           97,752           97,752           99,063
                                                           ========          =======          =======
</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, 2000, 1999 and 1998
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                           2000            1999             1998
                                                                        -------          ------          -------
<S>                                                                     <C>              <C>            <C>
Cash flows from operating activities:
    Net (loss) income                                                   $(6,684)         (6,723)          31,953
    Adjustments to reconcile net (loss) income to net cash
       provided by operating activities:
          Depreciation                                                    7,100           7,148            7,937
          Amortization of discount                                        7,295           7,167            7,135
          Net gain on disposition of properties including
            forgiveness of wraparound mortgages payable                  (1,769)           (825)         (36,946)
          Decrease (increase) in tenant accounts
            receivable, net                                                 194            (133)            (126)
          Decrease in unbilled rent receivable                              110             319               32
          Decrease in tenant leasing costs                                   15              26               41
          Increase in accounts receivable and
            other assets                                                   (931)           (627)            (390)
          (Decrease) increase in accounts payable and
            other liabilities                                               (71)            209             (581)
          (Decrease) increase in deferred revenue                          (473)            225              (65)
                                                                        -------          ------          -------
            Net cash provided by operating activities                     4,786           6,786            8,990
                                                                        -------          ------          -------
Cash flows from financing activities:
       Payments on wraparound mortgages                                  (7,109)         (7,969)          (7,712)
       (Decrease) increase in due to Pension Groups                        (140)            189           (1,954)
       Proceeds (payments) from other borrowings                           --               325             (148)
       Proceeds from additional debt                                       --              --              2,363
                                                                        -------          ------          -------
            Net cash used in financing activities                        (7,249)         (7,455)          (7,451)
                                                                        -------          ------          -------
Cash flows from investing activities:
       Disposition of properties                                          3,748           2,114            3,948
       Improvements to rental property                                   (1,420)         (2,251)          (1,929)
       Decrease in deposit on sale of property                             --              --               (389)
                                                                        -------          ------          -------
            Net cash provided by (used in) investing activities           2,328            (137)           1,630
                                                                        -------          ------          -------
            (Decrease) increase in cash and cash equivalents               (135)           (806)           3,169
Cash and cash equivalents:
    Beginning of year                                                     4,843           5,649            2,480
                                                                        -------          ------          -------
    End of year                                                         $ 4,708           4,843            5,649
                                                                        =======          ======          =======
Supplemental disclosures of cash flow information:
       Cash paid during the year for interest                           $ 9,037           9,429           10,900
                                                                        =======          ======          =======
Supplemental disclosure of noncash activities:
    Reduction in wraparound mortgages from forgiveness
       of debt, net of related discount                                 $  --             4,240           51,183
                                                                        =======          ======          =======
</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, 2000, 1999 and 1998
                             (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                           (Continued)
<PAGE>   38
              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)

                     Notes to Combined Financial Statements

                        December 31, 2000, 1999 and 1998
                             (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, 2000, NPAMLP sold properties that generated
       approximately $35,134 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, 2000, of approximately
       $618, excluding amounts due to the managing general partner and the
       Pension Groups of $825 and $49, respectively. NPAMLP may not have
       sufficient working capital reserves to satisfy mortgage obligations.
       NPAMLP has $2,297 of unrestricted cash and $480 available under line of
       credit agreements at December 31, 2000, to meet its short-term
       obligations. Through December 31, 2000, 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, 2000, the managing general
       partner has advanced approximately $825 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.

(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.

       (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

                                                                     (Continued)

                                      F-6
<PAGE>   39
              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)

                     Notes to Combined Financial Statements

                        December 31, 2000, 1999 and 1998
                             (dollars in thousands)

              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)    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, 2000 and 1999.

       (h)    USE OF ESTIMATES

              The preparation of financial statements in conformity with
              accounting principles generally accepted in the United States of
              America 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

                                                                     (Continued)

                                      F-7
<PAGE>   40
              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)

                     Notes to Combined Financial Statements

                        December 31, 2000, 1999 and 1998
                             (dollars in thousands)

              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 year ended December 31, 1998. During
       1998, this line of credit was paid in full and expired under its term.

       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, 2000) and has no
       expiration date. Any 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 $4.363 and a wraparound mortgage
       payable of $5,986 at December 31, 2000) 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, 2000 and 1999, $770 was owed by NPALMP
       under this line of credit. As of December 31, 2000 an 1999, E&H did not
       have any borrowing under its bank line of credit. As of December 31,
       1998, $445 was owed by NPAMLP and E&H under this line of credit,
       respectively.

       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 (9.50% at December 31, 2000), and is scheduled to expire May 2001.
       During 1999, E&H secured an additional line of credit with a bank that
       will enable E&H to fund advances to NPAMLP. Any amounts advanced to
       NPAMLP are secured by a $250 second mortgage on the Sault Ste. Marie,
       Michigan property. During the years ended December 31, 2000 and 1999,
       there were no advances to NPAMLP from E&H under this additional line of
       credit. As of December 31, 2000 and 1999, E&H owed $915 and $770,
       respectively, under this additional bank line of credit.

(4)    TENANT LEASES

       At December 31, 2000 and 1999, NPAMLP effectively owned and operated 48
       properties as listed in Attachment 1, that were comprised principally of
       shopping centers and free standing, single-tenant retail stores with
       approximately 160 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 19 years.


                                                                     (Continued)

                                      F-8
<PAGE>   41
              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)

                     Notes to Combined Financial Statements

                        December 31, 2000, 1999 and 1998
                             (dollars in thousands)

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

<TABLE>
<S>                                                    <C>
             2001                                       $ 15,405
             2002                                         14,595
             2003                                         13,331
             2004                                         11,268
             2005                                          8,494
             Thereafter                                   28,794
</TABLE>

       Rental income includes approximately $974, $1,356 and $1,113 related to
       percentage rents for the years ended December 31, 2000, 1999 and 1998,
       respectively.

(5)    GROUND LEASES

       NPAMLP is obligated under 13 noncancelable ground leases that expire
       between 2003 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 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, 2000, are approximately:

<TABLE>
<S>                                                    <C>
             2001                                       $   681
             2002                                           681
             2003                                           538
             2004                                           443
             2005                                           222
             Thereafter                                   2,411
</TABLE>

       Total rental expense for ground leases for the years ended December 31,
       2000, 1999 and 1998, was approximately $491, $479 and $528, respectively.
       In addition, $260, $262 and $263 was recorded as interest expense for the
       years ended December 31, 2000, 1999 and 1998, respectively.

                                                                     (Continued)
                                      F-9
<PAGE>   42
              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)

                     Notes to Combined Financial Statements

                        December 31, 2000, 1999 and 1998
                             (dollars in thousands)

(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 and
       1998, wraparound mortgage obligations of approximately $9,804 and $36,523
       with related discounts of $5,564 and $16,389, respectively, were forgiven
       in connection with various property dispositions. The aggregate of $4,240
       and $20,134 is included in Extraordinary Gain from Forgiveness of
       wraparound mortgages payable on disposition of properties for the years
       ended December 31, 1999 and 1998, 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 $1,403 during the year ended
       December 31, 2001. 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. 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.

                                                                     (Continued)
                                      F-10
<PAGE>   43
              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)

                     Notes to Combined Financial Statements

                        December 31, 2000, 1999 and 1998
                             (dollars in thousands)


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

<TABLE>
<S>                                                  <C>
           2001                                       $  6,824
           2002                                          7,082
           2003                                          6,775
           2004                                          7,021
           2005                                          7,281
</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.

       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.

                                                                     (Continued)
                                      F-11
<PAGE>   44
              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)

                     Notes to Combined Financial Statements

                        December 31, 2000, 1999 and 1998
                             (dollars in thousands)

       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>
                                  2000          1999          1998
                                 ------         -----         -----
<S>                              <C>            <C>           <C>
Property management fees         $1,103         1,162         1,196
Leasing commissions                  62           160            63
Administrative services              71            70            58
                                 ------         -----         -----
                                 $1,236         1,392         1,317
                                 ======         =====         =====
</TABLE>


       Included in accounts payable and other liabilities at December 31, 2000
       and 1999, was approximately $825 and $796, 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, 2000 and 1999.

       NPA holds purchase money mortgages on certain properties of NPAMLP. The
       purchase money mortgages aggregated approximately $83,156 at December 31,
       2000 and 1999.

(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.

                                                                     (Continued)
                                      F-12
<PAGE>   45
              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)

                     Notes to Combined Financial Statements

                        December 31, 2000, 1999 and 1998
                             (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 Fairfield, Iowa; Huron,
       South Dakota; Wahpeton, North Dakota; Washington, Iowa and Wheelersburg,
       Ohio properties at December 31, 2000.

       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, 2000. 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 gain
       on disposition of properties of approximately $184.

       On December 31, 2000, the mortgage on the Wheelersburg property matured
       and had a balloon payment due. NPAMLP is currently in negotiations to
       refinance or extend this loan. If NPAMLP is not successful in this
       matter, Wheelersburg could be lost in foreclosure which would result in a
       gain on disposition of properties of approximately $75.

(10)   MAJOR TENANTS

       During the years ended December 31, 2000, 1999 and 1998, one tenant
       accounted for approximately 55% of the rental income of NPAMLP,
       respectively. Four of the stores occupied by this tenant had been vacated
       as of December 31, 2000; 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 three to seventeen years.

(11)   EXCHANGE OF PROPERTIES

       During the year ended December 31, 2000, the Fond du Loc, Wisconsin
       property was sold in a transaction structured to be a tax-free exchange
       in accordance with Section 1031 of the Internal Revenue Code. The
       purchase side of this transaction is scheduled to be completed in the
       first quarter of 2001. As a result of the sale, a gain of $1,798 was
       recognized during 2000. 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 was completed in the first quarter of 2000 with an
       acquisition of a property located in Painesville, Ohio. As a result of
       the sale, a gain of $171 was recognized during 1999.

                                                                     (Continued)
                                      F-13
<PAGE>   46
              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)

                     Notes to Combined Financial Statements

                        December 31, 2000, 1999 and 1998
                             (dollars in thousands)

(12)   PARTNERS' DEFICIT

       Following is a summary of the combined changes in partners' deficit for
       the three years ended December 31, 2000 (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, 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)

Net loss                     --              --                --              (67)          (6,617)          (6,684)
                            -----         -------          --------          -----          -------          -------

December 31, 2000           1,000          96,752            97,752          $(350)         (34,675)         (35,025)
                            =====         =======          ========          =====          =======          =======
</TABLE>



                                      F-14
<PAGE>   47
                                                                    ATTACHMENT I

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)

         Properties Effectively Owned by NPAMLP at December 31, 2000 (1)



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


*      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, 2000, 1999 and 1998
                                 (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, 1998               $30               --               --               30

     Year ended December 31, 1999                30               --               --               30

     Year ended December 31, 2000                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, 2000, 1999 and 1998
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                           COST CAPITALIZED
                                                                        (WRITTEN OFF) SUBSEQUENT
                                                    INITIAL COST            TO ACQUISITION
                                               ----------------------   ------------------------
                                                           BUILDINGS                  BUILDINGS                 BUILDINGS
                                                              AND                        AND                       AND
PROPERTY LOCATION              ENCUMBRANCES     LAND      IMPROVEMENTS   LAND        IMPROVEMENTS     LAND     IMPROVEMENTS
--------------------------     ------------    -------    -----------   -----       -------------    ------    ------------
<S>                             <C>            <C>        <C>           <C>         <C>              <C>       <C>
Ardmore, OK                     $  9,117         750         14,989      --               412          750         15,401
Borger, TX                           684         106          1,143      --              --            106          1,143
Bowling Green, OH                  5,122         496          5,270      --                48          496          5,318
Cahokia, IL                         --           600          5,800      (578)         (5,790)          22             10
Chesapeake, VA                     3,727         416          4,798      --              --            416          4,798
Clackamas, OR                      1,115         124          3,091      --              --            124          3,091
Cottage Grove, MN                  6,850         740          5,550       (84)          4,542          656         10,092
Crescent City, CA                  1,594         129          2,220      --              --            129          2,220
Dunmore, PA                          752        --            1,350      --              --           --            1,350
East Haven, CT                     3,426         447          4,883      --             2,532          447          7,415
Escanaba, MI                       1,048         159          1,616      --              --            159          1,616
Fairborn, OH                       3,382         377          4,961      --                62          377          5,023
Fairfield, IA                        271          45            461      --              --             45            461
Federal Way, WA                    2,629          86          1,894      --              --             86          1,894
Fort Wayne, IN                     3,891         575          6,616      --              --            575          6,616
Huntington, WV                     2,547         336          3,649      --               543          336          4,192
Huntsville, AL                     1,258        --            1,904      --               177         --            2,081
Huron, SD                            352          58            598      --                17           58            615
Hutchinson, MN                     1,943         179          3,304      --              --            179          3,304
Independence, MO                   2,884         394          3,550      --               446          394          3,996
International Falls, MN            1,717         179          3,071      --              --            179          3,071
Kalamazoo, MI                      2,693         250          4,850      --               313          250          5,163
Lake Mary, FL                      4,981       1,310          7,422      --              --          1,310          7,422
Lockport, IL                       2,260         286          2,572      --               474          286          3,046
Marquette, MI                      7,697        --            5,700      --             8,595         --           14,295
Maryville, MO                        249        --            1,248      --                78         --            1,326
Menominee, MI                      1,939        --            2,722      --               100         --            2,822
New Hope, MN                       3,300         357          3,774      --               390          357          4,164
Newberry, SC                       1,873         201          2,192      --              --            201          2,192
North Augusta, SC                  2,080         100          2,900      --              --            100          2,900
North Sarasota, FL                 4,756         459          5,686      --               256          459          5,942
O'Fallon, MO                       3,236         343          3,626      --               100          343          3,726
Oak Lawn, IL                       6,390        --            9,029      --               192         --            9,221
Ocala, FL                          2,577         417          3,301      --              --            417          3,301
Painesville, OH                    3,349         180          1,990      --              --            180          1,990
Philadelphia, PA                   3,675         529          5,859      --               223          529          6,082
</TABLE>

<TABLE>
<CAPTION>

                                          ACCUMULATED    DATE OF
PROPERTY LOCATION               TOTAL     DEPRECIATION  ACQUISITION      LIFE         METHOD
--------------------------     --------   ------------  -----------    ---------     -------------
<S>                            <C>        <C>           <C>            <C>           <C>
Ardmore, OK                     16,151        8,480        09/83        Varies       Varies
Borger, TX                       1,249          657        10/83        30 years     Straight-line
Bowling Green, OH                5,814        3,505        02/81        Varies       Varies
Cahokia, IL                         32            2        10/82        Varies       Varies
Chesapeake, VA                   5,214        2,932        09/82        30 years     Straight-line
Clackamas, OR                    3,215        1,786        09/83        30 years     Straight-line
Cottage Grove, MN               10,748        4,087        11/81        Varies       Varies
Crescent City, CA                2,349        1,295        07/83        30 years     Straight-line
Dunmore, PA                      1,350        1,151        06/75        30 years     Straight-line
East Haven, CT                   7,862        3,499        08/80        Varies       Varies
Escanaba, MI                     1,775          983        10/82        30 years     Straight-line
Fairborn, OH                     5,400        3,063        07/82        Varies       Varies
Fairfield, IA                      506          259        03/84        30 years     Straight-line
Federal Way, WA                  1,980        1,247        04/81        30 years     Straight-line
Fort Wayne, IN                   7,191        3,749        01/84        30 years     Straight-line
Huntington, WV                   4,528        2,084        10/84        Varies       Varies
Huntsville, AL                   2,081        1,086        03/84        Varies       Varies
Huron, SD                          673          337        03/84        30 years     Straight-line
Hutchinson, MN                   3,483        1,936        06/83        30 years     Straight-line
Independence, MO                 4,390        2,439        05/81        Varies       Varies
International Falls, MN          3,250        1,792        07/83        30 years     Straight-line
Kalamazoo, MI                    5,413        3,376        09/80        Varies       Varies
Lake Mary, FL                    8,732        1,153        12/94        Varies       Varies
Lockport, IL                     3,332        1,701        07/82        Varies       Varies
Marquette, MI                   14,295        6,241        05/83        Varies       Varies
Maryville, MO                    1,326          730        11/83        Varies       Varies
Menominee, MI                    2,822        1,750        10/81        Varies       Varies
New Hope, MN                     4,521        2,534        03/81        Varies       Varies
Newberry, SC                     2,393        1,187        10/84        30 years     Straight-line
North Augusta, SC                3,000        2,014        03/80        30 years     Straight-line
North Sarasota, FL               6,401        3,876        11/80        Varies       Varies
O'Fallon, MO                     4,069        2,407        03/81        Varies       Varies
Oak Lawn, IL                     9,221        5,887        10/81        Varies       Varies
Ocala, FL                        3,718        1,972        02/83        30 years     Straight-line
Painesville, OH                  2,170           66        03/00        30 years     Straight-line
Philadelphia, PA                 6,611        4,070        08/80        Varies       Varies
</TABLE>



                                      F-17
<PAGE>   50
                                                                    SCHEDULE III

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)

           Combined Real Estate and Accumulated Depreciation Schedule

                        December 31, 2000, 1999 and 1998
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                           COST CAPITALIZED
                                                                        (WRITTEN OFF) SUBSEQUENT
                                                    INITIAL COST            TO ACQUISITION
                                               ----------------------   ------------------------
                                                           BUILDINGS                  BUILDINGS                 BUILDINGS
                                                              AND                        AND                       AND
PROPERTY LOCATION              ENCUMBRANCES     LAND      IMPROVEMENTS   LAND        IMPROVEMENTS     LAND     IMPROVEMENTS
--------------------------     ------------    -------    -----------   -----       -------------    ------    ------------
<S>                             <C>            <C>        <C>           <C>         <C>              <C>       <C>
San Mateo, CA                   $  2,677        --            6,672      --              --           --            6,672
Sault Ste. Marie, MI               1,955         375          2,816      --              --            375          2,816
Seven Hills, OH                    2,037         371          3,771      --              --            371          3,771
Sparks, NV                        10,900       1,648         20,409       (30)           --          1,618         20,409
Steger, IL                         2,279         332          2,489      --               225          332          2,714
Taylorville, IL                    2,473         492          3,696      --               118          492          3,814
Urbana, IL                         3,603         633          4,753      --               101          633          4,854
Wahpeton, ND                         337          56            577      --              --             56            577
Washington, IA                       253          41            431      --              --             41            431
Waverly, OH                        2,631         471          2,920      --               169          471          3,089
Wheelersburg, OH                   1,304         194          2,081      --               224          194          2,305
Yazoo City, MS                     2,571         158          1,820      --               466          158          2,286
                                --------      ------        -------      ----          ------       ------        -------

                   Total        $138,384      15,399        196,024      (692)         15,013       14,707        211,037
                                ========      ======        =======      ====          ======       ======        =======
Cross-collateralized
  wraparound mortgages
  on properties
  previously disposed           $  6,025
                                --------
                                $144,409
                                ========
</TABLE>


<TABLE>
<CAPTION>

                                          ACCUMULATED    DATE OF
PROPERTY LOCATION               TOTAL     DEPRECIATION  ACQUISITION      LIFE         METHOD
--------------------------     --------   ------------  -----------    ---------     -------------
<S>                            <C>        <C>           <C>            <C>           <C>
San Mateo, CA                    6,672        4,263        11/81        30 years     Straight-line
Sault Ste. Marie, MI             3,191        1,705        11/82        30 years     Straight-line
Seven Hills, OH                  4,142        2,294        10/82        30 years     Straight-line
Sparks, NV                      22,027       11,678        11/83        30 years     Straight-line
Steger, IL                       3,046        1,596        11/81        Varies       Varies
Taylorville, IL                  4,306        2,289        11/82        Varies       Varies
Urbana, IL                       5,487        2,888        11/82        Varies       Varies
Wahpeton, ND                       633          324        03/84        30 years     Straight-line
Washington, IA                     472          242        03/84        30 years     Straight-line
Waverly, OH                      3,560        1,800        10/82        Varies       Varies
Wheelersburg, OH                 2,499        1,270        10/83        Varies       Varies
Yazoo City, MS                   2,444        1,054        09/84        Varies       Varies
                               -------      -------

                   Total       225,744      116,736
                               =======      =======
Cross-collateralized
  wraparound mortgages
  on properties
  previously disposed
</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 $15,176 at
December 31, 2000.

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
                             --------------------------------------------
                               2000              1999             1998
                             ---------         --------         --------
<S>                          <C>                <C>              <C>
Beginning Balance            $ 230,969          240,321          273,734
Improvements                     1,420            2,251            1,929
Acquisitions                     2,170             --               --
Disposals/write-downs           (8,815)         (11,603)         (35,342)
                             ---------         --------         --------
                             $ 225,744          230,969          240,321
                             =========         ========         ========
</TABLE>

<TABLE>
<CAPTION>
                                            ACCUMULATED DEPRECIATION
                                   -------------------------------------------
                                     2000              1999             1998
                                   ---------         --------         --------
<S>                                <C>                <C>              <C>
Beginning Balance                  $ 114,302          113,228          122,448
Depreciation - Original                6,397            6,526            7,150
Depreciation - Improvements              703              622              787
Disposals                             (4,666)          (6,074)         (17,157)
                                   ---------         --------         --------
                                   $ 116,736          114,302          113,228
                                   =========         ========         ========
</TABLE>



                                      F-18