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 Commission File December 31, 2000 Number 0-15690 RESOURCES PENSION SHARES 5, L.P. (Exact name of registrant as specified in its charter) Delaware 13-3353722 -------------------------------- ------------------- (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 5 Cambridge Center 9th Floor, Cambridge, MA 02142 ------------------------------------------- ------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 617-234-3000 ------------------- Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: UNITS OF LIMITED PARTNERSHIP INTEREST Indicate by check mark whether 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 and (2) has been subject to such filing requirements for the past 90 days. YES NO X ----- ----- There is no public market for the Limited Partnership Units. Accordingly, information with respect to the aggregate market value of Limited Partnership Units held by non-affiliates of Registrant has not been supplied. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [X]. Documents Incorporated by Reference ----------------------------------- None Exhibit Index is set forth on page 39 PART I ITEM 1. BUSINESS GENERAL Resources Pension Shares 5, L.P. (the "Registrant") was organized as a Delaware limited partnership on February 11, 1986. The general partners of the Registrant are Resources Capital Corp. (the "Administrative Partner"), Resources Pension Advisory Corp. (the "Investment General Partner") and Presidio AGP Corp. (the "Associate General Partner"). The Associate General Partner, the Administrative General Partner and the Investment General Partner are collectively referred to herein as the "General Partners". The General Partners are all ultimately wholly owned subsidiaries of Presidio Capital Corporation, a British Virgin Islands corporation ("Presidio"). See "Management/Employees" below. In 1988, the Registrant sold, pursuant to a registration statement filed with the Securities Exchange Commission, 5,690,843 units of limited partnership interest (the "Units") for gross proceeds aggregating $56,908,426. After the payment of a nonaccountable expense reimbursement to the Administrative General Partner, Registrant had approximately $54,238,000, including evaluation fees and acquisition fees paid or payable to the Administrative General Partner, available for investment and reserves. Registrant was formed for the purpose of investing primarily in participating mortgage loans and, to a lesser extent, in land sale-leasebacks on improved, income-producing commercial real estate. Through April 1, 1998, Disposition Proceeds (as hereinafter defined) were required to be reinvested by Registrant or held as reserves. Thereafter, the Administrative General Partner is permitted to either reinvest or distribute any such Disposition Proceeds. See "Mortgage Investments of Registrant" and "Item 2. Properties" for a description of Registrant's remaining assets. MANAGEMENT/EMPLOYEES Registrant does not have any employees. The General Partners, their affiliates and agents, manage the business of the Registrant. Through November 2, 1994, the Administrative General Partner and the Investment General Partner were wholly owned subsidiaries of Integrated Resources, Inc. ("Integrated"). On November 3, 1994, as a result of the consummation of the reorganization plan relating to Integrated's bankruptcy, indirect ownership of the Managing General Partner and the Corporate General Partner was purchased by Presidio. Further, on February 28, 1995, the Associate General Partner replaced Richard Ader as the associate general partner of Registrant. As a result, all of the General Partners became ultimately wholly owned by Presidio. NorthStar Capital Investment Corp., a Maryland corporation ("NorthStar"), controls Presidio. Presidio previously retained Wexford Management LLC ("Wexford") to provide consulting and administrative services to Presidio and its affiliates, including the General Partners and Registrant. The agreement with Wexford expired on May 3, 1998 at which time Presidio entered into a management agreement with NorthStar Presidio Management Company, LLC ("NorthStar Presidio"). Under the terms of the management agreement, NorthStar Presidio provided the day-to-day management of Presidio and its direct and indirect subsidiaries and affiliates. On October 21, 1999, Presidio entered into a Services Agreement with AP-PCC III, L.P. (the "Agent") pursuant to which the Agent was retained to provide asset management and investor relation services to Registrant and other entities affiliated with Registrant. 2 As a result of this agreement, the Agent has the duty to direct the day to day affairs of Registrant, including, without limitation, reviewing and analyzing potential sale, financing or restructuring proposals regarding the Registrant's assets, preparation of all reports, maintaining records and maintaining bank accounts of Registrant. The Agent is not permitted, however, without the consent of Presidio, or as otherwise required under the terms of the Limited Partnership Agreement to, among other things, cause Registrant to sell or acquire an asset or file for bankruptcy protection. In order to facilitate the Agent's provision of the asset management services and the investor relation services, effective October 25, 1999, the officers and directors of the General Partners resigned and nominees of the Agent were elected as the officers and directors of the General Partners. The Agent is an affiliate of Winthrop Financial Associates, a Boston based company that provides asset management services, investor relation services and property management services to over 150 limited partnerships which own commercial property and other assets. The General Partners do not believe this transaction will have a material effect on the operations of Registrant. MORTGAGE INVESTMENTS OF REGISTRANT As of March 1, 2001, Registrant had investments in three first mortgage loans in the original aggregate amount of $12,700,000. The following table sets forth, as of December 31, 2000, the outstanding mortgage loan investments made by Registrant:

Mortgage loans as of December 31, ~~1999~~2000 ------------------------------------------------------------------------------- Original Current Mortgage Carrying Date Maturity Interest Sq. Ft. Amount Value Funded Date Rate -------~~---~~ ---------- ----- ----- ------~~---~~ -------- -------- Shopping Center --------------- Lucky Supermarket Buena Park, California 47,000 $ 2,200,000 $ 2,~~228~~223,~~670~~377 5/88 5/05 10.0% (1) Hotel ----- Crowne Plaza Hotel Cincinnati, Ohio(2) 200,000 $ 6,500,000 $ 6,~~397~~343,~~682~~442 10/97 10/0001 1112.0% Office Building --------------- Lionmark Corporate Ctr. Columbus, Ohio(3) 79,415 $ 4,000,000 $ 3,~~840~~806,~~261~~912 6/93 6/03 8.5% -----------~~----~~ -----------~~----~~ $ 12,700,000 $ 12,~~466~~373,~~613~~731 ===========~~====~~ ===========~~====~~

(1) In addition to fixed interest, Registrant is entitled to contingent interest in an amount equal to a percentage of the rent received by the borrower from the property securing the mortgage above a base amount, payable annually, and/or a percentage of the excess of the value of the property above a base amount, payable at maturity. (2) Maturity date was extended from October 2000 to October 2001. In connection with the extension, the interest rate was increased 1%, a fee of .5% of the principal balance was paid and the borrower placed a deed in escrow. (3) Borrower has informed Registrant that it will be satisfying the loan on May 15, 2001. 3 For additional information regarding Registrant's mortgage investments see Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Item 8 "Financial Statements and Supplementary Data" Note 4. RECENT MORTGAGE TRANSACTIONS Bank of California, Seattle Loan - Gum Loong Limited Partnership ("Gum Loong"), the obligor under the Registrant's Bank of California Loan in the original principal amount of $8,500,000 ("Wrap Loan") filed for bankruptcy in 1994. The loan was secured by, among other things, the interest of Gum Loong in land (the "Land") located in downtown Seattle, Washington. The building situated on the Land was commonly known as the Bank of California Building (the "Building"). In June 1998, the Bankruptcy Court approved settlement of the Wrap Loan in its entirety. At that time, the net carrying value of the Wrap Loan on Registrant's books was $8,500,000. Registrant received the full contractual amount of $16,955,560, of which $8,500,000 was applied towards principal and $8,455,560 applied to interest income. DVL Negotiable Promissory Note - On February 28, 1997, Registrant funded a Negotiable Promissory Note (the "Note") to DVL, Inc. ("DVL") in the principal amount of $2,000,000 at an annual interest rate of 12% with interest payable monthly. In addition, Registrant was entitled to receive payments equal to DVL's excess cash flow (as defined) from the mortgages underlying DVL's collateral assignment, which was to be applied as a reduction of principal. The Note was to mature on February 27, 2000 and was repayable during the first two years without penalty. The Note was secured by (among other things) a collateral assignment of DVL's interest in certain promissory notes payable to DVL, which in the aggregate amounted to $4,325,000 as of February 28, 1997. On July 30, 1997, DVL sold one of the properties underlying the Note and made a $1,075,000 prepayment to Registrant. Approximately $1,032,000 of the prepayment was applied towards the principal balance of the Note and the remainder was applied to interest and yield maintenance fee. On April 1, 1998, DVL sold another of the properties underlying the Note and made a $500,000 prepayment to Registrant. $467,787 was applied towards the principal balance of the Note and the remainder was applied to interest and yield maintenance fee. In December 1998, the balance of the DVL Note was repaid in its entirety. Xerox Loan - The Xerox loan was originally a $1,100,000 first mortgage loan, which was secured by an office building located in Arlington, Texas. This loan was accounted for under the investment method. In March 1997, the Xerox loan matured in accordance with its terms. On September 30, 1997, Registrant received a deed-in-lieu of foreclosure on the property underlying this loan. At that date, the Xerox loan had a carrying value of $1,100,000 and the underlying property had an estimated net realizable value of $1,500,000. Accordingly, Registrant reduced its investments in mortgage loans by the carrying value of the Xerox loan and recorded an addition to real estate for the fair market value of the underlying property, which resulted in recognition of interest income for amounts previously deferred in the amount of $400,000. On March 10, 1998, Registrant sold this property for $1,550,000, exclusive of closing costs of approximately $93,000. At the time the property had a net carrying value of $1,485,000, resulting in a loss on the disposition of the property of approximately $28,000. Avon Market Center Loan - On March 19, 1993, Registrant funded a first mortgage loan in the principal amount of $3,750,000 at an annual interest rate of 8.35%, payable in monthly installments of principal and interest (based on a 35-year amortization schedule). The loan, which was scheduled to mature 4 in March 2003, was prepaid on June 3, 1998. Registrant received $3,694,492 of which $3,638,804 was applied towards principal and $55,688 to interest. COMPETITION To the extent Registrant reinvests any funds received from loan repayments or property sales or forecloses on any of the assets securing its loans, Registrant will be in competition with other companies, which are engaged in the business of making loans and selling properties. Registrant's competition would include a large number of lenders, many of whom have resources substantially larger than those of Registrant. The principal competitive factor in Registrant's business is the effective rate charged for loans and the loan-to-value ratio. In addition, properties, which secure Registrant's mortgage loans, may face competition from similar properties in the vicinity. To the extent such competition reduces the gross revenue from the operation of such properties and/or decreases any appreciation in the value of such properties, such competition will reduce any contingent interest otherwise payable to Registrant. Because Presidio (including its affiliates) is the parent of other entities in addition to the General Partners, such General Partners are or may become affiliated with other entities which are engaged in businesses that are, or may in the future be, in direct competition with Registrant. ITEM 2. PROPERTIES As a result of the foreclosure on two of its mortgage loans, Registrant acquired fee simple title to two properties as described below. Garfinkel Property - On December 21, 1992, through a foreclosure auction, Registrant acquired fee simple title to the Garfinkel property by bidding $3,200,000, the amount of the mortgage indebtedness then owed to it. The Garfinkel property is located in Landover, Maryland and is part of a regional shopping center known as Landover Mall. The parcel of land comprises approximately 4.93 acres. The building is a two-story retail facility consisting of 93,384 rentable square feet of space. As of March 1, 2001, Registrant has been unable to sell or lease the property and the building remains vacant. The building contains asbestos-containing material and, on January 27, 1992, Registrant received $450,000 from the former property owner in exchange for a release of a personal guarantee which obligated the owner to reimburse Registrant for asbestos removal to a maximum of $500,000. Since June 1992, $8,396 was paid for remedial cleaning in connection with the asbestos removal and at December 31, 1999, the unexpended asbestos reserve aggregated $441,604. Registrant does not presently plan to commence removal of the asbestos until a purchaser or tenant for the property is identified. Based upon the property's continued vacancy and the lack of interest received by the Registrant in its efforts to lease or sell the property as well as the potential costs to upgrade the property, during the fourth quarter of 1999, the Partnership recorded a provision for impairment of $2,379,330, which represented the full carrying value of the property net the unexpended asbestos reserve of $441,604. Groton Property - On December 9, 1993, through a foreclosure auction, Registrant acquired fee simple title to the Groton Shopping Center property. The shopping center is located in Groton, Connecticut. The parcel of land comprises approximately 17 acres. The property is a neighborhood strip shopping center containing a gross leasable area of approximately 119,000 square feet. In addition, the strip center has a parking area for approximately 450 automobiles. As of March 1, 2001, the Groton Shopping Center was approximately 60.25% occupied and average rental rates were $9.85 per square foot. A&P, the former anchor tenant at the center ceased operating at the center but was required to continue paying rent pursuant 5 to its lease which was scheduled to expire on January 31, 2002. In December 2000, A&P paid the Registrant $292,078 in exchange for a release from its lease obligations. The Registrant recently leased approximately 30,000 square feet of the space vacated by A&P, representing approximately 57% of the space vacated by A&P, to TJ Maxx. The anticipated commencement date of the lease is June 1, 2001. The lease has a term of 10 years with three-five year renewal options and requires minimum rent of $9.00 per square foot with percentage rent equal to 2% of gross sales over $8,000,000 in the first five years and 2% of gross sales over $8,500,000 in the second five years ITEM 3. LEGAL PROCEEDINGS None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. 6 PART II ITEM 5. MARKET FOR REGISTRANT'S SECURITIES AND RELATED SECURITY HOLDER MATTERS There is no established public trading market for the Units of Registrant. From time to time however, tender offers have been or are presently being made. There are certain restrictions set forth in the Partnership Agreement, which may limit the ability of a limited partner to transfer Units. Such restrictions could impair the ability of a limited partner to liquidate its investment in the event of an emergency or any other reason. As of March 1, 2001, there were approximately 4,166 limited partners of Registrant, owning an aggregate of 5,690,843 Units. Distributions per Unit during 2000 and 1999 were as follows: DISTRIBUTION WITH RESPECT TO QUARTER ENDED AMOUNT OF DISTRIBUTION PER UNIT ------------------------ ------------------------------- 2000 1999 ---- ---- March 31 $ -- $ -- June 30 $ -- $ -- September 30 $ -- $ -- December 31 $.43 $ -- There are no material legal restrictions upon Registrant's present or future ability to make distributions from operations in accordance with the provisions of Registrant's Amended and Restated Certificate of Limited Partnership and Partnership Agreement ("Partnership Agreement"). The Partnership Agreement provides that through April 1, 1998, disposition Proceeds received were required to be reinvested or held as reserves, but not distributed. For a further discussion of factors which may affect distributions see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations." Over the past few years, many companies have begun making "mini-tenders" (offers to purchase an aggregate of less than 5% of the total outstanding units) for limited partnership interests in the Registrant. Pursuant to the rules of the Securities and Exchange Commission, when a tender offer is commenced for Units, the Registrant is required to provide limited partners with a statement setting forth whether it believes limited partners should tender or whether it is remaining neutral with respect to the offer. Unfortunately, although the Securities and Exchange Commission has stated that a copy of any offer should be sent by the bidder to the Partnership, the rules of the Securities and Exchange Commission do not require that the bidders in certain tender offers provide the Registrant with a copy of their offer. As a result, the General Partners often do not become aware of such offers until shortly before they are scheduled to expire or even after they have expired. Accordingly, the General Partners do not have sufficient time to advise you of its position on the tender. In this regard, please be advised that pursuant to the discretionary right granted to the General Partners of your partnership in the Partnership Agreement to reject any transfers of units, the General Partners will not permit the transfer of any Unit in connection with a tender offer unless: (i) the Registrant is provided with a copy of the bidder's offering materials, including amendments thereto, simultaneously with their distribution to the limited partners; (ii) the offer provides for withdrawal rights at any time prior to the expiration date of the offer and, if payment is not made by the bidder within 60 days of the date of the offer, after such 60 day period; and (iii) the offer must be open for at least 20 business days and, if a material change is made to the offer, for at least 10 business days following such change. 7 ITEM 6. SELECTED FINANCIAL DATA

~~Distribution~~Year ~~with~~ended ~~Respect~~December to31, ~~Quarter Ended Amount of Distribution Per Unit~~ -------------------------------------- --------------------------------------------- (dollars in thousands except per unit amounts) 2000 1999 1998 1997 1996 ------------- ------------- ------------- -------------~~--------~~ -------------~~--------~~ ~~March~~Revenues 31$ 2,649 $ -2,553 $ 12,103 (3) $ 5,335 $ 4,748 Net (Loss) Income $ 1,379 $ (1,149) (4) $ 10,339 (3) $ 4,033 (2) $ 1,244 (1) Net (Loss) Income Per Unit $ .1124 ~~June~~$ 30(.20) (4) $ 1.80 (3) $ .70 (2) $ .22 (1) Distributions Per Unit $ .43 $ -- $ 6.1122 ~~September~~$ 30.44 $ -.44 Total Assets $ -21,393 ~~December~~$ 3122,158 $ -23,786 $ -50,793 $ 48,916 Partner's equity $ 20,794 $ 21,887 $ 23,036 $ 48,451 $ 46,947

(1) Net of provision for loan losses of $1,547,830 or $.27 per Unit. (2) Net of recovery for loan losses of $721,946 or $.13 per Unit. (3) Includes interest income of $8,455,560, or $1.47 per Unit, upon the repayment of the Bank of California, Seattle Loan. (4) Net of write-down for impairment of $2,379,330 or $.42 per unit. 8 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The matters discussed in this Form 10-K contain certain forward-looking statements and involve risks and uncertainties (including changing market conditions, competitive and regulatory matters, etc.) detailed in the disclosure contained in this Form 10-K and the other filings with the Securities and Exchange Commission made by the Partnership from time to time. The discussion of the Partnership's liquidity, capital resources and results of operations, including forward-looking statements pertaining to such matters, does not take into account the effects of any changes to the Partnership's operations. Accordingly, actual results could differ materially from those projected in the forward-looking statements as a result of a number of factors, including those identified herein. Liquidity and Capital Resources As of December 31, 2000, the Registrant has funded an aggregate of $12,700,000 to the mortgagors in three outstanding mortgage loans and holds title to two parcels of real property and improvements located thereon. (See Item 8 - Financial Statements and Supplemental data - Notes 4 and 5) At December 31, 2000, the Registrant's level of liquidity based on cash and cash equivalents decreased to $4,226,731 as compared to $4,801,986 as of December 31, 1999. The decrease was primarily due to distributions to partners of $2,472,062, which was offset by an increase of $1,796,011 in cash from operating activities and $100,796 of cash from investing activities. Investing activities consist of mortgage loan repayments of $92,626 and loan origination fees of $31,872 which were partially offset by $23,702 of additions to real estate. Net cash from operating activities increased in 2000 due to the deferral of income relating to a lease termination payment received from a tenant at Registrant's Groton, Connecticut property. A portion of the space has been re-leased with occupancy expected in July 2001. All other increases (decreases) in certain assets and liabilities are the result of normal and scheduled operating activities. Currently, the foreclosed property that formerly secured the Garfinkel Loan is vacant. The Garfinkel property is located in Landover, Maryland. Funds which are necessary to lease up the property and to remedy deferred maintenance conditions at the Garfinkel's property and for capital improvements will be supplied from the Registrant's working capital reserves. The Registrant currently holds working capital reserves in short term investments at rates which are lower than the returns previously earned on the loans that have been repaid. If excess working capital is ultimately invested in new loans, these investments are likely to be at lower rates than previous investments due to current market conditions. Registrant's only sources of liquidity are through payments of its mortgage loan, if any, and from cash flow generated from operations, if any, from its two wholly owned properties. Registrant is required to pay the operating expenses associated with its two properties. If necessary, the Registrant has the right to establish reserves either from disposition proceeds or from cash flows. During the fourth quarter of 2000, the Registrant paid approximately $2,472,000 in distributions to unitholders. Of this amount, limited partners collectively received approximately $2,447,000 or $.43 per unit. Results of Operations 2000 as Compared to 1999 Net income increased by $2,528,232 for the year ended December 31, 2000 compared with the same period in the prior year. The increase was primarily due to the $2,379,330 provision for impairment in 1999. 9 Revenues increased for the year ended December 31, 2000 compared with the same period in the prior year primarily due to an increase in short-term interest income as a result of an increase in cash available for investment on which the interest is earned. Costs and expenses decreased for the year ended December 31, 2000 compared with the same period in the prior year. The decrease is primarily due to a decrease in the provision for impairment in 1999. In addition, Registrant experienced a decrease in depreciation and amortization, general and administrative and property management fees, which were partially offset by increases in management fees and property operating expenses. Depreciation and amortization expense decreased due to the 1999 provision for impairment. General and administrative expenses declined due to a decrease in legal fees as a result of mortgage loan payoffs. Operating expenses at the Registrant's Groton, Connecticut property increased slightly due to an increase in general property operations. 1999 as Compared to 1998 The Registrant generated a net loss of $1,149,261 for the year ended December 31, 1999, as compared to net income of $10,339,470 for the year ended December 31, 1998. Net income decreased as a result of a decrease in revenues of $9,549,456 and an increase in costs and expenses of $1,939,275. Revenues decreased due primarily to a decrease in mortgage loan interest income which decreased by $9,286,498 for the year ended December 31, 1999 compared to the same period in the prior year primarily as a result of loans paid off in June 1998. Further, short term interest income decreased as a result of a decrease in cash available for investment. Operating income, real estate and other income remained stable. Costs and expenses increased for the year ended December 31, 1999 compared to the year ended December 31, 1998 due primarily to a $2,379,330 net provision for the impairment of the Garfinkel's property recognized in 1999. Mortgage servicing and property management fees decreased as a result of lower net asset value as well as lower principal loan balances outstanding on which fees are calculated. General and administrative expenses decreased as a result of legal expenses. Real Estate Market The real estate market has begun to recover from the effects of the recent recession, which included a substantial decline in the market value of existing properties. However, high vacancy rates continue to exist in many areas. As a result, Registrant's potential for realizing the full value of its investment in mortgages is at increased risk. Recently Issued Accounting Standards The Financial Accounting Standards Board issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities Deferral of the Effective Date of SFAS No. 133." The Statement deferred for one year the effective date of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities". The Statement requires companies to recognize all derivatives on the balance sheet as assets or liabilities, measured at fair value. Gains or losses resulting from changes in the values of those derivatives would be accounted for depending on the use of the derivative and whether they qualify for hedge accounting. This Statement is effective for fiscal years beginning after June 15, 2000. The Registrant believes that the effect of SFAS 133 on its financial statements will be immaterial. Inflation Inflation has not had a material effect on the Registrant's revenues during the period and is not expected to have a material effect in the future. However, prolonged periods of low or no inflation could result in low levels of interest rates which could result in certain of the Registrant's loans being prepaid prior to maturity and the Registrant receiving decreased revenue on any reinvestment of such funds. 10 Except as discussed above, management is not aware of any other known trends, events, commitments or uncertainties that will have a significant impact on liquidity. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK The Registrant is not subject to market risk as its cash and cash equivalents are invested in short term money market mutual funds. The Registrant has no loans outstanding. 11 Item 8. Financial Statements and Supplementary Data RESOURCES PENSION SHARES 5, L.P. FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2000, 1999 and 1998 INDEX Page Number ------ Independent Auditors' Report 13 Financial Statements - Years ended December 31, 2000, 1999 and 1998 Balance sheets 15 Statements of income 16 Statement of partners' equity 17 Statements of cash flows 18 Notes to financial statements 19 Financial Statement Schedules II VALUATION AND QUALIFYING ACCOUNTS 31 III REAL ESTATE AND ACCUMULATED DEPRECIATION 32 All other financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. 12 Independent Auditors' Report To the Partners Resources Pension Shares 5, L.P. We have audited the accompanying balance sheet of Resources Pension Shares 5, L.P. (a limited partnership) (the "Partnership") as of December 31, 2000, and the related statements of operations, partners' equity and cash flows for the year then ended. Our audit also included the financial statement schedule supplied pursuant to Item 14(a)(2). These financial statements and the financial statement schedule are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audit. We conducted our audit 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 financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Resources Pension Shares 5, L.P. (a limited partnership) as of December 31, 2000 and its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. /s/ Imowitz Koenig & Co., LLP New York, New York March 8, 2001 13 To the Partners of Resources Pension Shares 5, L.P. Cambridge, Massachusetts INDEPENDENT AUDITOR'S REPORT We have audited the accompanying balance sheet of Resources Pension Shares 5, L.P. (a limited partnership) as of December 31, 1999 and the related statements of operations, shareholders' equity and cash flows for each of the two years in the period ended December 31, 1999. Our audits also included the financial statement schedules listed in the Index at Item 14(a)2. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements 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 financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Resources Pension Shares 5, L.P. as of December 31, 1999 and the results of its operations and its cash flows for each of the two years in the period ended December 31, 1999 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules taken as a whole, present fairly, in all material respects the information set forth therein. /s/ Hays & Company March 15, 2000 New York, New York 14 RESOURCES PENSION SHARES 5, L.P. BALANCE SHEETS

~~Year ended~~ December 31, -------------------------------------- 2000 1999 --------------- --------------- ASSETS Investments in mortgage loans $ 12,373,731 $ 12,466,613 Cash and cash equivalents 4,226,731 4,801,986 Real estate - net 4,488,383 4,615,314 Other assets 175,852 169,268 Interest receivable - mortgage loans 128,471 105,040 -------------- --------------- ~~(dollars~~Total inAssets ~~thousands~~$ ~~except~~21,393,168 ~~per~~$ ~~unit~~22,158,221 ~~amounts)~~============== ~~1999~~=============== ~~1998~~LIABILITIES ~~1997~~AND ~~1996~~PARTNERS' ~~1995~~EQUITY Liabilities: Accounts payable and accrued expenses $ 193,995 $ 157,737 Deferred lease termination fee 302,500 -- Due to affiliates 103,080 113,800 ----------- --- ---------- ----- Total Liabilities 599,575 271,537 -------- ------ ------- --------~~-----~~ ~~Revenues~~Commitment $and ~~2,553~~contingencies $Partners' ~~12,103~~Equity: ~~(4)~~Limited $partners' equity (5,~~335 $ 4~~690,~~748~~843 $units ~~4,130~~issued ~~Net~~and ~~(Loss~~outstanding) ~~Income $ (1~~20,~~149) (5) $ 10~~585,~~339~~947 ~~(4) $ 4~~21,~~033 (2) $ 1~~667,~~244~~828 ~~(1)~~General $partners' ~~254~~equity ~~(3)~~207,646 ~~Net~~218,856 ~~(Loss)~~-------------- ~~Income Per Unit $ (.20) (5) $ 1.80 (4) $ .70 (2) $ .22 (1) $ .04 (3) Distributions Per Unit $~~ --------------- ~~$ 6.22 $ .44 $ .44 $ .24~~ Total ~~Assets~~Partners' $Equity 2220,~~158 $ 23~~793,~~786~~593 ~~$ 50~~21,~~793~~886,684 $-------------- ~~48,916~~--------------- $Total ~~49,731~~Liabilities ~~Partner~~and Partners's ~~equity~~Equity $ 21,~~887 $ 23~~393,~~036~~168 $ 4822,~~451 $ 46~~158,~~947~~221 $============== ~~48,232~~===============

See notes to financial statements. 15 RESOURCES PENSION SHARES 5, L.P. STATEMENTS OF OPERATIONS

For the Years Ended December 31, ---------------------------------------------------------- 2000 1999 1998 ------------ ------ ------ ------------ ~~ASSETS~~Revenues: ~~Investments~~Mortgage inloans ~~mortgage~~interest ~~loans~~income $ 121,~~466~~302,~~613~~996 $ 121,~~531~~297,~~894~~087 ~~Cash~~$ ~~and~~10,583,585 ~~cash~~Operating ~~equivalents~~income 4- real estate 981,~~801~~274 978,~~986~~171 3982,~~427,496~~971 ~~Real~~Short-term ~~estate~~investment -interest ~~net~~285,343 4202,~~615,314~~729 7474,~~581,505~~013 Other ~~assets~~income ~~169~~79,~~268~~488 ~~139~~75,~~754~~260 ~~Interest~~62,134 ~~receivable~~------------ ------------ ~~mortgage~~------------ ~~loans~~Total ~~105~~revenues 2,~~040~~649,101 ~~105~~2,~~751~~553,247 12,102,703 ------------ ------ ------ ------------ $Costs 22and Expenses: Management fees 437,~~158~~282 412,~~221~~757 $604,275 23Operating expenses - real estate 441,~~786~~030 416,~~400~~694 ~~==================~~473,562 ~~==================~~Depreciation ~~LIABILITIES~~and ~~AND~~amortization ~~PARTNERS'~~expense ~~EQUITY~~167,319 ~~Liabilities~~229,412 ~~Accounts~~227,793 ~~payable~~General and ~~accrued~~administrative expenses $162,782 ~~157~~183,~~737~~562 $321,383 ~~200~~Property management fees 30,~~278~~687 ~~Other~~49,583 ~~liabilities~~60,920 -Mortgage ~~441~~servicing fees 31,~~604~~030 ~~Due~~31,170 to47,144 ~~affiliates~~Provision ~~113~~for impairment,~~800~~ ~~108~~net -- 2,~~573~~379,330 -- Loss on disposition of real estate -- -- 28,156 ------------ ------------ ------------ Total ~~liabilities~~costs ~~271~~and expenses 1,~~537~~270,130 ~~750~~3,~~455~~702,508 1,763,233 ------------ ------ ------ ------------ ~~Commitments~~Net ~~and~~income ~~contingencies~~ (~~Notes~~loss) 3$ 1,378,971 4$ (1,149,261) 5$ ~~and~~10,339,470 7============ ============ ============ Net income (loss) ~~Partners'~~attributable ~~equity~~to: Limited partners' ~~equity~~$ (51,~~690~~365,~~843~~181 ~~units~~$ ~~issued and outstanding) 21~~(1,~~667~~137,~~828~~768) 22$ 10,~~805~~236,~~596~~075 General partners' ~~equity~~13,790 ~~218~~(11,~~856~~493) ~~230~~103,~~349~~395 ------------ ------ ------ ------------ ~~Total~~$ ~~partners'~~1,378,971 ~~equity~~$ 21(1,~~886~~149,~~684~~261) 23$ 10,~~035~~339,~~945~~470 ~~------------------~~============ ~~------------------~~============ $============ 22Net income (loss) per unit of limited partnership interest (5,~~158~~690,~~221~~843 units outstanding) $ ~~23,786,400~~.24 $ (.20) $ 1.80 ============ ====== ====== ============

See notes to financial statements. 16 RESOURCES PENSION SHARES 5, L.P. STATEMENTS OF PARTNERS' EQUITY For the Years Ended December 31, 2000, 1999 and 1998

~~Year~~Limited ~~ended~~General ~~December~~Total ~~31,~~Partners' ~~---------------------------------------------------~~Partners' ~~1999~~Partners' ~~1998~~Equity ~~1997~~Equity Equity ------------~~---~~ ------------~~---~~ ------------~~---~~ ~~Revenues~~Balance ~~Mortgage~~- ~~loans~~January ~~interest~~1, ~~income~~1998 $ 147,~~297~~966,~~087~~562 $ 10484,~~583,585~~500 $ 348,~~267~~451,~~488~~062 ~~Short-term~~Net ~~investment~~income ~~interest 202~~10,~~729 474~~236,~~013~~075 ~~757~~103,~~945~~395 ~~Operating revenue - real estate 978~~10,~~171 982~~339,~~971~~470 ~~1,191,478~~Distributions ~~Other~~to ~~income~~partners ~~75,260~~($6.22 ~~62,134~~per ~~118,139~~limited ~~---------------~~partnership ~~---------------~~unit) ~~--------------- 2~~(35,~~553~~397,~~247~~041) 12(357,~~102,703~~546) 5(35,~~335~~754,~~050~~587) ------------~~---~~ ------------~~---~~ ------------~~---~~ ~~Costs~~Balance ~~and expenses Management fees 412,757 604,275 847,690 Operating expenses~~ - ~~real~~December ~~estate 416~~31,~~694~~ ~~473,562~~1998 ~~654~~22,~~978 General and administrative 183~~805,~~562~~596 ~~321~~230,~~383~~349 ~~160~~23,~~296 Depreciation and amortization 229~~035,~~412~~945 ~~227,793~~Net ~~234,259~~loss ~~Mortgage servicing fees 31~~(1,~~170 47~~137,~~144~~768) 65(11,~~122~~493) ~~Property management fees 49,583 60,920 61,203 Provision for impairment, net 2,379,330 - - Loss on disposition of real estate - 28,156 - Recovery of loan losses - -~~ (~~721~~1,~~946~~149,261) ------------~~---~~ ------------~~---~~ ------------ Balance --- 3December 31,~~702,508~~ 11999 21,~~763~~667,~~233~~828 1218,~~301~~856 21,~~602~~886,684 ~~--------------- --------------- ---------------~~ Net ~~(loss)~~ income ~~$ (~~1,~~149~~365,~~261)~~181 ~~$ 10~~13,~~339,470~~790 ~~$ 4~~1,~~033~~378,~~448~~971 ~~================~~Distribution ~~===============~~to ~~===============~~partners ~~Net~~ (~~loss)~~$.43 ~~income~~per ~~attributable~~limited topartnership ~~Limited~~unit) ~~partners $~~ (12,~~137~~447,~~768~~062) ~~$ 10,236,075 $ 3,993,114 General partners~~ (1125,~~493~~000) ~~103~~(2,~~395 40~~472,~~334~~062) ------------~~----~~ ------------~~---~~ ------------ Balance --- $December (131,~~149,261)~~ 2000 $ 1020,~~339~~585,~~470~~947 $ 4207,~~033,448~~646 ~~================~~$ ~~=============== =============== Net (loss) income per unit of limited partnership interest (5~~20,~~690~~793,~~843~~593 ~~units outstanding) $ (0.20) $ 1.80 $ 0.70~~ ============~~====~~ ============~~===~~ ============~~===~~

See notes to financial statements. 17 RESOURCES PENSION SHARES 5, L.P. STATEMENTS OF CASH FLOWS

~~General~~For ~~Limited~~the ~~Total~~Years ~~Partners'~~Ended ~~Partners'~~December ~~Partners'~~31, ~~Equity Equity Equity~~ --------------- ----------------------------------- 2000 1999 1998 ------------ ------------ ~~Balance,~~------------ ~~January~~Cash 1,Flows ~~1997~~from Operating Activities: Net income (loss) $ ~~469~~1,~~459~~378,971 $ 46(1,~~477~~149,~~419~~261) $ 4610,~~946~~339,~~878~~470 ~~Net~~Adjustments to reconcile net income (loss) to net cash provided by operating activities Depreciation and amortization expense 167,319 229,412 227,793 Provision for impairment, net -- ~~1997~~2,379,330 40-- Amortization of origination and acquisition fees (31,~~334~~616) 3(32,~~993~~624) (9,~~114~~224) 4Stepped lease rentals 33,~~033~~942 12,~~448~~202 ~~Distributions~~31,460 toLoss ~~partners~~on disposition of real estate -- -- 28,156 Changes in assets and liabilities: Other assets (~~$.44~~57,212) ~~per~~(61,145) ~~limited~~70,854 ~~partnership~~Interest ~~unit~~receivable - mortgage loans (23,431) 711 20,761 Accounts payable and accrued expenses 36,258 (2542,~~293~~541) (2579,~~503~~634) Other liabilities 302,~~971~~500 -- (166,834) Due to affiliates (210,~~529~~720) 5,~~264~~227 (212,952) ------------ ------------ ------------ Net cash provided by operating activities 1,796,011 1,341,311 9,749,850 ------------ ------------ ------------ ~~Balance,~~Cash ~~December~~Flows ~~31,~~from ~~1997~~Investing ~~484,500~~Activities: ~~47,966,562~~Proceeds 48from disposition of real estate -- -- 1,~~451~~456,~~062~~844 ~~Net~~Mortgage ~~income~~loan -repayments ~~1998~~received ~~103~~92,~~395~~626 1097,~~236,075~~905 1012,~~339~~926,~~470~~153 ~~Distributions~~Additions to ~~partners~~real ~~($6.22~~estate ~~per limited partnership unit)~~ (~~357~~23,~~546~~702) (3564,~~397,041~~726) (3544,~~754,587~~064) Loan origination fees received 31,872 -- -- ------------ ------------ ------------ Net cash provided by investing activities 100,796 33,179 14,338,933 ------------ ------------ ~~Balance,~~------------ ~~December~~Cash ~~31,~~Flows ~~1998~~from ~~230,349~~Financing 22Activities: Distributions to partners (2,~~805~~472,~~596~~062) 23-- (36,~~035~~386,~~945~~903) ~~Net~~------------ ~~loss~~------------ ------------ ~~1999~~Cash ~~(11,493)~~used in financing activities (12,~~137~~472,~~768~~062) -- (136,~~149~~386,~~261~~903) ------------ ------------ ------------ Net (decrease) increase in cash and cash equivalents (575,255) 1,374,490 (12,298,120) Cash and cash equivalents, beginning of period 4,801,986 3,427,496 15,725,616 ------------ ------------ ------------ ~~Balance,~~Cash ~~December~~and 31cash equivalents, ~~1999~~end of period $ ~~218~~4,~~856~~226,731 $ 214,~~667~~801,~~828~~986 $ 213,~~886~~427,~~684~~496 ============~~===~~ ============~~===~~ ============~~===~~

See notes to financial statements. 18 RESOURCES PENSION SHARES 5, L.P. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000, 1999 AND 1998 1. ORGANIZATION Resources Pension Shares 5, L.P., a Delaware limited partnership (the "Partnership"), was formed under the Delaware Revised Uniform Limited Partnership Act on February 11, 1986 for the purpose of investing primarily in participating mortgage loans and, to lesser extent, land sale-leaseback transactions on improved, income-producing real estate. The Partnership will terminate on December 21, 2010, or sooner, in accordance with the terms of the Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement"). The Partnership registered 16,000,000 units of limited partnership interests at $10 per unit with the Securities and Exchange Commission, 6,000,000 of which were for the Partnership's Reinvestment Plan. On February 12, 1988, the Partnership terminated its offering of limited partnership units having raised $56,907,425 from approximately 5,800 investors (including $699,565 from limited partnership units issued pursuant to the Reinvestment Plan). After the payment of a nonaccountable expense reimbursement to the "Administrative General Partner", the Partnership had approximately $54,238,000, including evaluation and acquisition fees paid or payable to the Administrative General Partner, available for investment and reserves. Limited partners' units were issued at a stated value of $10 per unit. A total of 5,690,843 units of limited partnership were issued, including 100 units to the initial limited partner for an aggregate capital contribution of $56,908,426. The general partners collectively contributed $1,000 to the Partnership. Resources Pension Advisory Corp., (the "Investment General Partner"), Resources Capital Corp., the Administrative General Partner and Presidio AGP Corp., (the "Associate General Partner") (collectively referred to as the "General Partners") are wholly-owned subsidiaries of Presidio Capital Corp. ("Presidio"). The Administrative General Partner is also a general partner in several other limited partnerships which are also affiliated with Presidio and which are engaged in business that are, or may be in the future, in direct competition with the Partnership. Subject to the provisions of the Partnership Agreement, Presidio controls the Partnership through its indirect ownership of the General Partners. On August 28, 1997, an affiliate of NorthStar Capital Partners acquired all of the Class B shares of Presidio. This acquisition, when aggregated with previous acquisitions, caused NorthStar Capital Partners to acquire indirect control of the General Partners. Effective July 31, 1998, Presidio is indirectly controlled by NorthStar Capital Investment Corp. ("NorthStar"), a Maryland corporation. Presidio entered into a management agreement with NorthStar Presidio Management Company LLC ("NorthStar Presidio"), an affiliate of NorthStar. Under the terms of the management agreement, NorthStar Presidio provides the day-to-day management of Presidio and its direct and indirect subsidiaries and affiliates. On October 21, 1999, Presidio entered into a Service Agreement with AP-PCC III, L.P. (the "Agent") pursuant to which the Agent was retained and is compensated by Presidio to provide asset management and investor relation services to the Partnership and other entities affiliated with the Partnership. 19 RESOURCES PENSION SHARES 5, L.P. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000, 1999 AND 1998 1. ORGANIZATION (CONTINUED) As a result of this agreement, the Agent has the duty to direct the day to day affairs of the Partnership, including, without limitation, reviewing and analyzing potential sale, financing or restructuring proposals regarding the Partnership's assets, preparation of all Partnership reports, maintaining Partnership records and maintaining bank accounts of the Partnership. The Agent is not permitted, however, without the consent of Presidio, or as otherwise required under the terms of the Partnership Agreement to, among other things, cause the Partnership to sell or acquire an asset or file for bankruptcy. In order to facilitate the provision by the Agent of the asset management services and the investor relation services, effective October 25, 1999, the officers and directors of the General Partner resigned and nominees of the Agent were elected as the officers and directors of the General Partner. The Agent is an affiliate of Winthrop Financial Associates, a Boston based company that provides asset management services, investor relation services and property management services to over 150 limited partnerships which own commercial property and other assets. The General Partner does not believe that this transaction will have a material effect on the operations of the Partnership. In accordance with the Partnership Agreement, net income and loss, adjusted cash from operations and disposition proceeds are allocated 99% to the limited partners and 1% to the General Partners. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Investments in mortgage loans The Partnership accounts for its investments in mortgage loans under the following methods: Investment method Mortgage loans representing transactions in which the Partnership is considered to have substantially the same risks and potential rewards as the borrower are accounted for as investments in real estate rather than as loans. Although the transactions are structured as loans, due to the terms of the deferred interest portion of the mortgage loan, it is not readily determinable at inception that the borrower will continue to maintain a minimum investment in the property. Under this method of accounting, the Partnership recognizes as revenue the lesser of the amount of interest as contractually provided for in the mortgage loan, or the pro rata share of the actual cash flow from operations of the underlying property inclusive of depreciation and interest expense on any senior indebtedness. Interest method Under this method of accounting, the Partnership recognizes revenue as interest income over the term of the mortgage loan so as to produce a constant periodic rate of return. Interest income is not recognized as revenue during periods where there are concerns about the ultimate realization of the interest or the loan principal. 20 RESOURCES PENSION SHARES 5, L.P. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000, 1999 AND 1998 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Loan origination and acquisition fees Fees received and costs associated with the funding of mortgage loans are included in investments in mortgage loans and amortized over the term of the mortgage. Amortization is included in interest income. Allowance for loan losses A provision for loan losses is established based upon a periodic review of each of the mortgage loans in the Partnership's portfolio. In performing this review, management considers the estimated net realizable value of the mortgage loan or collateral as well as other factors, such as the current occupancy, the amount and status of any senior debt, the prospects for the property and the economic situation in the region where the property is located. Because this determination of net realizable value is based upon projections of future economic events which are inherently subjective, the amounts ultimately realized at disposition may differ materially from the carrying value at each year end. Accordingly, the Partnership may provide additional losses in subsequent years and such provisions could be material. Write-down for impairment The Partnership provides write-downs for impairment based upon a periodic review of the real estate in its portfolio. Real estate property is carried at the lower of depreciated cost or estimated fair value. In performing this review, management considers the estimated fair value of the property based upon the undiscounted future cash flows, as well as other factors, such as the current occupancy, the prospects for the property and the economic situation in the region where the property is located. Because this determination of estimated fair value is based upon projections of future economic events which are inherently subjective, the amount ultimately realized at disposition may differ materially from the carrying value at each year end. Accordingly, the Partnership may record additional write-downs in subsequent years and such write-downs could be material. Depreciation Depreciation on properties acquired by the Partnership as a result of a loan default is computed using the straight-line method over the useful life of the property, which is estimated to be 40 years. The initial cost of property represents the lower of the loan principal or the fair market value of the property at the time of acquisition. Repairs and maintenance are charged to operation as incurred. Cash and Cash Equivalents For the purpose of the statements of cash flows, the Partnership considers all short-term investments which have original maturities of three months or less to be cash equivalents. Principally all of the Partnership's cash and cash equivalents are held at one financial institution. 21 RESOURCES PENSION SHARES 5, L.P. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000, 1999 AND 1998 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Fair Value of Financial Instruments The fair value of financial instruments is determined by reference to market data and other valuation techniques as appropriate. The Partnership's financial instruments include cash and cash equivalents and investments in mortgage loans. Unless otherwise disclosed, the fair value of financial instruments approximates their recorded value. Net income (loss) and distributions per unit of limited partnership interest Net income (loss) and distribution per unit of limited partnership interest are computed based upon the number of outstanding units (5,690,843) for the year. Income Taxes No provisions have been made for federal, state and local income taxes, since they are the personal responsibility of the partners. The income tax returns of the Partnership are subject to examination by federal, state and local taxing authorities. Such examinations could result in adjustments to the Partnership's income or loss, which change could affect the tax liability of the individual partners. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Recently Issued Accounting Standards The Financial Accounting Standards Board issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of SFAS No. 133." The Statement deferred for one year the effective date of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities". The Statement requires companies to recognize all derivatives on the balance sheet as assets or liabilities, measured at fair value. Gains or losses resulting from changes in the values of those derivatives would be accounted for depending on the use of the derivative and whether they qualify for hedge accounting. This Statement is effective for fiscal years beginning after June 15, 2000. The Partnership believes that the effect of SFAS 133 on its financial statements will be immaterial. 22 RESOURCES PENSION SHARES 5, L.P. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000, 1999 AND 1998 3. CONFLICTS OF INTEREST AND TRANSACTION WITH RELATED PARTIES For the years ended December 31, 2000, 1999 and 1998, reimbursable expenses due to NorthStar Presidio amounted to $0, $39,068 and $21,869, respectively. For management of the affairs of the Partnership, the Administrative General Partner is entitled to receive a management fee equal to 1.25% per annum of the average month-end net asset value of the Partnership for the first four years after the initial closing date; 1.5% for the next six years; and 1.75% thereafter. For the years ended December 31, 2000, 1999 and 1998, the Administrative General Partner earned $437,282, $412,757 and $604,275, respectively, for its management services. For the servicing of mortgage loans made by the Partnership, the Investment General Partner is entitled to receive a mortgage servicing fee of 1/4 of 1% per annum of the principal balances loaned. During the years ended December 31, 2000, 1999 and 1998, the Investment General Partner earned $31,030, $31,170 and $47,144, respectively, in mortgage servicing fees. At December 31, 2000 and 1999, the amounts due to the General Partners, with respect to management services and mortgage servicing fees, was $103,080 and $113,800, respectively. On December 9, 1993, the Partnership entered into a supervisory management agreement with Resources Supervisory Management Corp. ("RSMC'), an affiliate of the General Partners, to perform certain functions relating to supervising the management of the Groton, Connecticut property. As such, RSMC was entitled to receive as compensation for its supervisory management services the greater of 6% of annual gross revenues from the Groton, Connecticut property when leasing services are performed or 3% of gross revenue when no leasing services are performed. RSMC entered into an agreement with an unaffiliated local management company to perform such services on behalf of the Partnership. The terms of this agreement are substantially the same as the agreement entered into between the Partnership and RSMC. Effective February 1, 2000, property management services are performed by Kestrel Management, L.P. ("Kestrel"), an affiliate of the Agent. There was no supervisory management fee earned by RSMC for the year ended December 31, 2000 and 1999. Management fees earned by the unaffiliated local management company amounted to $4,000, $49,583 and $60,920 for the years ended December 31, 2000, 1999 and 1998, respectively. Management fees earned by Kestrel amounted to $26,687 for the year ended December 31, 2000. As of December 31, 2000, affiliates of Presidio have purchased 1,482,988 limited partnership units of the Partnership. These units represent 26% of the issued and outstanding limited partnership units. Affiliates of the General Partner received $637,685 in distributions for the year ended December 31, 2000. No distributions were made for the year ended December 31, 1999. The General Partners collectively are allocated 1% of net income, loss and cash flow distributions of the Partnership. Such amounts allocated or distributed to the General Partners are apportioned .98% to the Administrative General Partner, .01% to the Investment General Partner and .01% to the Associate General Partner. 23 RESOURCES PENSION SHARES 5, L.P. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000, 1999 AND 1998 4. INVESTMENTS IN MORTGAGE LOANS As of December 31, 2000, the Partnership had three outstanding first mortgage loans representing an aggregate mortgage amount advanced of $12,700,000. During 1999, the Partnership was repaid the remaining balance on one of its loans (the DVL note). During 1998, the Partnership was repaid its entire outstanding balance on two of its mortgage loans (Bank of California Loan and Avon Market Center Loan). A discussion of these events, as well as a description of the Partnership's other mortgage investments is described below. Lionmark Corporate Center Loan On June 15, 1993, the Partnership funded a first mortgage loan in the principal amount of $4,000,000 at an annual interest rate of 8.5%, payable in monthly installments of principal and interest (based on a 35-year amortization schedule). The loan is for a ten-year period and may be prepaid without penalty. The loan is with recourse to principals of the borrower if at any time the borrower files a petition under the United States Bankruptcy Code. The loan is secured by a one-story, campus type office or flexible use building, which is part of a larger office park. The building is located in Columbus, Ohio and consists of approximately 79,000 square feet of net rentable area and parking for approximately 357 automobiles. The office building's major tenants include Star Bank Services, GDE Systems, Inc. and TransAmerica. In connection with issuing the commitment, the Partnership received application and commitment fees aggregating $40,000. Oliveye Loan On October 31, 1997, the Partnership funded a first mortgage loan to Oliveye Hotel Limited Partnership in the principal amount of $6,500,000. The loan had an annual interest rate of 11% and was payable monthly. The loan is secured by the Crowne Plaza Hotel located in Cincinnati, Ohio and matured in October 2000. The mortgage was extended for an additional year with interest at 12% per annum and monthly payments of $68,450. The Partnership received a loan origination fee of $31,872 related to the extension in the fourth quarter of 2000. In addition, the borrower placed in escrow a deed which will be released to the Partnership should the borrower default. DVL Loan On February 28, 1997, the Partnership funded a Negotiable Promissory Note (the "Note") to DVL, Inc. ("DVL"), in the principal amount of $2,000,000 at an annual interest rate of 12% with interest payable monthly. In addition, the Partnership was entitled to receive payments equal to DVL's excess cash flow (as defined) from the mortgages underlying DVL's collateral assignment, which was to be applied as a reduction of principal. The Note was to mature on February 27, 2000 and was able to be prepaid during the first two years. The Note was secured by (among other things) a collateral assignment of DVL's interest in certain promissory notes payable to DVL. 24 RESOURCES PENSION SHARES 5, L.P. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000, 1999 AND 1998 4. INVESTMENTS IN MORTGAGE LOANS (CONTINUED) DVL Loan (Continued) On July 30, 1997, DVL sold one of the properties underlying the Note and made a $1,075,000 prepayment to the Partnership. Approximately $1,032,000 of the prepayment was applied towards the principal balance of the Note and the remainder was applied to interest. On April 1, 1998, DVL sold one of the properties underlying the Note and made a $500,000 prepayment to the Partnership, of which $467,787 was applied towards the principal balance of the Note and the remainder was applied to interest and yield maintenance fee. In January 1999, the balance of the DVL Note was repaid in its entirety. Bank of California Loan The Bank of California Loan, in the original principal amount of $8,500,000 ("Wrap Loan"), was secured by, among other things, the interest of Gum Loong Limited Partnership in the land located in downtown Seattle, Washington underlying a building commonly known as The Bank of California Building. In June 1998, a Bankruptcy Court approved settlement of the Wrap Loan in its entirety. At that time, the net carrying value of the Wrap Loan on the Partnership's books was $8,500,000. The Partnership received the full contractual amount of $16,955,560, of which $8,500,000 was applied towards principal and $8,455,560 applied to interest income. Avon Market Center Loan On March 19, 1993, the Partnership funded a first mortgage loan in the principal amount of $3,750,000 at an annual interest rate of 8.35%, payable in monthly installments of principal and interest (based on a 35-year amortization schedule). On June 3, 1998, the loan was prepaid in its entirety. The Partnership received $3,694,492 of which $3,638,804 was applied towards principal and $55,688 to interest. Xerox Loan The Xerox loan was originally a $1,100,000 first mortgage loan, which was secured by an office building located in Arlington, Texas. In March 1997, the Xerox loan matured in accordance with its terms. On September 30, 1997, the Partnership received a deed-in-lieu of foreclosure on the property underlying this loan. At that date, the Xerox loan had a carrying value of $1,100,000 (this loan was accounted for under the investment method) and the underlying property had an estimated net realizable value of $1,500,000. Accordingly, the Partnership reduced its investments in mortgage loans by the carrying value of the Xerox loan and recorded an addition to real estate for the fair market value of the underlying property, which resulted in recognition of interest income for amounts previously deferred in the amount of $400,000. 25 RESOURCES PENSION SHARES 5, L.P. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000, 1999 AND 1998 4. INVESTMENTS IN MORTGAGE LOANS (CONTINUED) Xerox Loan (Continued) On March 10, 1998, the Partnership sold this property for $1,550,000, exclusive of closing costs of approximately $93,000. At that time the property had a net carrying value of $1,485,000, resulting in a loss on the disposition of the property of approximately $28,000. Information with respect to the Partnership's investments in mortgage loans is summarized below:

~~Year~~Interest ~~ended~~Interest ~~December~~Mortgage ~~31,~~Interest ~~--------------------------------------------------- INCREASE~~ (~~DECREASE~~1) ~~IN CASH AND CASH EQUIVALENTS 1999 1998 1997 --------------- --------------- --------------- Cash flows from operating activities Net~~ (~~loss~~4) ~~income $~~ (1~~,149,261~~) $Rate ~~10,339,470~~Rate $Maturity ~~4,033,448~~Amount ~~Adjustments~~Recognized toCarrying ~~reconcile~~Value ~~net~~Carrying ~~(loss)~~Value ~~income~~Current to% ~~net~~Accrued ~~Cash~~% ~~provided~~Date byAdvanced ~~operating~~Dec. ~~activities Recovery of loan losses - - (721~~31,~~946)~~ ~~Depreciation~~2000 ~~and~~Dec. ~~amortization 229~~31,~~412~~ ~~227,793~~2000 ~~234,259~~Dec. ~~Provision for impairment~~31, ~~net~~1999 ~~2,379,330~~ - - ~~Interest earned on Xerox loan~~ - - ~~(400,000) Amortization of loan origination and acquisition fees (32,624) (9,224) 119,919 Loss on disposition of real estate~~ - ~~28,156~~ - ~~Stepped lease rentals 12,202 31,460 (63,245) Changes in operating assets and liabilities Other assets (61,145) 70,854 6,437 Interest receivable~~ - ~~mortgage loans 711 20,761 147,882 Accounts payable and accrued expenses (42,541) (579,634) 111,118 Other liabilities~~ - ~~(166,834) 165,388 Due to affiliates 5,227 (212,952) 96,809~~ ---- ----------- ----------~~-----~~ --------------- ~~Net cash provided by operating activities 1,341,311 9,749,850 3,730,069~~ --------------- --------------- --------------- ~~Cash~~Description ~~flows from investing activities Investments in mortgage loans~~ - - ~~(8,500,000) Proceeds from disposition of real estate~~ - ~~1,456,844 Mortgage loan repayments received 97,905 12,926,153 12,695,141 Loan origination fees received~~ - ~~113,750 Additions to real estate (64,726) (44,064) (159,972)~~ -------~~--------~~ Shopping Center --------------- Lucky Supermarket Buena Park, CA (3) 8.41-10.00 1.82-~~-------------~~0 ~~Net~~May ~~cash~~2005 ~~provided~~$ by2,200,000 ~~investing~~$ ~~activities 33~~221,~~179~~539 14$ 2,~~338~~223,~~933~~377 4$ 2,~~148~~228,~~919~~670 ~~---------------~~Hotel -----~~----------~~ ~~---------------~~Crowne ~~Cash~~Plaza ~~flows~~Hotel ~~from~~Cincinnati, ~~financing~~OH ~~activities~~(2) ~~Distributions~~12.00 to-- ~~partners~~Oct. -2001 ~~(36~~6,~~386~~500,~~903)~~000 (2756,~~529~~551 6,~~264)~~343,442 ~~---------------~~6,397,682 ~~---------------~~Office Building --------------- ~~Net~~Lionmark ~~increase~~Corp. ~~(decrease)~~Ctr. ~~in cash and cash equivalents 1~~Columbus,~~374,490~~ OH (~~12,298,120~~2) 8.5~~,349,724~~ ~~Cash~~-- ~~and~~June ~~cash~~2003 ~~equivalents~~4,000,000 ~~beginning~~324,906 ~~of year~~ 3,~~427~~806,~~496~~912 153,~~725~~840,~~616~~261 ~~0,375,892~~ ------------ --- -------- ------- ----- ------------ ~~Cash~~$ ~~and cash equivalents~~12,700,000 ~~end of year~~ $ 41,~~801~~302,~~986~~996 $ 312,~~427~~373,~~496~~731 $ 1512,~~725~~466,~~616~~613 ============ === ======== ======= ===== ============

1. The carrying values of the above mortgage loans are inclusive of acquisition fees, accrued interest recognized and loan origination fees. 2. These loans are accounted for under the interest method. 3. This loan is accounted for under the investment method. 4. The contractual balance is equal to the carrying value at December 31, 2000, with the exception of the Lucky Supermarket loan, whose contractual balance is $2,568,396 at December 31, 2000. The contractual balance represents the original mortgage amount advanced plus accrued interest calculated in accordance with the loan agreement. 26 RESOURCES PENSION SHARES 5, L.P. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000, 1999 AND 1998 4. INVESTMENTS IN MORTGAGE LOANS (CONTINUED) A summary of mortgage activity is as follows:

~~Interest~~INVESTMENT ~~Interest~~INTEREST ~~Rate~~METHOD ~~Mortgage~~METHOD ~~Recognized~~TOTAL ------------ ------------ ------------~~---~~ ~~Maturity~~Balance, ~~Amount~~December ~~Dec.~~ 31, ~~Description~~1997 ~~Current~~$ %10,762,656 ~~Accrued~~$ %14,686,167 ~~Date~~$ ~~Advanced~~25,448,823 ~~1999~~Interest ~~---------------~~recognized ~~------------------ ------------------ ------------------ ------------------ ------------------ Shopping Centers ---------------- Lucky Supermarket Buena Park~~9,318,505 ~~CA (4) 8.41-10.00~~ 1~~.82 - 0 May 2005 2~~,~~200~~265,~~000~~080 ~~221~~10,~~539 DVL~~583,585 ~~Inc.~~Amortization ~~(3)~~of ~~12.00~~loan -principal ~~February 2000 2,000,000~~ - ~~Hotel~~ -~~----~~ ~~Crowne Plaza Hotel~~ (3319,562) ~~Cincinnati~~(319,562) ~~Ohio~~Cash ~~11.00~~received -inclusive ~~October~~of ~~2000~~current ~~6,500,000~~interest ~~747,914~~accruals ~~Office Buildings ---------------- Lionmark Corp. Ctr. Columbus, OH~~ (317,847,198) 8.(5 ~~- June 2003 4~~,~~000~~333,~~000~~754) ~~327~~(23,~~634~~180,952) ------------ ------ ------ ------------ $Balance, 14December 31,~~700,000~~ $1998 12,233,963 10,297,~~087~~931 ~~==================~~12,531,894 ~~==================~~Interest ~~Contractual~~recognized ~~Carrying~~221,539 ~~Carrying~~1,075,548 ~~Balance~~1,297,087 ~~Value~~Amortization ~~Value~~of ~~Dec.~~loan ~~31,~~principal ~~Dec.~~-- 31(84,638) ~~Dec. 31~~(84,638) ~~Description~~Cash ~~1999~~received ~~(2)~~inclusive ~~1999~~of (1,050,898) ~~1998~~current interest accruals (226,832) (1,277,730) ------------~~---~~ ------------~~------~~ ------------~~------~~ ~~------------------~~Balance, ~~Shopping~~December ~~Centers ---------------- Lucky Supermarket Buena Park~~31, CA1999 ~~(4)~~ 2,~~549,161 2,~~228,670 210,~~233~~237,~~963~~943 ~~DVL~~12,466,613 ~~Inc.~~Interest ~~(3)~~recognized -221,539 -1,081,457 131,~~267~~302,996 ~~Hotel~~Amortization ~~-----~~of ~~Crowne~~loan ~~Plaza~~principal ~~Hotel~~-- (392,626) ~~Cincinnati~~(92,626) ~~Ohio~~Cash ~~6,397,682~~received ~~6,397,682~~inclusive ~~6,413,761~~of ~~Office~~current ~~Buildings~~interest ~~----------------~~accruals ~~Lionmark Corp. Ctr. Columbus, OH~~ (3226,832) 3(1,~~840~~076,~~261~~420) 3(1,~~840~~303,~~261~~252) ~~3,870,903~~ ------------~~------~~ ------------~~------~~ ------------~~------~~ Balance, December 31, 2000 $ 122,~~787~~223,~~104~~377 $ 1210,~~466~~150,~~613~~354 $ 12,~~531~~373,~~894~~731 ============~~======~~ ============~~======~~ ============~~======~~

5. REAL ESTATE The following table is a summary of the Partnership's real estate: December 31, December 31, 2000 1999 ------------ ------------ Land $ 2,460,000 $ 2,460,000 Building and improvements 8,114,654 8,090,952 ------------ ------------ 10,574,654 10,550,952 Less: accumulated depreciation (1,405,338) (1,254,705) Less: impairment reserve (4,680,933) (4,680,933) ------------ ------------ $ 4,488,383 $ 4,615,314 ============ ============ 27 RESOURCES PENSION SHARES 5, L.P. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000, 1999 AND 1998 5. REAL ESTATE (CONTINUED) Landover, Maryland On December 21, 1992, the Partnership foreclosed on the property securing the Garfinkel's loan. At the foreclosure sale, the Partnership acquired the property for a bid of $3,200,000. In addition, in June 1993 the Partnership paid $84,404 for costs associated with the foreclosure. Such costs have been capitalized as real estate assets and had been depreciated over the estimated useful life of the property. The Garfinkel's property has been vacant since the foreclosure by the Partnership. Based upon the continued vacancy and the Partnership's inability to lease or sell the property as well as potential costs to upgrade the property into condition to sell, during 1999 the Partnership recorded a provision for impairment in the amount of $2,379,330, which represented the entire carrying value of the property. The Partnership paid real estate taxes for this property during the years ended December 31, 2000, 1999 and 1998 in the amounts of $39,063, $6,594 and $39,135, respectively. Such amounts are included in operating expenses-real estate in the statements of operations. Groton, Connecticut The Groton loan, in the original principal amount of $8,000,000, was collateralized by a shopping center in Groton, Connecticut. On September 20, 1991, Groton Associates, the borrower, filed a voluntary petition for reorganization pursuant to the provisions of Chapter 11 of the United States Bankruptcy Code. The Partnership obtained an order from the Bankruptcy Court on July 27, 1993 permitting it to proceed with a foreclosure against the property and directing Groton Associates to turn over all cash collateral and provide an accounting for rents. In addition, beginning with the rents due on August 1, 1993, the Partnership began to collect rents directly. The Partnership commenced a foreclosure action in Connecticut and on December 9, 1993 foreclosed on the shopping center. At the foreclosure, the estimated net realizable value of the shopping center was determined to be $6,500,000 based on the third party appraisal of the shopping center previously received by the Partnership. All reserves previously recorded on the loan were written off after the foreclosure and the remaining balance of $6,500,000 was transferred to real estate on the Partnership's balance sheet. At the time of foreclosure, occupancy at the shopping center was approximately 82%. The anticipated lease-up of the vacant space has not occurred as of December 31, 2000 resulting in lower than anticipated net operating income. 28 RESOURCES PENSION SHARES 5, L.P. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000, 1999 AND 1998 6. DEFERRED LEASE TERMINATION FEE On December 29, 2000, the Partnership received a lease termination payment from a tenant at its Groton, Connecticut property. This payment has been deferred and will be amortized into income for financial statement purposes until such time as a new tenant occupies the vacated space. 7. FUTURE MINIMUM RENTAL INCOME Approximate future minimum rental payments, excluding operating escalations and other charges, due from tenants pursuant to the terms of existing noncancelable leases as of December 31, 2000 are as follows: Year ending December 31, 2001 $ 549,565 2002 626,691 2003 540,864 2004 458,851 2005 378,826 Thereafter 1,725,425 ----------- Total $ 4,280,222 =========== The leases generally provide for minimum rent, and additional rent based on each tenant's gross sales, as well as reimbursement of operating expenses over base year amounts. 8. RECONCILIATION OF NET INCOME (LOSS) AND NET ASSETS PER FINANCIAL STATEMENTS TO TAX BASIS

~~Investment~~Years ~~Interest~~Ended ~~Method~~December ~~Method~~31, ~~Total~~ ----------------- ----------------- ----------------- ~~Balance,~~2000 ~~January~~1999 1,1998 ~~1997 $ 11,919,838 $ 18,335,849 $ 30,255,687 Investments in mortgage loans~~ - ~~8,500,000 8,500,000 Interest recognized 2,010,754 1,256,734 3,267,488 Amortization of loan principal~~ - ~~(449,565) (449,565) Recovery of provision for loan losses~~ - ~~721,946 721,946 Loan payoffs/foreclosure (1,500,000) (3,213,908) (4,713,908) Loan origination fees received~~ - ~~(113,750) (113,750) Cash received inclusive of current interest accruals (1,667,936) (10,351,139) (12,019,075)~~ --------~~---------~~ ------------~~-----~~ ------------~~-----~~ ~~Balance,~~Net ~~December~~income ~~31,~~(loss) ~~1997~~per 10financial statements $ 1,~~762~~378,~~656~~971 14$ (1,~~686~~149,~~167~~261) 25$ 10,~~448~~339,~~823~~470 ~~Interest~~Difference in income recognized 9on mortgage investments 15,~~318,505~~325 114,~~265,080~~004 10(8,~~583~~491,~~585~~987) ~~Amortization~~Provision offor ~~loan~~impairment, ~~principal~~net -- ~~(319~~2,~~562) (319~~379,~~562)~~330 ~~Cash~~-- ~~received~~Tax ~~inclusive~~loss on disposition of ~~current~~real ~~interest~~estate ~~accruals~~in ~~(17,847,198)~~excess ~~(5,333,754)~~of ~~(23,180,952)~~financial ~~-----------------~~statement --~~---------------~~ --~~---------------~~ ~~Balance~~(464,753) ~~December~~Income ~~31,~~recognized ~~1998~~for ~~2,233,963~~tax ~~10,297,931~~purposes ~~12,531,894~~which ~~Interest~~has ~~recognized~~been ~~221,539~~deferred ~~1,075,548~~until ~~1,297,087~~future ~~Amortization~~years offor ~~loan~~financial ~~principal~~statement 302,500 -- ~~(84,638)~~-- ~~(84,638)~~Tax ~~Cash~~depreciation ~~received~~in ~~inclusive~~excess of ~~current~~financial ~~interest~~statement ~~accruals~~depreciation (~~226~~72,~~832~~890) (112,~~050,898~~213) (119,~~277,730~~701) ------------~~-----~~ ------------~~-----~~ ------------~~-----~~ ~~Balance,~~Net ~~December~~income ~~31,~~per ~~1999~~tax basis $ 21,~~228~~623,~~670~~906 $ 101,~~237~~231,~~943~~860 $ 121,~~466~~363,~~613~~029 ============~~=====~~ ============~~=====~~ ============~~=====~~

29 RESOURCES PENSION SHARES 5, L.P. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000, 1999 AND 1998 8. RECONCILIATION OF NET INCOME (LOSS) AND NET ASSETS PER FINANCIAL STATEMENTS TO TAX BASIS (CONTINUED) The difference between the Partnership's net assets per financial statements to the tax basis of accounting are as follows:

~~Year ended~~ December 31, ----------------------------------~~--------------~~ 2000 1999 ~~1998 1997~~ ------------- ------------- ~~-------------~~ Net ~~income~~assets ~~(loss)~~ per financial statements $ (120,~~149~~793,~~261)~~593 $ 1021,~~339~~886,~~470~~684 $Deferred ~~4,033,448~~interest ~~Difference~~receivable in265,401 ~~recovery of loan losses - - (721~~250,~~946)~~949 ~~Difference~~Acquisition inand ~~income~~origination ~~recognized~~fees ~~on mortgage investments 14,004~~ (83,~~491,987~~649) (224,~~741~~522) ~~Difference~~Allowance infor ~~reserves~~impairments ~~- - (144~~4,~~000) Provision for impairment~~239,330 ~~net 2~~4,~~379~~239,330 -Syndication -costs ~~Tax loss on disposition of real estate in excess of financial statement - (464~~2,~~753)~~669,697 ~~- Tax write-off of loan in excess of financial statement - - (933~~2,~~092)~~669,697 ~~Tax~~Cumulative tax depreciation in excess of financial statement depreciation (12200,~~213~~302) (19127,~~701~~412) ~~(25~~Deferred revenue 302,~~175)~~500 --~~-----------~~ ------------- ------------- ~~Net income per tax basis~~ $ 128,~~231~~066,~~860~~570 $ 128,~~363~~914,~~029~~726 ~~$ 2,186,494~~ ============= ============~~= =============~~

30 RESOURCES PENSION SHARES 5, L.P. Schedule II - Valuation and Qualifying Accounts

~~December~~Additions ~~31,~~ ---------------------------- Balance at Charged to Charged to Balance at Beginning of Costs and Other End of Description Period Expenses Accounts (Deductions) Period ------------ ~~1999 1998~~ ---------- ---------- ---------- ---------- ~~Net~~YEAR ~~assets~~ENDED ~~per~~DECEMBER ~~financial~~31, ~~statements~~2000 $Write-down 21for impairment: Landover Mall - Landover,~~886~~ Maryland $2,~~684~~820,933 $ 23-- $ -- $ -- $2,~~035~~820,~~945~~933 ~~Deferred~~Groton ~~interest~~Shopping ~~receivable~~Center ~~250~~- Groton,~~949~~ ~~237~~Connecticut 1,~~817~~860,000 ~~Acquisition~~1,860,000 ~~and~~---------- ~~origination~~---------- ~~fees~~---------- (---------- ---------- $4,~~522)~~680,933 (5$ -- $ -- $ -- $4,~~395)~~680,933 ~~Allowance~~========== ========== ========== ========== ========== YEAR ENDED DECEMBER 31, 1999 Write-down for ~~impairments~~impairment: 4Landover Mall - Landover,~~239~~ Maryland $ -- $2,~~330~~820,933(B) $ -- $ -- $2,820,933 Groton Shopping Center - Groton, Connecticut 1,860,000 ~~Syndication~~1,860,000 ~~costs~~---------- 2---------- ---------- ---------- ---------- $1,~~669~~860,~~697~~000 $2,~~669~~820,~~697~~933 ~~Cumulative~~$ ~~tax~~-- ~~depreciation~~$ in-- ~~excess~~$4,680,933 of========== ~~financial~~========== ~~statement~~========== ~~depreciation~~========== ~~(127~~========== YEAR ENDED DECEMBER 31,~~412)~~ ~~(115~~1998 Write-down for impairment: Groton Shopping Center - Groton,~~199~~ Connecticut $1,860,000(A) $ -- $ -- $ -- $1,860,000 ---------- ---------- ---------- ~~Net~~---------- ~~assets~~---------- ~~per~~$1,860,000 ~~tax~~$ ~~basis~~-- $ ~~28,914,726~~-- $ 27-- $1,~~682~~860,~~865~~000 ========== ========== ========== ========== ==========

(A) Represents a write-down for impairment on the Groton Shopping Center provided during 1995 (B) Represents a write-down for impairment on the Landover Mall provided during 1999. 31 RESOURCES PENSION SHARES 5, L.P. Schedule III - Real Estate and Accumulated Depreciation

~~Additions~~Costs Capitalized Subsequent Initial Cost to Partnership* to Acquisition ---------------------------- ---------------------------- ~~Balance~~Building ~~at Charged to Charged Balance at Beginning of Costs~~ and toCarrying ~~Other End of~~ Description ~~Period~~Encumbrances ~~Expenses~~Land ~~Accounts~~Improvements ~~Deductions~~Improvements ~~Period~~Cost ------------ ------------ ----------------- ------------ ---------- ------------ ------------ ~~YEAR ENDED DECEMBER 31, 1999 Write~~-~~down~~--------- ~~for impairment:~~ Landover Mall - Landover, Maryland $ -- $ 640,000 $2,~~820~~560,~~933~~000 ~~(C)~~ $ - $ - $ 284,~~820,933~~404 Groton Shopping Center, Groton, Connecticut -- 1,~~860~~820,000 ~~(A) - - - 1~~4,~~860~~680,000 790,250 -- ---------- ------------ ------------ ------------ ------------ $Total ~~1,860,000~~ $ ~~2,820,933 $~~ - $ - $ 42,~~680~~460,~~933 ============ ============ ============ ============ ============ YEAR ENDED DECEMBER 31, 1998 Write-down for impairment: Groton Shopping Center Groton, Connecticut $ 1,860,~~000 ~~(A)~~ $ ~~- $ - $ - $ 1~~7,~~860~~240,000 ~~============ ============ ============ ============ ============ YEAR ENDED DECEMBER 31, 1997 Write-down for impairment: Groton Shopping Center Groton, Connecticut~~ $ 1790,~~860,000~~250 ~~(A)~~ $ ~~- $ - $ - $ 1~~84,~~860,000~~404 =========~~===~~ ============ ============ ============ ==========~~== Allowance for loan losses: Santa Ana Loan Santa Ana, California $ 1,547,830 (B) $ - $ - $ (1,547,830) (B) $ - ============ ============ ============ ============ ============~~

~~COSTS~~Gross ~~CAPITALIZED~~Amount ~~INITIAL~~at ~~COST~~Close TOof ~~SUBSEQUENT~~Period ~~TO PARTNERSHIP (1) ACQUISITION~~ ------------------------------- ------------------------------ Write-Down ~~BUILDINGS~~Buildings ~~AND~~and ~~CARRYING~~For ~~DESCRIPTION~~Accumulated ~~ENCUMBRANCES~~Land ~~LAND~~Improvements ~~IMPROVEMENTS~~Impairment ~~IMPROVEMENTS~~Total ~~COSTS~~Depreciation ------------- ------------- ------------- ------------- ------------- ~~LANDOVER~~Landover ~~MALL~~Mall ~~LANDOVER~~- Landover, ~~MARYLAND~~Maryland $ ~~- $~~ 640,000 $ 2,~~560~~644,~~000~~404 $(2,820,933) -$ 463,471 $ 84463,~~404~~471 ~~GROTON~~Groton ~~SHOPPING~~Shopping ~~CENTER~~Center, ~~GROTON~~Groton, ~~CONNECTICUT~~Connecticut - 1,820,000 45,~~680~~470,250 (1,860,000) ~~766~~5,~~548~~430,250 -941,867 ------------- ------------- ------------- ------------- ------------- ~~TOTAL~~Total $ ~~- $~~ 2,460,000 $ 78,~~240~~114,~~000~~654 $(4,680,933) ~~766~~$ 5,~~548~~893,721 $ 841,~~404~~405,338 ============= ============= ============= ============= ============= ~~GROSS~~(A) ~~AMOUNT~~RECONCILIATION ATOF ~~CLOSE~~REAL OFESTATE ~~PERIOD~~OWNED 2000 1999 1998 ------------ ------------ ------------~~-------------------------------~~ ~~BUILDINGS~~Balance ~~WRITE-DOWN~~at ~~AND~~beginning ~~FOR~~of ~~DESCRIPTION~~year ~~LAND~~$ ~~IMPROVEMENTS~~5,870,019 ~~IMPAIRMENT~~$ ~~TOTAL~~8,626,226 $10,082,162 Dispositions -- -- (1,500,000) Write down for impairment -- (2,820,933) --~~-----~~ Additions during year: Improvements 23,702 64,726 44,064 ------------- ------------- ------------- ~~LANDOVER~~Balance ~~MALL~~at ~~LANDOVER,~~end ~~MARYLAND~~of year $ ~~640~~5,~~000.00~~893,721 $2 5,~~644~~870,~~404.00~~019 $2 8,~~820~~626,~~933.00~~226 $=========== ~~463,471.00~~=========== ~~GROTON~~=========== ~~SHOPPING~~(B) ~~CENTER~~RECONCILIATION ~~GROTON,~~OF ~~CONNECTICUT~~ACCUMULATED DEPRECIATION Balance at beginning of year $ 1,~~820~~254,~~000~~705 5$ 1,~~446~~044,~~548~~721 (1$ 850,~~860~~088 Additions during year: Depreciation expense 150,~~000)~~633 5209,~~406~~984 209,~~548~~633 Dispositions -- --~~---------~~ (15,000) ------------- ------------- ------------- ~~TOTAL~~Balance $at ~~2,460,000~~end of year $ 81,~~090~~405,~~952~~338 $ 41,~~680~~254,~~933~~705 $ 51,~~870~~044,~~019~~721 ============= ============= ===========~~== =============~~

* Aggregate cost for income tax purposes is $10,574,654. 32 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Effective July 28,2000, the Registrant dismissed its prior Independent Auditors, Hays & Company (the "Prior Auditors"). Hays & Company's auditors' report on the balance sheets of the Registrant as of and for years ended December 31, 1999 and 1998, and the related statements of operations, partner's equity and cash flows for each of the three years in the period ended December 31, 1999, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. The decision to change Independent Auditors was approved by the Registrant's managing general partner's directors. During calendar year ended 1998 and 1999 and through July 28, 2000, there were no disagreements between the Registrant and the Prior Auditors on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure which disagreements if not resolved to the satisfaction of the Prior Auditors. Effective October 25, 2000, the Registrant engaged Imowitz Koenig & Co., LLP. as its Independent Auditors. The Registrant did not consult Imowitz Koenig & Co., LLP. regarding any of the matters or events set forth in Item 304(a)(2) of Regulation S-K prior to October 25, 2000. 33 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT Registrant has no officers or directors. The Administrative General Partner manages and controls substantially all of Registrant's affairs and has general responsibility and ultimate authority in all matters affecting its business. The officers and directors of the Associate General Partner and the Investment General Partner, in their respective capacities as such, do not devote any material amount of their business time and attention to Registrant's affairs. The names and positions held by the officers and directors of the Administrative General Partner at May 1, 2000 are described below. The officers and directors of the Associate General Partner and the Investment General Partner are the same as the officers and directors of the Administrative General Partner.

~~Year~~Position ~~ended~~Held ~~December~~with ~~31,~~the ~~---------------------------------------------------------~~Has ~~(A)~~Served ~~RECONCILIATION~~as OFa ~~REAL~~Director ~~ESTATE~~Name ~~OWNED~~Managing ~~1999~~General ~~1998~~Partner ~~1997~~or ~~------------~~Officer Since ----~~--------~~ ------------ ~~Balance at beginning of year $ 8,626,226 $ 10,082,162 $ 8,422,190 Dispositions~~ - ~~(1,500,000)~~ - ~~Write down for impairment (2,820,933)~~ - - --------~~----~~ ------------ ------------ ~~Additions~~Michael ~~during~~L. ~~year:~~Ashner ~~Building~~President -and Director 10-99 ~~1,200,000~~David ~~Land~~G. -King, -Jr. ~~300,000~~Vice ~~Improvements~~President ~~64,726~~11-97 ~~44,064~~Peter ~~159,972~~Braverman ~~------------~~Vice ~~------------~~President 10-~~-----------~~99 ~~Balance~~Lara atK. ~~end~~Sweeney ofVice ~~year~~President $and ~~5,870,019~~Secretary $10-99 ~~8,626,226~~Carolyn $Tiffany ~~10,082,162~~Vice ~~============~~President ~~============~~and ~~============~~Treasurer 10-99

Michael L. Ashner, age 48, has been the Chief Executive Officer of Winthrop Financial Associates, A Limited Partnership ("WFA") since January 15, 1996. From June 1994 until January 1996, Mr. Ashner was a Director, President and Co-chairman of National Property Investors, Inc., a real estate investment company "NPI"). Mr. Ashner was also a Director and executive officer of NPI Property Management Corporation ("NPI Management") from April 1984 until January 1996. In addition, since 1981 Mr. Ashner has been President of Exeter Capital Corporation, a firm that has organized and administered real estate limited partnerships. Mr. Ashner also currently serves as a Director of Interstate Hotels Corporation, Nexthealth Corp., Great Bay Hotel and Casino Inc., Burnham Pacific Properties, Inc. and NBTY, Inc. David G. King, Jr., 38, has been a Vice President and Assistant Treasurer of NorthStar Capital Investment Corp. since November 1997. He is also a Vice President of the General Partner. For more than the previous five years he was a Senior Vice President of Finance at Olympia & York Companies (USA). Peter Braverman, age 49, has been a Vice President of WFA since January 1996. From June 1995 until January 1996, Mr. Braverman was a Vice President of NPI and NPI Management. From June 1991 until March 1994, Mr. Braverman was President of the Braverman Group, a firm specializing in management consulting for the real estate and construction industries. From 1988 to 1991, Mr. Braverman was a Vice President and Assistant Secretary of Fischbach Corporation, a publicly traded, international real estate and construction firm. Lara K. Sweeney, age 28, has been a Senior Vice President of WFA since January 1996. Prior to joining WFA, Ms. Sweeney was an officer of NPI and NPI Management in the asset management and investor relations departments. 34 Carolyn Tiffany, age 34, has been employed with WFA since January 1993. From 1993 to September 1995, Ms. Tiffany was a Senior Analyst and Associate in WFA's accounting and asset management departments. From October 1995 to present Ms. Tiffany was a Vice President in the asset management and investor relations departments of WFA until December 1997, at which time she became the Chief Operating Officer of WFA. Each director and officer of the General Partner will hold office until the next annual meeting of stockholders of the General Partner and until his successor is elected and qualified. One or more of the above persons are also directors or officers of a general partner (or general partner of a general partner) of a number of limited partnerships which either have a class of securities registered pursuant to Section 12(g) of the Securities and Exchange Act of 1934, or are subject to the reporting requirements of Section 15(d) of such Act. There are no family relationships among the officers and directors of the General Partners. ITEM 11. EXECUTIVE COMPENSATION Registrant is not required to and did not pay remuneration to the executive officers and directors of the Administrative General Partner, the Investment General Partner or the former Associate General Partner. Certain officers and directors of the Investment General Partner and the Administrative General Partner receive compensation from Presidio or its affiliates (but not from Registrant) for services performed for various affiliated entities, which may include services performed for Registrant; however, the Administrative and Investment General Partners believe that any compensation attributable to services performed for Registrant is not material. See Item 13, "Certain Relationships and Related Transactions." ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (a) Security Ownership of Certain Beneficial Owners. Except as set forth below, no person or group is known by the Registrant to be the beneficial owner of more than 5% of the outstanding Units at March 1, 2001: Number of Name of Beneficial Owner Units owned % of Class ------------------------ ----------- ---------- Presidio Partnership II Corp.(1) 552,505 7.64% Presidio Capital Investment Company LLC 69,732 1.23% Presidio RPS Acquisition Corp.(1) 860,751 15.13% (1) The principal business address of Presidio Partnership II Corp., Presidio Capital Investment Company LLC and Presidio RPD Acquisition Corp., all of which are affiliates of the General Partners, is 527 Madison Avenue, New York, New York 10022. (b) Security Ownership of Management. Affiliates of Presidio own a total of 1,4982,988 Units representing approximately 26% of the total outstanding Units. Neither Presidio, the General Partners or their respective officers and directors own any Units. 35 (c) Changes in Control. There exists no arrangement known to the Registrant the operation of which may at a subsequent date result in a change in control of the Registrant. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS During Registrant's fiscal year ended December 31, 2000, the General Partners have earned or received compensation or payments for services from Registrant as follows:

~~Year~~NAME ~~ended~~OF ~~December~~RECIPIENT ~~31,~~CAPACITY IN WHICH SERVED COMPENSATION ----------------- ------------------------~~----------------~~ ~~(B) RECONCILIATION OF ACCUMULATED DEPRECIATION 1999 1998 1997~~ ------------ ~~------------~~Resources ~~------------~~Capital ~~Balance~~Corp. at(3) ~~beginning~~Administrative ofGeneral ~~year~~Partner $ 1437,~~044,721~~282 $(1) ~~850,088~~Resources $Pension ~~645,032~~Advisory ~~Additions~~Corp. ~~during~~(3) ~~year~~Investment ~~Depreciation~~General ~~expense~~Partner ~~209,984~~$ ~~209~~3,~~633~~103 ~~205,056 Dispositions -~~ (~~15,000~~2) -Presidio ~~------------~~AGP ~~------------~~Corp. ~~------------~~(3) ~~Balance~~Associate atGeneral ~~end~~Partner ~~of year~~ $ ~~1,254,705 $ 1,044,721 $ 850,088 ============ ============ ============~~--

(1) This amount represents a fee for managing affairs of Registrant. (2) This amount represents a fee for servicing the mortgage loan portfolio of Registrant. (3) Pursuant to Registrant's Partnership Agreement, for the year ended December 31, 2000, the General Partners were allocated taxable loss as follows: $57,198 to the Administrative General Partner and $583 to each of the Investment and Associate General Partners. 36 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) The following documents are filed as part of this report: (1) Financial Statements: See Item 8. (2) Financial Statement Schedules: See Item 8. (3) Exhibits: 3 Amended and Restated Certificate of Limited Partnership and Partnership Agreement, incorporated by reference to Exhibit A to Registrant's Prospectus dated May 15, 1986, filed pursuant to Rule 424(b) under the Securities Act of 1933 (File No. 33-3572). 10(a) Services Agreement incorporated by reference to Exhibit 10B to Registrant's Registration Statement (No. 33-3572). 10(b) Agreement with Associate General Partner incorporated by reference to Exhibit 10C to Registrant's Registration Statement (No. 33-3572). 10(c) Supervisory Management Agreement dated as of December 9, 1993 between Registrant and Resources Supervisory Management Corporation incorporated by reference to Registrant's Annual Report on Form 10-K for the year ended December 31, 1993. 10(d) Mortgage Note between M G Medford Limited Partnership and Tokyo Leasing (U.S.A.) Inc. dated as of April 22, 1993, purchased by Registrant on July 12, 1995. 10(e) Negotiable Promissory Note between DVL, Inc. and Registrant, dated February 28, 1997. 10(f) Loan agreement between Oliveye Hotel Limited Partnership and Registrant, dated October 31, 1997. 16. Letter dated July 31, 2000 from Hays & Company incorporated by reference to the Exhibit 16 to Registrant's Current Report on Form 8-K dated July 28, 2000) (b) Reports on Form 8-K filed during the last quarter of the fiscal year: A Current Report on Form 8-K was filed on October 25, 2000 with respect to the Registrant's change of accountants (Item 4). 37 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 30th day of March 2001. RESOURCES PENSION SHARES 5, L.P.

~~Name~~By: ofRESOURCES ~~Recipient~~CAPITAL ~~Capacity~~CORP. inAdministrative ~~Which~~General ~~Served~~Partner ~~Compensation~~By: ~~----------------------------------------------~~/s/ Michael L. Ashner March 30, 2001 ---------------------------~~--------------------~~ ~~--------------------------~~Michael ~~Resources Capital Corp~~L. ~~(3)~~Ashner ~~Administrative General Partner $ 412,757 (1) Resources Pension Advisory Corp. (3) Investment General Partner $ 31,170 (2) Presidio AGP Corp. (3) Associate General Partner $ -~~President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant in their capacities as directors and/or officers (with respect to the Administrative and Investment General Partners) on the date indicated below.

38 EXHIBIT INDEX

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