Filed Pursuant to Rule 424(b)(3)
Registration No. 333-55753
SUPPLEMENT TO THE PROSPECTUS DATED NOVEMBER 9, 1999
BARON CAPITAL PROPERTIES, L.P.
2,500,000 UNITS OF LIMITED PARTNERSHIP INTEREST
Baron Capital Properties, L.P. Pursuant to a Prospectus dated November 9,
7826 Cooper Road 1999, we commenced an exchange offering to
Cincinnati, Ohio 45242 issue up to 2,500,000 units of limited
(513) 984-5001 (Telephone) partnership interest in our company in
(513) 984-4550 (Fax) exchange for units of limited partnership
interest ("Exchange Partnership Units") owned
by individual partners in 23 limited
partnerships (the "Exchange Partnerships")
which directly or indirectly own equity
and/or subordinated mortgage interests in one
or more residential apartment properties.
SEE "RISK FACTORS" IN THE PROSPECTUS BEGINNING ON PAGES 31 THROUGH 35 AND PAGES
48 THROUGH 68, RESPECTIVELY, FOR A DISCUSSION OF CERTAIN MATERIAL FACTORS WHICH
SHOULD BE CONSIDERED IN CONNECTION WITH THE EXCHANGE OFFERING AND THE OWNERSHIP
OF UNITS OF LIMITED PARTNERSHIP INTEREST IN BARON CAPITAL PROPERTIES, L.P. AND
COMMON SHARES IN BARON CAPITAL TRUST, INTO WHICH SUCH UNITS ARE EXCHANGEABLE.
The exchange offering commenced on November 23, 1999. It was originally
scheduled to expire on January 31, 2000. We have determined to extend the
expiration date of the exchange offering to February 14, 2000 (subject to
further extension). As of January 28, 2000, limited partners holding 31,458.43
Exchange Partnership Units (or 79.3% of the total outstanding units) have
responded. Limited partners holding 31,217.43 Exchange Partnership Units (or
78.7%) have accepted the offering, and limited partners holding 241.00 units (or
6/10ths of 1%) have declined the offering. We will not complete the exchange
offering in respect of any particular Exchange Partnership unless limited
partners holding at least 90% of the units of limited partnership interest in
that partnership affirmatively elect to accept the offering.
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THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES COMMISSIONS HAVE NOT
APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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This prospectus supplement does not constitute an offer to exchange or a
solicitation of an offer to exchange any of the Exchange Partnership Units. The
exchange offering will only be made by delivery of the prospectus dated November
9, 1999 when accompanied by this prospectus supplement.
We electronically file documents such as annual and quarterly securities reports
with the Securities and Exchange Commission. You may obtain these documents, as
well as other information we file electronically, by visiting the Commission's
website at http://www.sec.gov.
The date of this prospectus supplement is January 31, 2000.
