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
7826 Cooper Road November 9, 1999, we commenced an
Cincinnati, Ohio 45242 exchange offering to issue up to
(513) 984-5001 (Telephone) 2,500,000 units of limited
(513) 984-4550 (Fax) partnership interest in our company
in 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. Pursuant to a prospectus
supplement dated January 31, 2000,
we extended the exchange offering
from January 31, 2000 through
February 14, 2000. We are now
extending the exchange offering
through February 25, 2000.
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. On that date, we extended the
expiration date of the exchange offering through February 14, 2000. We have
determined to further extend the expiration date of the exchange offering
through February 25, 2000 (subject to further extension). As of February 14,
2000, limited partners holding 34,438.99 Exchange Partnership Units (or
approximately 86.8% of the total outstanding units) have responded. Limited
partners holding 34,197.99 Exchange Partnership Units (or 86.2% of the total
outstanding units) have accepted the offering, and limited partners holding 241
units (or 6/10ths of 1% of the total outstanding units) have declined the
offering.
Listed on the attached schedule is a breakdown of the results of the exchange
offering as of the date of this Prospectus Supplement for each of the Exchange
Partnerships. 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 February 14, 2000.
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE
No. of Units Percentage of No. of Units Percentage of
Accepting the Outstanding Declining the Outstanding
Name of Exchange Partnership Exchange Offering Units Exchange Offering Units
- ---------------------------- ----------------- ----- ----------------- -----
<S> <C> <C> <C> <C>
Baron Strategic Investment Fund, Ltd. 1,517.32 63.22% 30.00 1.25%
Baron Strategic Investment Fund II, Ltd. 1,600.00 100.00% -- --
Baron Strategic Investment Fund IV, Ltd. 1,736.00 86.80% -- --
Baron Strategic Investment Fund V, Ltd. 2,114.00 88.08% -- --
Baron Strategic Investment Fund VI, Ltd. 2,153.58 90.11% -- --
Baron Strategic Investment Fund VIII, 2,294.00 95.58% -- --
Ltd.
Baron Strategic Investment Fund IX, Ltd. 2,364.00 98.50% -- --
Baron Strategic Investment Fund X, Ltd. 2,207.00 91.96% 50.00 2.08%
Baron Strategic Vulture Fund I, Ltd. 1,710.00 95.00% -- --
Brevard Mortgage Program, Ltd. 545.00 94.78% -- --
Central Florida Income Appreciation 1,939.99 92.38% -- --
Fund, Ltd.
Florida Capital Income Fund, Ltd. 1,534.00 95.04% -- --
Florida Capital Income Fund II, Ltd. 810.00 90.50% -- --
Florida Capital Income Fund III, Ltd. 1,318.00 82.38% 116.00 7.25%
Florida Capital Income Fund IV, Ltd. 3,380.00 92.86% -- --
Florida Income Advantage Fund I, Ltd. 803.00 85.43% -- --
Florida Income Appreciation Fund I, Ltd. 190.00 100.00% -- --
Florida Income Growth Fund V, Ltd. 1,961.00 85.26% 40.00 1.74%
Florida Opportunity Income Partners, 765.00 95.63% -- --
Ltd.
GSU Stadium Student Apartments, Ltd. 1,362.10 73.15% -- --
Lamplight Court of Bellefontaine 525.00 75.00% -- --
Apartments, Ltd.
Midwest Income Growth Fund VI, Ltd. 560.00 93.33% -- --
Realty Opportunity Income Fund VIII, Ltd. 809.00 85.70% 5.00 .53%
------ ------ ---- ----
Total 34,197.99 86.21% 241.00 .60%
</TABLE>
