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
7826 Cooper Road 9, 1999, we commenced an exchange
Cincinnati, Ohio 45242 offering to issue up to 2,500,000 units
(513) 984-5001 (Telephone) of limited partnership interest in our
(513) 984-4550 (Fax) 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. Pursuant to a prospectus
supplement dated February 14, 2000, we
further extended the exchange offering
through February 25, 2000. We are now
extending the exchange offering through
March 10, 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 further
extended the expiration date through February 25, 2000. We have determined to
further extend the expiration date of the exchange offering through March 10,
2000 (subject to further extension). As of February 25, 2000, limited partners
holding 36,722.99 Exchange Partnership Units (or approximately 92.6% of the
total outstanding units) have responded. Limited partners holding 36,431.99
Exchange Partnership Units (or 91.8% of the total outstanding units) have
accepted the offering, and limited partners holding 291 units (or 7/10ths 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 25, 2000.
<PAGE>
SCHEDULE
<TABLE>
<CAPTION>
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. 1,910.00 95.50% -- --
Baron Strategic Investment Fund V, Ltd. 2,238.00 93.25% -- --
Baron Strategic Investment Fund VI, Ltd. 2,153.58 90.11% -- --
Baron Strategic Investment Fund VIII, Ltd. 2,360.00 98.33% -- --
Baron Strategic Investment Fund IX, Ltd. 2,364.00 98.50% -- --
Baron Strategic Investment Fund X, Ltd. 2,250.00 93.75% 50.00 2.08%
Baron Strategic Vulture Fund I, Ltd. 1,710.00 95.00% -- --
Brevard Mortgage Program, Ltd. 550.00 95.65% -- --
Central Florida Income Appreciation Fund, 2,040.99 97.19% -- --
Ltd.
Florida Capital Income Fund, Ltd. 1,534.00 95.04% -- --
Florida Capital Income Fund II, Ltd. 1,860.00 93.00% -- --
Florida Capital Income Fund III, Ltd. 1,318.00 82.38% 116.00 7.25%
Florida Capital Income Fund IV, Ltd. 3,420.00 93.96% -- --
Florida Income Advantage Fund I, Ltd. 788.00 83.83% -- --
Florida Income Appreciation Fund I, Ltd. 190.00 100.00% -- --
Florida Income Growth Fund V, Ltd. 1,952.00 84.87% 90.00 3.91%
Florida Opportunity Income Partners, Ltd. 800.00 100.00% -- --
GSU Stadium Student Apartments, Ltd. 1,862.10 100.00% -- --
Lamplight Court of Bellefontaine 600.00 85.71% -- --
Apartments, Ltd.
Midwest Income Growth Fund VI, Ltd. 560.00 93.33% -- --
Realty Opportunity Income Fund VIII, Ltd. 854.00 90.47% 5.00 .53%
--------- ------ ------ ----
Total 36,431.99 91.84% 291.00 .70%
</TABLE>
