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Baron Capital Properties LP · 10QSB · For 3/31/02

Filed On 5/15/02 · SEC File 333-35063-01 · Accession Number 891554-2-3368

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 5/15/02  Baron Capital Properties LP       10QSB       3/31/02    1:22                                     Document Tech Inc/FA

Quarterly Report -- Small Business · Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       Quarterly Report                                      22     91K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Changes in Securities and Use of Proceeds Defaults upon Senior Securities Exhibits and Reports on Form 8-K Financial Statements Legal Proceedings Management's Discussion and Analysis or Plan of Operation Other Information Submission of Matters to a Vote of Security Holders
1	1st Page
2	Item 1. Financial Statements
11	Item 2. Management's Discussion and Analysis or Plan of Operation
21	Item 1. Legal Proceedings
"	Item 2. Changes in Securities and Use of Proceeds
"	Item 3. Defaults upon Senior Securities
"	Item 4. Submission of Matters to a Vote of Security Holders
"	Item 5. Other Information
"	Item 6. Exhibits and Reports on Form 8-K

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 Form 10-QSB

(Mark One)                                                          

  |X|      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

             For the quarterly period ended March 31, 2002

   |_|      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

                        For the transition period ended __________to____________

Commission file number 333-55753

Baron Capital Properties, L.P.

 (Exact name of small business issuer as specified in its charter)

Delaware                                     31-1584691 

(State or other jurisdiction                        (IRS Employer         
of incorporation or organization)                    Identification No.)        

 3570 U.S. Highway 98 North, Lakeland, Florida 33809

(Address of principal executive offices)

(863) 853-2882
 (Issuer's telephone number)

Check whether the Issuer (1) filed all reports required to be filed by Section  
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter  
period that the Registrant was required to file such reports), and (2) has been 
subject to such filing requirements for the past 90 days.                       

Yes  |X|    No |_|                                            

As of the date of this Report, the Registrant has outstanding 4,059,217 units of
limited partnership interest ("Operating Partnership Units" or "Units").        

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements                                                    

See following pages.                                                

2 

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BARON CAPITAL PROPERTIES, L.P.

 CONSOLIDATED CONDENSED BALANCE SHEETS

                                                        [Enlarge/Download Table]

                                                                             March 31,    December 31, 
                                                                               2002           2001     
                                                                           ------------   ------------ 
                                                                            (Unaudited)                
                                                                                                       
                                       ASSETS                                                          
Rental Apartments:                                                                                     
   Land                                                                    $  4,986,900   $  4,986,900 
   Rental property held for sale                                              3,144,766      3,171,564 
   Depreciable property                                                      23,968,683     23,968,683 
                                                                           ------------   ------------ 
                                                                             32,100,349     32,127,147 
   Less accumulated depreciation                                              3,465,427      3,228,396 
                                                                           ------------   ------------ 
                                                                             28,634,922     28,898,751 

Cash and Cash Equivalents                                                     1,050,253      1,426,375 
Restricted Cash                                                                 471,884        330,279 
Receivables from Affiliates                                                   6,467,153      6,430,940 
Other Property and Equipment                                                    102,840        106,321 
Other Assets                                                                    745,302        875,673 
                                                                           ------------   ------------ 
                                                                           $ 37,472,354   $ 38,068,339 
                                                                           ============   ============ 

                         LIABILITIES AND PARTNERS' CAPITAL                                             
Liabilities:                                                                                           
   Mortgages payable                                                       $ 23,067,380   $ 23,161,025 
   Accounts payable and accrued liabilities                                     532,205        948,224 
   Notes payable                                                              1,881,490      1,852,136 
   Payables to affiliates                                                     1,175,822      1,173,240 
   Security deposits                                                            232,736        221,911 
                                                                           ------------   ------------ 
         Total liabilities                                                   26,889,633     27,356,536 
                                                                           ------------   ------------ 

Partners' Capital:                                                                                     
   General partner; issued and outstanding, 39,488 partnership units            (68,539)       (67,248)
   Limited partners; issued and outstanding, 4,059,217 partnership units,                              
      of which 757,746 units are subject to escrow restrictions              10,651,260     10,779,051 
                                                                           ------------   ------------ 
         Total partners' capital                                             10,582,721     10,711,803 
                                                                           ------------   ------------ 
                                                                           $ 37,472,354   $ 38,068,339 
                                                                           ============   ============ 

See notes to consolidated condensed financial statements. 

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BARON CAPITAL PROPERTIES, L.P.

 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

 (UNAUDITED)

                                                   Quarter Ended
                                                   March 31,
                                                  2002            2001
                                                  ------------    ------------
Revenues:                                                                       
  Property rental income                          $  1,362,470    $  1,569,482
  Interest and other income                            399,208         251,866
                                                  ------------    ------------
                                                     1,761,678       1,821,348

Real Estate Expenses:                                                           
  Depreciation                                         263,828         299,244
  Amortization of loan costs                            23,409          18,205
  Interest                                             464,107         522,692
  Repairs and maintenance                              224,584         165,380
  Personnel                                            178,843         208,207
  Property taxes                                       114,780         140,977
  Property insurance                                    39,285          30,155
  Utilities                                            103,430         153,459
  Other                                                 99,682          27,291
                                                  ------------    ------------
                                                     1,511,948       1,565,610

Administrative Expenses:                                                        
  Personnel, including officer's compensation          124,590         155,290
  Professional services                                 46,570          66,083
  Other                                                242,774         105,972
                                                  ------------    ------------
                                                       413,934         327,345

Loss Before Other Expenses and Extraordinary Item      (164,204)        (71,607)
                                                  ------------    ------------

Other Income (Expenses):                                                        
  Recovery of loan losses                               35,122              --
   Mortgage prepayment penalties                             --        (534,075)
   Write-off of loan costs on refinanced loans               --        (148,230)
                                                  ------------    ------------
                                                         35,122        (682,305)

Net Loss                                           $   (129,082)   $   (753,912)
                                                  ============    ============

Net Loss Per Partnership Unit - Basic and Diluted  $      (0.03)   $      (0.20)
                                                  ============    ============

Weighted Average Number of Units Outstanding          4,098,705       3,795,435 
                                                  ============    ============

See notes to consolidated condensed financial statements. 

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BARON CAPITAL PROPERTIES, L.P.

 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
 (UNAUDITED)

                                                        [Enlarge/Download Table]

                                                                                      Quarter Ended        
                                                                                        March 31,          
                                                                                  2002            2001     
                                                                              ------------    ------------ 
                                                                                                           
Cash Flows from Operating Activities:                                                                      
   Net loss                                                                   $   (129,082)   $   (753,912)
   Adjustments to reconcile net loss to net cash and                                                       
      cash equivalents used in operating activities:                                                       
         Depreciation                                                              263,828         307,743 
         Amortization of loan costs                                                 23,409          18,205 
         Recovery of loan losses                                                   (35,122)             -- 
         Write-off of loan costs on refinanced mortgages                                --         148,230 
         Changes in operating assets and liabilities:                                                      
            (Increase) decrease in operating assets:                                                       
               Other assets                                                        106,962         132,106 
            Increase (decrease) in operating liabilities:                                                  
               Accounts payable and accrued liabilities                           (416,019)       (401,119)
               Accrued interest on related party debt                               29,354              -- 
               Security deposits                                                    10,825           5,970 
                                                                              ------------    ------------ 
                  Net cash and cash equivalents used in operating activities      (145,845)       (542,777)
                                                                              ------------    ------------ 

Cash Flows from Investing Activities:                                                                      
   Purchases of other property and equipment                                         3,481              -- 
   Increase in restricted cash                                                    (141,604)        (63,148)
                                                                              ------------    ------------ 
                  Net cash and cash equivalents used in investing activities      (138,123)        (63,148)
                                                                              ------------    ------------ 

Cash Flows from Financing Activities:                                                                      
   Proceeds from mortgage refinancings                                                  --       2,166,237 
   Payments on mortgages payable                                                   (93,645)       (107,799)
   Payment on notes payable                                                             --        (396,026)
   Increase in loans payable to affiliates, net                                      1,491        (587,941)
                                                                              ------------    ------------ 
                  Net cash and cash equivalents (used in) provided                                         
                     by financing activities                                       (92,154)      1,074,471 
                                                                              ------------    ------------ 

Net Increase (Decrease) in Cash and Cash Equivalents                              (376,122)        468,546 

Cash and Cash Equivalents, Beginning                                             1,426,375          20,823 
                                                                              ------------    ------------ 

Cash and Cash Equivalents, Ending                                             $  1,050,253    $    489,369 
                                                                              ============    ============ 

Supplemental Disclosure of Cash Flow Information:                                                          
   Cash paid for mortgage and other interest                                  $    464,107    $    522,692 
                                                                              ============    ============ 

See notes to consolidated condensed financial statements. 

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BARON CAPITAL PROPERTIES, L.P.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                              

Basis of Presentation                                               

          The unaudited consolidated condensed balance sheet as of March 31,
            2002, and the related unaudited consolidated condensed statements of
           operations and cash flows for the three months ended March 31, 2002
        and 2001, and the unaudited consolidated condensed statements of
        partners' capital for the three months ended March 31, 2002 have
           been prepared by the Partnership. In the opinion of management, all
         adjustments (which include reclassifications and normal recurring
        adjustments) necessary to present fairly the financial position,
          results of operations and cash flows at March 31, 2002 and for the
            periods presented, have been made. The results of operations for the
           three months ended March 31, 2002 are not necessarily indicative of
the operating results for the full year.                

         Certain information and footnote disclosures normally included in
      the financial statements prepared in accordance with generally
            accepted accounting principles have been condensed or omitted. It is
         suggested that these consolidated financial statements be read in
         conjunction with the Partnership's financial statements and notes
       thereto included in its December 31, 2001 Annual Report on Form
10-KSB.                                                 

Organization                                                        

           Baron Capital Properties, L.P. (the "Partnership" or the "Operating
       Partnership"), a Delaware limited partnership, is the operating
       partner of Baron Capital Trust (the "Trust"). Together with the
          Trust, the Partnership constitutes a real estate company which has
         been organized to indirectly acquire equity interests in existing
            residential apartment properties located in the United States and to
            provide or acquire debt financing secured by mortgages on such types
            of property. The Partnership with the Trust intends to acquire, own,
        operate, manage and improve residential apartment properties for
     long-term ownership, and thereby seek to maximize current and
long-term income and the value of its assets.           

      The accompanying consolidated financial statements include the
          accounts of the Partnership and 25 controlled limited partnerships
          that at March 31, 2002 had an indirect equity and/or debt interest
in 27 apartment communities.                            

        All significant intercompany transactions and balances have been
eliminated in consolidation.                            

           Holders of units of limited partnership interest in the Partnership
            ("Units") (other than the Trust) have the right to exchange all or a
            portion of their Units into an equivalent number of Common Shares of
          beneficial interest in the Trust. The Trust, as General Partner of
        the Partnership, is authorized to cause the Partnership to issue
           additional limited partnership interests in the Partnership for any
          purpose of the Partnership at any time to such persons and on such
          terms and conditions as may be determined by the Trust in its sole
            and absolute discretion. Since Units are exchangeable by Unitholders
            into an equivalent number of Common Shares of the Trust, the maximum
           number of Units that may be issued by the Partnership is limited to
          the number of authorized shares of the Trust, which is 25,000,000,
         less shares issued by the Trust directly, excluding Common Shares
issued in exchanges of Units for Common Shares.         

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BARON CAPITAL PROPERTIES, L.P.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)                  

Organization (Continued)                                            

          The Partnership commenced operations on February 3, 1998, at which
time it received an initial limited partnership capital 
contribution.                                           

NOTE 2. ADOPTION OF ACCOUNTING PRONOUNCEMENTS                                   

          In August 2001, the FASB issued Statement No. 144, "Accounting for
          the Impairment or Disposal of Long-Lived Assets" (SFAS 144), which
          addresses financial accounting and reporting for the impairment or
        disposal of long-lived assets. SFAS 144 supersedes Statement No.
        121, "Accounting for the Impairment of Long-Lived Assets and for
    Long-Lived Assets to Be Disposed Of", and the accounting and
          reporting provisions of APB Opinion No. 30, "Reporting the Results
           of Operations - Reporting the Effects of Disposal of a Segment of a
       Business, and Extraordinary, Unusual and Infrequently Occurring
    Events and Transactions", for the disposal of a segment of a
       business. SFAS 144 retains the requirement in Opinion No. 30 to
            report separately discontinued operations and extends that reporting
          to a component of an entity that either has been disposed of or is
           classified as held for sale. The Partnership adopted the provisions
          of SFAS 144 for the quarter ending March 31, 2002. The adoption of
            SFAS 144 did not have a material effect on the financial position or
results of operations of the Partnership.               

            In July 2001, the FASB issued SFAS No. 141, "Business Combinations",
      and SFAS No. 142, "Goodwill and Other Intangible Assets" which
      replace Accounting Principles Board Opinion Nos. 16, "Business
         Combinations" and 17, "Intangible Assets", respectively. SFAS No.
           141 requires that the purchase method of accounting be used for all
         business combinations initiated after June 30, 2001, and that the
          use of the pooling-of-interests method be prohibited. SFAS No. 142
          changes the accounting for goodwill from an amortization method to
      an impairment-only method. Amortization of goodwill, including
        goodwill recorded in past business combinations, will cease upon
          adoption of SFAS No. 142. The Partnership adopted SFAS 141 and 142
         on January 1, 2002. After December 31, 2001, goodwill can only be
            written down upon impairment discovered during annual tests for fair
       value, or discovered during tests taken when certain triggering
     events occur. The adoption of SFAS 141 and 142 did not have a
          material effect on the financial position or results of operations
of the Partnership.                                     

NOTE 3. COMMITMENTS AND CONTINGENCIES                                           

Contracts to Purchase Additional Properties                         

         In September 1998, the Trust entered into an agreement with three
        real estate development companies (Brentwood at Southgate, Ltd.,
            Burlington Residential, Ltd. and The Shoppes at Burlington, Ltd.) to
        acquire, at the Trust's option, two luxury residential apartment
  properties in the development stage upon the completion of
     construction. The three development companies were previously
        controlled by Gregory K. McGrath, a founder and the former Chief
Executive                                               

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BARON CAPITAL PROPERTIES, L.P.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOTE 3. COMMITMENTS AND CONTINGENCIES (Continued                                

Contracts to Purchase Additional Properties (Continued              

            Officer of the Trust. In September 2001, Mr. McGrath assigned all of
          the outstanding partnership interests in the three partnerships to
           Sigma Renaissance Corporation, a Michigan corporation controlled by
         Jerome S. Rydell, a member of the Board of Trustees of the Trust.
            One of the residential apartment properties has been sold to a third
          party with the Trust's consent. The remaining residential property
            (the "Burgundy Hills Property"), located in Florence, Kentucky (part
          of the Cincinnati metropolitan area), is scheduled to have a total
        of 396 units, comprised of one, two and three bedroom/one or two
           bathroom apartments. Due to events described below, the anticipated
            date of completion of construction of the Burgundy Hills Property is
currently uncertain.                                    

         In connection with the transaction, the Trust obtained a right of
  first negotiation to purchase the property from its owner,
          Burlington Residential, Ltd., upon completion and a right of first
       refusal to purchase the property on the same terms offered by a
       third party. The purchase price is expected to be approximately
          $30,000,000. It is contemplated that a significant portion of that
           amount would be covered by first mortgage financing. At the current
       time the Trust does not have adequate resources to close on the
    transaction even if it were interested in doing so and it is
            uncertain whether the Trust will have adequate resources to complete
        the transaction upon completion of construction. In addition, as
       described below, because the owner of the first mortgage on the
          property has assumed control of the management of the Borrower and
          the development of the property, the exercisability of the Trust's
rights is currently uncertain.                          

     In connection with the transaction, the Trust (along with Mr.
McGrath) agreed to co-guarantee long-term first mortgage
       construction financing provided by KeyBank National Association
           ("KeyBank") to Burlington Residential, Ltd. ("Borrower"), the owner
of the Burgundy Hills Property. As of February 14, 2002,
          approximately $6,478,000 of the first mortgage loan had been drawn
       down. The interest rate on the first mortgage loan is KeyBank's
         prime rate (currently 4.75%) or the LIBOR rate plus 2%. The Trust
   also agreed that, if the Borrower failed to comply with the
         repayment and other obligations under the loan documents, KeyBank
            could require the Trust to buy out the bank's position on the entire
amount of the loan.                                     

            In September 2000, the Trust received notice from counsel to KeyBank
      that the Borrower had defaulted on its loan for failure to pay
     current interest due and meet certain equity requirements and
            covenants under the loan agreement, adverse changes in the financial
            conditions of the Borrower and the Trust, and the Trust's failure to
   meet certain tangible net worth tests set forth in the loan
         agreements. KeyBank indicated that it was exercising its right to
        accelerate the loan. According to Mr. McGrath, KeyBank agreed to
    forego further action for at least 60 days while the parties
            attempted to reach an arrangement. The extension expired in November
            2000 and, according to Mr. McGrath, has been extended on a month-to-
            month basis. The Borrower paid down the outstanding accrued interest
          and a portion of the principal and intends to seek a new long-term
          construction facility with another institutional lender to replace
     the first mortgage loan (and the other subordinated financing
            described below). There can be no assurance that such financing will
be available on satisfactory terms.                     

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BARON CAPITAL PROPERTIES, L.P.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOTE 3. COMMITMENTS AND CONTINGENCIES (Continued                                

Contracts to Purchase Additional Properties (Continued              

    In December 2000, an affiliate of BankOne acquired KeyBank's
       position in the Burgundy Hills first mortgage loan. The loan is
        subject to the same terms and conditions as that of the original
            KeyBank loan. Earlier, the BankOne affiliate had provided additional
            institutional financing in the principal amount of $1,576,000 to the
            Borrower. That loan is secured by a security interest in partnership
          interests in the Borrower. Due to a default in payment of interest
        due, the BankOne affiliate was assigned rental payments from the
          Burgundy Hills Property and took over day-to-day management of the
property.                                               

            The BankOne affiliate recently sold the two loans to Burgundy-Boone,
    LLC, an Illinois limited liability company, according to the
           latter's counsel. According to its counsel, Burgundy-Boone, LLC has
            assumed control of management of the Borrower and of the development
          of the Burgundy Hills Property and has foreclosed on the property.
         The Trust has not been able to verify whether Burgundy-Boone, LLC
has foreclosed on the property.                         

           The Trust, as guarantor of the first mortgage loan, currently has a
        contingent liability for its full outstanding amount. Due to the
       uncertainty as to the status of the first mortgage loan and the
           actions and intentions of Burgundy-Boone, LLC, the Trust's exposure
on the guaranty is currently uncertain.                 

         According to its principal, in December 2001 Century Construction
          Inc., the general contractor which performed construction services
        on the Burgundy Hills Property and held a mechanic's lien on the
       property in the amount of approximately $1,300,000, settled its
          claims with Burgundy-Boone, LLC, acting on behalf of the Borrower.
           Burgundy-Boone, LLC has completed construction on the last building
in the first phase of the development.                  

Pending Litigation                                                  

          The Partnership is a party to various legal actions resulting from
          its operating activities. These actions are routine litigation and
    administrative proceedings arising in the ordinary course of
            business, some of which are covered by liability insurance, and none
      of which are expected to have a material adverse effect on the
        consolidated financial condition or results of operations of the
Partnership taken as a whole.                           

NOTE 4. NET LOSS PER PARTNERSHIP UNIT                                           

           The Partnership computes per unit data in accordance with Statement
           of Financial Accounting Standards No. 128 (SFAS 128), "Earnings Per
        Share". SFAS 128 requires dual presentation of basic and diluted
earnings per share on the face of the income statement. 

       Basic net loss per unit equals net loss divided by the weighted
       average units outstanding during the period. The computation of
            diluted net loss per unit that includes dilutive limited partnership
          unit equivalents in the weighted average units outstanding has not
         been presented, as it is anti-dilutive for the three months ended
March 31, 2002 and 2001.                                

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BARON CAPITAL PROPERTIES, L.P.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOTE 4. NET LOSS PER PARTNERSHIP UNIT (Continued)                               

         The components used in calculating basic net loss per unit are as
follows:                                                

                                  Net           Weighted        Loss
                                    Loss        Average Units   Per Unit
For the three months ended March 31:                                            
2002                                $(129,082)     4,098,705     $(0.03)  
                                  ========      =========      =====
2001                                $(753,912)     3,795,435     $(0.20)  
                                  ========      =========      =====

NOTE 5. CERTAIN TRANSACTIONS                                                    

         In February 2002, the Board of Trustees of the Trust received the
            preliminary findings of a report prepared by an independent auditing
            firm in which the firm opined that certain transactions of the Trust
   and the Operating Partnership (including the Alexandria and
        Riverwalk property investments) entered into by prior management
     involved improper conduct. The Board has used the preliminary
            findings for discussions with the former Managing Shareholder of the
           Trust concerning the transactions and to investigate the rights and
            obligations of the Trust and the Operating Partnership in connection
       therewith. The ultimate results of the preliminary findings and
            discussions will be reported at such time as they become definitive.

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Item 2. Management's Discussion and Analysis or Plan of Operation               

     The following discussion should be read in conjunction with the Operating
   Partnership's Consolidated Financial Statements and Notes thereto. (See
ITEM 1 - FINANCIAL STATEMENTS.)                                     

Forward-looking Statements                                          

    This Management's Discussion and Analysis or Plan of Operation and other
     sections of this Report contain certain forward-looking statements within
      the meaning of the Securities Litigation Reform Act of 1995 that are based
  on current expectations, estimates and projections about the Operating
Partnership's business, management's beliefs and assumptions made by
   management. Words such as "expects", "anticipates", "intends", "plans",
      "believes", "seeks", "estimates", and variations of such words and similar
 expressions are intended to identify such forward-looking statements.
 These statements are not guarantees of future performance and involve
certain risks, uncertainties and assumptions that are difficult to  
      predict. Therefore, actual outcomes and results may differ materially from
     what is expressed or forecasted in such forward-looking statements due to
numerous factors, including, but not limited to those discussed in  
 Management's Discussion and Analysis or Plan of Operation, as well as
 those discussed elsewhere in this Report and from time to time in the
    Operating Partnership's other Securities and Exchange Commission filings
  and reports. In addition, such statements could be affected by general
domestic and international economic conditions. The forward-looking 
  statements contained in this report speak only as of the date on which
they are made, and the Operating Partnership does not undertake any 
   obligation to update any forward-looking statement to reflect events or
     circumstances after the date of this Report. If the Operating Partnership
    does update one or more forward-looking statements, investors and others
   should not conclude that the Operating Partnership will make additional
 updates with respect thereto or with respect to other forward-looking
statements.                                                         

Results of Operations                                               

     The Operating Partnership commenced operations in the first half of 1998.
 The Operating Partnership and its affiliate, Baron Capital Trust (the
     "Trust"), a Delaware business trust, constitute an affiliated real estate
company which has been organized to acquire equity interests in     
residential apartment properties located in the United States and to
    provide or acquire mortgage loans secured by such types of property. The
    Operating Partnership conducts all of the Trust's real estate operations
and holds all direct or indirect property interests acquired.       

    The Trust is the sole general partner of the Operating Partnership, and,
in such capacity, the Trust controls the activities of the Operating
      Partnership. The Trust has elected to be taxed as a real estate investment
trust for federal income tax purposes.                              

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  As described below in this Report, in May 1998, the Trust commenced an
offering (the "Cash Offering") of up to 2,500,000 common shares of  
     beneficial interest ("Common Shares") in the Trust at a purchase price of
     $10.00 per share (maximum proceeds of $25,000,000). In the Cash Offering,
      which expired on May 31, 2000, the Trust sold 702,076 Common Shares for an
      aggregate purchase price of $7,020,763. The Trust contributed the net cash
     proceeds from the sale of Common Shares in the Cash Offering ($5,467,858)
      to the Operating Partnership in exchange for an equivalent number of units
      ("Units" or "Operating Partnership Units") of limited partnership interest
in the Operating Partnership.                                       

      As of March 31, 2002, the Trust owned 978,747 Operating Partnership Units,
    representing approximately 24% of the then outstanding Units. Such Units
are comprised of the Units acquired by the Trust from the Operating 
     Partnership with the net proceeds of the Cash Offering and the Units that
      holders of Units have elected to exchange into Common Shares in the manner
     described below. Since the Units held by the Trust comprise substantially
all of its assets, the operating results of the Trust are primarily 
dependent upon the operating results of the Operating Partnership.  

Through the Operating Partnership, the Trust has acquired all or    
  substantially all the beneficial interests in 16 residential apartment
      properties, including the Heatherwood I Apartments (67 studio, one bedroom
      and two bedroom units located in Kissimmee, Florida) in June 1998; Crystal
     Court II Apartments (80 studio, one bedroom and two bedroom units located
    in Lakeland, Florida) in July 1998; Riverwalk Apartments (50 two bedroom
      units located in New Smyrna, Florida) in September 1998; and 13 properties
      acquired as part of the Exchange Offering in April 2000 (described below).
In the Exchange Offering, the Operating Partnership also acquired   
subordinated mortgage and other debt interests in 10 properties.    

  In July 1998, the Operating Partnership also acquired a small minority
    limited partnership interest in 13 real estate limited partnerships then
   managed by affiliates of Gregory K. McGrath (a founder and former Chief
    Executive Officer of the Trust and the Operating Partnership), including
   certain of the Exchange Partnerships which participated in the Exchange
     Offering and are now controlled and managed by the Operating Partnership.

During 1998 and 1999, the Operating Partnership also acquired a 40% 
limited partnership interest in Alexandria Development, L.P. (the   
"Alexandria Partnership"), a Delaware limited partnership which owns
 Alexandria Apartments, a 168-unit residential apartment property (the
   "Alexandria Property") under development in Alexandria, Kentucky. As of
   March 31, 2002, 112 of the 168 planned residential units (approximately
   67%) had been completed and were in the rent-up stage. Of the completed
units, 72 units had been rented as of March 31, 2002. The aggregate 
      purchase price of the Operating Partnership's interest was $1,285,000, and
it received an option to acquire the remaining limited partnership  
  interests at the same price per percentage interest (for an additional
      option exercise price of approximately $1,950,000). The purchase price was
based on an independent appraisal of the                            

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      property less all liabilities, and was approved by the Board of the Trust.
    During 2000, the Operating Partnership purchased no additional units and
the option expired in October 2000.                                 

An affiliate of Mr. McGrath previously controlled the Alexandria    
Partnership. It sold the 40% limited partnership interest in the    
   Alexandria Partnership to the Operating Partnership. In September 2001,
  Mr. McGrath's affiliate assigned the remaining 60% limited partnership
      interest in the Alexandria Partnership to Sigma Renaissance Corporation (a
      Michigan corporation controlled by Jerome S. Rydell, a member of the Board
     of Trustees of the Trust), which also became the managing general partner
of the Alexandria Partnership.                                      

      In early May 2001, MarCap Corporation filed an action in the United States
    District Court for the Northern District of Illinois against WaKul, Inc.
      (a telecommunications company controlled by Mr. McGrath), Mr. McGrath, and
 the Alexandria Partnership, among other parties, seeking repayment of
approximately $407,000 of indebtedness (plus unspecified interest,  
     attorney's fees and collection costs) under a telecommunication equipment
leasing agreement. Certain of the equipment was installed at the    
    Alexandria Property. The Alexandria Partnership guaranteed WaKul, Inc.'s
lease payments under the leasing agreement. The telecommunication   
    equipment installed on the property is not essential to the operation of
the property.                                                       

The Alexandria Property is subject to first mortgage construction   
financing with a principal balance as of December 31, 2001 of       
     approximately $8,525,000. The first mortgage is held by Fifth Third Bank.
   The Alexandria Partnership defaulted on the first mortgage construction
   loan when it matured in December 2000, and the lender has exercised its
 right to accelerate payment of the loan. In December 2001, a Kentucky
court appointed a receiver to manage the property. The construction 
  contractor is also owed approximately $890,000 for construction costs,
penalties and interest. Sigma Renaissance Corporation, acting as the
   managing general partner of the Alexandria Partnership, recently caused
   the partnership to file for bankruptcy protection. The lender, however,
      was successful in lifting the automatic stay in the bankruptcy proceeding.
   As a result, it is currently anticipated that the bankruptcy proceeding
    will be dismissed and that the lender will begin foreclosure proceedings
on the property.                                                    

 In 2000, the Operating Partnership reduced to zero on its records the
     value of its investment in the Alexandria Partnership due to the defaults
    on indebtedness, recurring losses incurred by the Alexandria Property, a
      partners' deficiency, and an updated appraisal that valued the property at
an amount less than the total liabilities owed.                     

  In September 1998, the Trust entered into an agreement with three real
  estate development companies (Brentwood at Southgate, Ltd., Burlington
     Residential, Ltd. and The Shoppes at Burlington, Ltd.) to acquire, at the
Trust's option, two luxury residential apartment properties in the  
development stage upon the completion of construction. The three    
development companies were previously controlled by Mr.             

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   McGrath. In September 2001, Mr. McGrath assigned all of the outstanding
partnership interests in the three partnerships to Sigma Renaissance
     Corporation. One of the residential apartment properties has been sold to
      a third party with the Trust's consent. The remaining residential property
   (the "Burgundy Hills Property"), located in Florence, Kentucky (part of
  the Cincinnati metropolitan area), is scheduled to have a total of 396
units, comprised of one, two and three bedroom/one or two bathroom  
apartments. Due to events described below, the anticipated date of  
   completion of construction of the Burgundy Hills Property is uncertain.

   In connection with the transaction, the Trust obtained a right of first
negotiation to purchase the Burgundy Hills Property from its owner, 
      Burlington Residential, Ltd., upon completion and a right of first refusal
    to purchase the property on the same terms offered by a third party. The
purchase price is expected to be approximately $30,000,000. It is   
      contemplated that a significant portion of that amount would be covered by
 first mortgage financing. At the current time the Trust does not have
     adequate resources to close on the transaction even if it were interested
      in doing so and if construction were completed and it is uncertain whether
   the Trust will have adequate resources to complete the transaction upon
    completion of construction. In addition, as described below, because the
  owner of the first mortgage on the property has assumed control of the
management of the Borrower and the development of the property, the 
 exercisability of the Trust's purchase rights is currently uncertain.

  In connection with the transaction, the Trust (along with Mr. McGrath)
  agreed to co-guarantee long-term first mortgage construction financing
provided by KeyBank National Association ("KeyBank") to Burlington  
     Residential, Ltd. ("Borrower"), the owner of the Burgundy Hills Property.
   As of February 14, 2002, approximately $6,478,000 of the first mortgage
     loan had been drawn down. The interest rate on the first mortgage loan is
 KeyBank's prime rate (currently 4.75%) or the LIBOR rate plus 2%. The
Trust also agreed that, if the Borrower failed to comply with the   
   repayment and other obligations under the loan documents, KeyBank could
    require the Trust to buy out the bank's position on the entire amount of
the construction loan.                                              

     In September 2000, the Trust received notice from counsel to KeyBank that
      the Borrower had defaulted on its loan for failure to pay current interest
 due and meet certain equity requirements and covenants under the loan
      agreement, adverse changes in the financial conditions of the Borrower and
 the Trust, and the Trust's failure to meet certain tangible net worth
 tests set forth in the loan agreements. KeyBank indicated that it was
  exercising its right to accelerate the loan. According to Mr. McGrath,
  KeyBank agreed to forego further action for at least 60 days while the
parties attempted to reach an arrangement. The extension expired in 
November 2000 and, according to Mr. McGrath, has been extended on a 
month-to-month basis. The Borrower paid down the outstanding accrued
  interest and a portion of the principal and is currently seeking a new
long-term construction facility with another institutional lender to
 replace the first mortgage loan (and the other subordinated financing
described below).                                                   

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    In December 2000, an affiliate of BankOne acquired KeyBank's position in
   the Burgundy Hills first mortgage loan. The loan is subject to the same
   terms and conditions as that of the original KeyBank loan. Earlier, the
    BankOne affiliate had provided additional institutional financing in the
     principal amount of $1,576,000 to the Borrower. That loan is secured by a
security interest in partnership interests in the Borrower. Due to a
  default in payment of interest due, the BankOne affiliate was assigned
     rental payments from the Burgundy Hills Property and took over day-to-day
   management of the property. It is intended that this loan would be paid
off with the proposed new first mortgage financing referenced above.

     The BankOne affiliate recently sold the two loans to Burgundy-Boone, LLC,
     an Illinois limited liability company, according to the latter's counsel.
According to its counsel, Burgundy-Boone, LLC has assumed control of
   management of the Borrower and of the development of the Burgundy Hills
     Property and has foreclosed on the property. The Trust has been unable to
verify whether Burgundy-Boone, LLC has foreclosed on the property.  

The Trust, as guarantor of the first mortgage loan, currently has a 
contingent liability for its full outstanding amount. Due to the    
   uncertainty as to the status of the first mortgage loan and the actions
and intentions of Burgundy-Boone, LLC, the Trust's exposure on the  
guaranty is currently uncertain.                                    

   According to its principal, in December 2001 Century Construction Inc.,
the general contractor which performed construction services on the 
     Burgundy Hills Property and held a mechanic's lien on the property in the
amount of approximately $1,300,000, settled its claims with         
      Burgundy-Boone, LLC, acting on behalf of the Borrower. Burgundy-Boone, LLC
     has completed construction on the last building in the first phase of the
development.                                                        

In April 2000, pursuant to a registration statement on Form S-4, the
Operating Partnership completed its Exchange Offering under which it
     acquired additional interests in residential apartment properties and one
   condominium apartment property. In the Exchange Offering, the Operating
  Partnership issued 2,449,492 registered Operating Partnership Units in
   exchange for substantially all outstanding units of limited partnership
interest owned by individual limited partners ("Exchange Limited    
    Partners") in 23 limited partnerships (the "Exchange Partnerships"). The
 Exchange Partnerships directly or indirectly owned equity and/or debt
   interests in one or more of 25 residential apartment properties and one
     condominium apartment property (the "Exchange Properties") located in the
southeast and mid-west United States.                               

      Holders of Operating Partnership Units (other than the Trust) are entitled
    to exchange all or a portion of their Units at any time and from time to
   time for an equivalent number of Common Shares of the Trust, so long as
 the exchange would not cause the exchanging party to own (taking into
    account certain ownership attribution rules) in excess of 5% of the then
   outstanding Common Shares, subject to the Trust's right to cash out any
 holder of Units who requests an exchange and subject to certain other
exceptions.                                                         

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Following the completion of the Exchange Offering, the Exchange     
      Partnerships continued to own the same property interests they owned prior
      to the offering; substantially all of the limited partnership interests in
    the 23 Exchange Partnership were owned by the Operating Partnership; Mr.
McGrath, for nominal consideration, assigned to the Trust all of the
equity stock in 18 of the corporate general partners of the Exchange
   Partnerships ("Corporate General Partners") and granted to the Board of
    the Trust a management proxy coupled with an interest to vote the shares
   of the remaining five Corporate General Partners; the Corporate General
  Partner of each of the Exchange Partnerships assigned to the Operating
Partnership all of its economic interest in the partnership; and Mr.
McGrath caused each Corporate General Partner to waive its right to 
  receive from its Exchange Partnership any ongoing fees, effective upon
   completion of the exchange. As a result of the foregoing, the Operating
    Partnership owned substantially all of the economic interest represented
   by the equity and debt interests owned by the Exchange Partnerships and
controlled management of such partnerships.                         

    In April 2001, the Operating Partnership sold its equity interest in one
    of the Exchange Properties, Glen Lake Apartments, a 144-unit residential
    apartment property located in St. Petersburg, Florida. Management of the
      Trust determined to sell the property based on its lack of performance and
its need for substantial and frequent cash infusions.               

   Certain of the Exchange Partnerships in which the Operating Partnership
    holds an interest own direct or indirect equity interests in 15 Exchange
 Properties which consist of an aggregate of 868 residential apartment
units (comprised of studio, one, two, three and four-bedroom units).
   Certain of the Exchange Partnerships in which the Operating Partnership
  holds an interest directly or indirectly own subordinated mortgage and
other debt interests in 10 Exchange Properties, which consist of an 
     aggregate of 590 existing residential apartment units (studio and one and
 two bedroom units) and 152 condominium apartment units (two and three
     bedroom units) under development. Of the Exchange Properties in which the
 Operating Partnership continues to own an interest, 20 properties are
 located in Florida, three properties in Ohio and one property each in
Georgia and Indiana.                                                

   Consolidated Balance Sheet as of March 31,2002 Compared to December 31,
2001                                                                

   During the three months ended March 31, 2002, total assets decreased by
$595,985 to $37,472,354 while liabilities decreased by $466,903 to  
     $26,889,633. The decrease in assets was mainly due to a reduction in cash
used to pay down the accounts payable liability. The decrease in    
liabilities was primarily due to that payoff of accounts payable.   

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      Operations for the Three Months Ended March 31, 2002 Compared to the Three
Months Ended March 31, 2001                                         

    Revenues decreased by $59,670 from $1,821,348 for the three months ended
   March 31, 2001 to $1,761,678 for the three months ended March 31, 2002.
      Real Estate Expenses for the properties owned by the Operating Partnership
  decreased from $1,565,610 for the three months ended March 31, 2001 to
 $1,511,948 for the three months ended March 31, 2002. The decrease in
   Revenues is the result of the sale of Glen Lakes and the loss of income
 generated by that property. The reduction in Real Estate Expenses was
 principally due to a reduction in interest expense resulting from the
      refinancing activity in 2001. Administrative Expenses increased by $86,589
   from $327,345 for the three months ended March 31, 2001 to $413,934 for
     the three months ended March 31, 2002, primarily due to expenses incurred
    in connection with the relocation of the corporate offices. Other Income
   (Expenses) for the three months ended March 31, 2002 were $35,122. This
  income is the result of an adjustment to recover previously recognized
     loan losses on mortgage notes receivable. The Operating Partnership's Net
     Loss for the three months ended March 31, 2002 was $129,082 compared to a
loss of $753,912 for the three months ended March 31, 2001.         

Liquidity and Capital Resources                                     

     Net Cash Used in Operating Activities decreased by $396,932 from $542,777
    cash used in the three months ended March 31, 2001 to $145,845 cash used
      in the three months ended March 31, 2002. The decrease in Net Cash Used in
      Operating Activities was principally due to a decrease in the net loss for
the three month period from 2001 to 2002. Net Cash Used in Investing
    Activities increased $74,975 from $63,148 cash used for the three months
 ended March 31, 2001 to $138,123 cash used for the three months ended
  March 31, 2002. The increase was due to an increase in restricted cash
from March 31, 2001 to March 31, 2002. Cash Flow Used in Financing  
   Activities increased by $1,166,625 from $1,074,471 cash provided in the
      three months ended March 31, 2001 to $92,154 cash used in the three months
    ended March 31, 2002. The cash proceeds of the refinancings in the first
      quarter of 2001 provided substantial cash from Financing Activities. There
was no such activity in the first quarter of 2002 resulting in the  
increase in cash used.                                              

   During the three months ended March 31, 2002, the Operating Partnership
  generated Funds From Operations (Funds from Operations is a measure of
    profitability in the REIT industry, which is measured as net income less
depreciation, amortization, and other non-operating expenses and/or 
 income) of $123,033 versus negative Funds From Operations of $245,842
during the three months ended March 31, 2001.                       

Management's plans to continue improving liquidity and profitability
encompass the following four strategies:                            

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      o     Increase property cash collections through implementation of utility
billings, rent increases and property enhancements;     

o     Refinance selected well performing assets;                    

  o     Dispose of assets which do not generate cash sufficient to cover
      operating costs or whose geographic location creates excessive
burden; and                                             

o     Reduce corporate overhead.                                    

  In implementing these strategies, management has adopted the following
action plans:                                                       

     o     In many locations, the market for apartments has started to include
    re-billing of property water costs to tenants. The Operating
            Partnership has initiated billing of tenants for their water used at
       several locations and intends to continue implementation of the
strategy at other properties as the markets permit.     

      o     In the second quarter of 2001, the Operating Partnership sold one of
         its properties (Glen Lake Apartments) that, in the past, required
          substantial and frequent cash infusions. Additional properties are
being evaluated for potential disposition.              

     o     The Operating Partnership has identified certain of its properties,
            which are performing well and have loans which are small relative to
            the value of the properties, given their excellent performance. Four
       properties were refinanced in the first three quarters of 2001,
       generating sufficient cash for the Operating Partnership to pay
            accounts payable, including those owed to professionals for services
          performed in connection with the Exchange Offering, and still have
          an amount in reserve. All four of these properties were refinanced
          at interest rates lower than the prior interest rate on the loans.
         The Operating Partnership received cash proceeds of approximately
    $1,875,000 as a result of refinancing these four properties.

Management believes that the actions presently being taken by the   
   Operating Partnership and the Trust provide the opportunity for them to
    improve liquidity and profitability. The completion in April 2000 of the
      Exchange Offering has, in the opinion of management, provided the critical
   mass necessary for profitable operations. The Operating Partnership and
      the Trust will make distributions to their Unitholders and Shareholders of
   net income, if any, generated from investments in property interests as
cash flow allows.                                                   

  The Trust and the Operating Partnership intend to use their securities
   (including Common Shares and Units), proceeds from future sales of such
  securities, and available operating cash flow and financing from other
sources to acquire interests in additional residential apartment    
    properties or interests in other partnerships substantially all of whose
      assets consist of residential apartment property interests, and payment of
applicable fees and expenses.                                       

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 The operating results of the Operating Partnership and the Trust will
     depend primarily upon income from the residential apartment properties in
which they directly or indirectly own or acquire an equity or debt  
interest. Operating results in respect of equity interests will be  
substantially influenced by the demand for and supply of residential
  apartment units in their primary market and sub-markets, and operating
   expense levels. Operating results in respect of mortgage and other debt
    interests will depend upon interest income, including, in certain cases,
participation interest, whose payment will depend upon the operating
performance, sale or refinancing of the underlying properties. The  
  operating results of the Operating Partnership and the Trust will also
depend upon the pace and price at which they can acquire and improve
additional property interests.                                      

    The target metropolitan markets and sub-markets have benefited in recent
 periods from demographic trends (including population and job growth)
      which increase the demand for residential apartment units, while financing
   constraints (specifically, reduced availability of development capital)
    have limited new construction to levels significantly below construction
activity in prior years. Consequently, rental rates for residential 
      apartment units have increased at or above the inflation rate for the last
  two years. Expense levels also influence operating results, and rental
expenses (other than real estate taxes) for residential apartment   
      properties have generally increased at approximately the rate of inflation
   for the past three years. Changes in interest rates are not expected to
 materially impact operations, because the majority of the real estate
      mortgages have fixed interest rates, as do all of the inter-company loans.

     The Operating Partnership and the Trust believe that known trends, events
or uncertainties which will or are reasonably likely to affect their
short-term and long-term liquidity and current and future prospects 
    include the performance of the economy and the building of new apartment
communities. Although the Operating Partnership and the Trust cannot
     reliably predict the effects of these trends, events and uncertainties on
     their property investments as a whole, some of the reasonably anticipated
 effects might include downward pressure on rental rates and occupancy
levels.                                                             

      Two recent developments could have a material impact on the performance of
     the Trust and the Operating Partnership. First is the general downturn in
   the U.S. economy due in large part to the collapse of the technological
     sector. This translated into a significantly softer 2001 summer apartment
    rental market, particularly in Florida. Occupancies and collections have
      been negatively impacted for the last nine months, and management does not
      anticipate any improvement in the near term. The second development arises
out of the horrible events of September 11, 2001. While management  
   believes it is still too early to understand how deeply this event will
     impact the confidence of Americans and their way of life, it is likely to
result in a more cash conscientious consumer, which could result in 
downward pressure on rental rates.                                  

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Generally, there are no seasonal aspects of the operations of the   
   Operating Partnership or the Trust that might have a material effect on
     their financial conditions or results of operation. However, for the last
36 months, one 60-unit student housing property owned by one of the 
      Exchange Partnerships involved in the Exchange Offering has had an average
occupancy rate of 55% for nine months of the year and 30% for the   
remaining three months of the year.                                 

Subject to the foregoing discussion, management believes that the   
      Operating Partnership and the Trust have the ability to satisfy their cash
requirements for the foreseeable future. However, management of the 
    Operating Partnership and the Trust believe that it will be necessary to
   raise additional capital during the next 12 months to make acquisitions
and to meet management's revenue and cash flow goals.               

  As part of the ongoing operations of the Operating Partnership and the
Trust, management is reviewing the entire portfolio of properties to
  determine the potential for restructuring or refinancing various first
 mortgage loans. Additionally, properties whose recent performance has
 materially negatively impacted the operating results of the Operating
    Partnership and the Trust are being evaluated for possible sale. Certain
of these properties have been listed for sale. The Trust is also in 
discussions with other apartment owners, and is exploring business  
    combinations that will bring it economies of scale and the size it needs
 for listing of its Common Shares on a recognized securities exchange.
   Additional size would also give the Operating Partnership and the Trust
    the operating margin necessary to support their valuable management team
that is believed necessary for their long-term growth.              

    The Operating Partnership and the Trust expect no material change in the
number of employees over the next 12 months.                        

In February 2002, the Board of Trustees of the Trust received the   
     preliminary findings of a report prepared by an independent auditing firm
   in which the firm opined that certain transactions of the Trust and the
  Operating Partnership (including the Alexandria and Riverwalk property
    investments) entered into by prior management involved improper conduct.
The Board has used the preliminary findings for discussions with the
    former Managing Shareholder of the Trust concerning the transactions and
    to investigate the rights and obligations of the Trust and the Operating
Partnership in connection therewith. The ultimate results of the    
      preliminary findings and discussions will be reported at such time as they
become definitive.                                                  

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 PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                       

   The Operating Partnership is a party to various legal actions resulting
   from its operating activities. These actions are routine litigation and
  administrative proceedings arising in the ordinary course of business,
   some of which are covered by liability insurance, and none of which are
    expected to have a material adverse effect on the consolidated financial
      condition or results of operations of the Operating Partnership taken as a
whole.                                                              

Item 2. Changes in Securities and Use of Proceeds                               

Not Applicable                                                      

Item 3. Defaults upon Senior Securities                                         

None                                                                

Item 4. Submission of Matters to a Vote of Security Holders                     

None                                                                

Item 5. Other Information                                                       

None                                                                

Item 6. Exhibits and Reports on Form 8-K                                        

(a)                                                                 

Exhibit                                                             
Number      Description                                             
------      -----------                                             

3.1      Certificate of Limited Partnership of the Registrant 
                (incorporated herein by reference to Exhibit 3.1 to the Form
               S-4 Registration Statement of the Registrant filed with the
        Securities and Exchange Commission on June 2, 1998).

        3.2      Agreement of Limited Partnership of Baron Capital Properties,
         L.P. dated as of May 15, 1998 (incorporated herein by
                 reference to Exhibit 10.6 to Amendment No. 3 to the Form SB-2
                Registration Statement of Baron Capital Trust filed with the
      Securities and Exchange Commission on May 15, 1998
(Registration No. 333-35063)).              

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    (b)   The Registrant did not file any Current Reports on Form 8-K during
the quarter for which this Report is filed.             

   In accordance with the requirements of the Exchange Act, the Registrant
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.                                                                     

May 15, 2002                                                                    

                  BARON CAPITAL PROPERTIES, L.P.

                                 By:      Baron Capital Trust, General Partner

                      By:        /s/  Robert L. Astorino
                                       -----------------------------
                        Robert L. Astorino
                             Chief Executive Officer

                  By:        /s/  Mark L. Wilson
                                       -----------------------------
                    Mark L. Wilson
                             Chief Financial Officer

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 10QSB Filing	Date	First	Last	Other Filings

	2/3/98	7
	5/15/98	21
	6/2/98	21		S-4
	5/31/00	12
	3/31/01	6	17	NT 10-Q, 10QSB
	6/30/01	7		10QSB
	9/11/01	19
	12/31/01	6	16	10KSB
	1/1/02	7
	2/14/02	8	14
For The Period Ended	3/31/02	1	17
Filed On / Filed As Of	5/15/02	22

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Baron Capital Properties LP · 10QSB · For 3/31/02

Filed On 5/15/02 · SEC File 333-35063-01 · Accession Number 891554-2-3368

Quarterly Report -- Small Business · Form 10-QSBFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Quarterly Report -- Small Business · Form 10-QSB
Filing Table of Contents