<PAGE>


                    U. S. 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 June 30, 1999


[ ]      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 333-35063

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

                  Delaware                                31-1574856
         (State or other jurisdiction                    (IRS Employer
       of incorporation or organization)               Identification No.)

                    7826 Cooper Road, Cincinnati, Ohio 45242
                    (Address of principal executive offices)

                                 (513) 984-5001
                           (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 [ ]

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


                               BARON CAPITAL TRUST
                           CONSOLIDATED BALANCE SHEET
                       DECEMBER 31, 1998 AND JUNE 30, 1999


<TABLE>
<CAPTION>
                                                                          DECEMBER 31, 1998      JUNE 30, 1999
<S>                                                                       <C>                    <C>
                      ASSETS

Rental Apartments:
                   Land                                                       $ 1,178,693         $ 1,178,693
                   Depreciable Property                                         6,189,095           6,189,095
                                                                              -----------         -----------
                                                                                7,367,788           7,367,788
                   Less:  Accumulated Depreciation                             (1,246,627)         (1,319,534)
                                                                              -----------         -----------
                                                                                6,121,161           6,048,254

Investments in Partnerships                                                       709,970           1,538,877

Cash and Cash Equivalents                                                         177,299             145,964
Restricted Cash                                                                    66,199             158,545
Property Management Reimbursements Rec., Affiliates                               155,071             116,595
Other Receivables                                                                  80,112                (872)
Advances to Affiliates                                                             10,750                   0
Other Property and Equipment                                                      168,982             157,241
Other Assets                                                                      212,761             243,655
                                                                              -----------         -----------

                                                                                  871,174             821,128
                                                                              -----------         -----------

                                                                              $ 7,702,305         $ 8,408,259
                                                                              -----------         -----------
                                                                              -----------         -----------
              LIABILITIES AND SHAREHOLDERS EQUITY

Liabilities:
                   Mortgages Payable                                          $ 4,039,718         $ 4,291,076
                   Note Payable                                                   375,000             120,000
                   Accounts Payable and Accrued Liabilities including
                   $15,573 due to the Managing Shareholder                        388,385             374,207
                   Capital Lease Obligation                                        55,984              55,984
                   Security Deposits                                               38,336              37,496
                                                                              -----------         -----------

Total Liabilities                                                               4,897,423           4,878,763
                                                                              -----------         -----------

Shareholder's Equity:
                   Common Shares of beneficial interest, no par value;
                   2,500,000 shares authorized, 644,696 shares issued
                   and outstanding                                            $ 4,257,101         $ 5,938,754
                   Distribution to Owners                                         (72,159)           (239,755)
                   Deficit                                                     (1,380,060)         (2,169,503)
                                                                              -----------         -----------

Total Shareholder's Equity                                                      2,804,882           3,529,496
                                                                              -----------         -----------

Total Liabilities and Shareholder's Equity                                    $ 7,702,305         $ 8,408,259
                                                                              -----------         -----------
                                                                              -----------         -----------
</TABLE>



<PAGE>

                               BARON CAPITAL TRUST
                          CONSOLIDATED INCOME STATEMENT
       FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1998 AND JUNE 30, 1999

<TABLE>
<CAPTION>
                                                                  3 MOS. ENDED     3 MOS. ENDED     6 MOS. ENDED     6 MOS. ENDED
                                                                  JUNE 30, 1998    JUNE 30, 1999    JUNE 30, 1998    JUNE 30, 1999
<S>                                                               <C>              <C>              <C>              <C>
REVENUES:
              Property                                             $    78,475      $   258,879      $   155,316      $   512,133
              Rental                                                     2,947           58,824           30,927           78,372
              Equity in Net Loss of Unconsolidated Partnership               0          (25,667)               0          (29,093)
              Other                                                        694              654              736            1,037
                                                                   -----------      -----------      -----------      -----------

Total Revenues                                                          82,115          292,690          186,979          562,449
                                                                   -----------      -----------      -----------      -----------

              Real Estate Expenses:
              Depreciation                                               9,500           36,453           15,513           72,907
              Interest                                                  25,501           80,526           50,217          144,491
              Repairs and Maintenance                                    7,072           18,176           11,598           37,727
              Personnel                                                 13,336           27,814           29,265           57,471
              Property Taxes                                             5,505           20,680           11,011           41,276
              Property Insurance                                         5,105            3,513            5,769           10,718
              Utilities                                                 11,809           16,714           18,367           29,601
              Other                                                     11,358           86,528           24,637          131,570
                                                                   -----------      -----------      -----------      -----------

Total Real Estate Expenses                                              89,186          290,403          166,378          525,760
                                                                   -----------      -----------      -----------      -----------

Administrative Expenses:
              Personnel                                                 82,036          287,711          101,091          560,372
              Management, Investment, and Administrative               111,587          125,517          135,919          194,511
              Professional Services                                    133,192          222,670          136,977          385,064
              Other                                                        177           44,352              188          139,927
                                                                   -----------      -----------      -----------      -----------

Total Administrative Expenses                                          326,991          680,249          374,175        1,279,874
                                                                   -----------      -----------      -----------      -----------

Total Expenses                                                         416,177          970,653          540,553        1,805,634

Less:Reimbursed Expenses                                                38,856          320,577           38,856          453,742
                                                                   -----------      -----------      -----------      -----------

Net Expenses                                                           377,322          650,076          501,697        1,351,892
                                                                   -----------      -----------      -----------      -----------

Loss Before Minority Interest                                         (295,206)        (357,386)        (314,718)        (789,443)

Minority Interest of Unitholders in Net Loss of
Operating Partnership                                                   44,789                0           53,649                0
                                                                   -----------      -----------      -----------      -----------

Net Loss                                                             ($250,417)       ($357,386)       ($261,069)       ($789,443)
                                                                   -----------      -----------      -----------      -----------
                                                                   -----------      -----------      -----------      -----------
Net Loss Per Common Share                                               ($1.23)          ($0.58)          ($1.29)          ($1.39)
</TABLE>




<PAGE>



                               BARON CAPITAL TRUST
                      CONSOLIDATED STATEMENT OF CASH FLOWS
            FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND JUNE 30, 1999

<TABLE>
<CAPTION>
                                                                  JUNE 30, 1998    JUNE 30, 1999
<S>                                                               <C>              <C>
Cash Flows from Operating Activities:
              Net Loss                                               ($261,069)       ($789,443)

Adjustments to Reconcile Net Loss to Net Cash Used by
Operating Activities:
              Minority Interest of Unitholders in Net Loss
              of Operating Partnership                                 (53,649)               0
              Depreciation and Amortization                                  0           94,721
              Equity in Net Loss of Unconsolidated Partnership               0           29,093
       (Increase) decrease in Operating Assets
              Property Management Reimbursements                       (38,856)          38,476
              Other Recievables                                        (20,592)          80,984
              Advances to Affiliates                                         0           10,750
              Other Assets                                            (138,183)         (30,894)
        Increase (decrease) in Operating Liabilities
              Accounts Payable and Accrued Liabilities                 259,329          (14,178)
              Security Deposits                                         13,017             (840)
              Other                                                      5,592                0
                                                                   -----------      -----------

              Net Cash Used by Operating Activities                   (234,411)        (581,331)
                                                                   -----------      -----------

Cash Flows from Investing Activities
              Acquisition of Rental Property                          (782,218)               0
              Investment in Partnerships                                     0         (885,000)
              Cash Distributions from Partnerships                           0           27,000
              Other Property and Equipment                             (40,420)         (10,073)
                                                                   -----------      -----------

              Net Cash Used in Investing Activities                   (822,638)        (868,073)
                                                                   -----------      -----------

Cash flows from Financing Activities:
              Proceeds from the Sale of Common Shares                1,868,835        1,681,653
              Distributions Paid                                             0         (167,596)
              Initial Capital Contributions                             50,100                0
              Proceeds from Mortgage Financing                               0          273,499
              Payments on Mortgages Payable                                  0          (22,141)
              Payments on Notes Payable                                      0         (275,000)
              Other                                                          0           20,000
                                                                   -----------      -----------

              Net Cash Provided by Financing Activities              1,918,935        1,510,415
                                                                   -----------      -----------

Net Increase (Decrease) in Cash and Cash Equivalents                   861,886           61,011

Cash and Cash Equivalents, Beginning                                         0          243,498
                                                                   -----------      -----------

Cash and Cash Equivalents, Ending                                  $   861,886      $   304,509
                                                                   -----------      -----------
                                                                   -----------      -----------
</TABLE>




<PAGE>

                               BARON CAPITAL TRUST
                 CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY
                                  JUNE 30, 1999


<TABLE>
<CAPTION>
                                          Common Shares
                                      of Beneficial Interest
                                     Shares            Amount             Distributions       Deficit             Total
<S>                                 <C>             <C>                   <C>                <C>                 <C>
BALANCE, JANUARY 1, 1999            463,650         $ 4,257,101             (72,159)         (1,380,060)         2,804,882

PROCEEDS FROM SALE OF
COMMON SHARES OF BENEFICIAL
INTEREST                            181,046           1,681,653                                                  1,681,653


DISTRIBUTIONS PAID                                                         (167,596)                              (167,596)

NET LOSS FOR THE SIX MONTH
PERIOD ENDED JUNE 30, 1999                                                                     (789,443)          (789,443)
                                    -------         -----------         -----------         -----------         ----------
BALANCE, JUNE 30, 1999              644,696         $ 5,938,754         ($  239,755)        ($2,169,503)        $3,529,496
                                    -------         -----------         -----------         -----------         ----------
                                    -------         -----------         -----------         -----------         ----------
</TABLE>



<PAGE>



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 1999


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         ORGANIZATION AND CAPITALIZATION

         Baron Capital Trust (the "Trust") was organized as a business trust in
         Delaware on July 31, 1997. The Trust and its affiliate, Baron Capital
         Properties, L.P. (the "Operating Partnership"), a Delaware limited
         partnership, have been organized to acquire equity interests in
         residential apartment properties located in the United States and to
         provide or acquire debt mortgage loans secured by such types of
         property.

         The Managing Shareholder of the Trust is Baron Advisors, Inc., a
         Delaware corporation which will manage the operations of the Trust and
         the Operating Partnership subject to the supervisory authority of the
         Board of the Trust over the activities of the Trust and the Operating
         Partnership and the Board's prior approval authority in respect of
         certain actions of the Trust and the Operating Partnership specified in
         the Declaration of Trust of the Trust.

         The Trust's Declaration authorizes it to issue up to 25,000,000 shares
         of beneficial interest, no par value per share, consisting of common
         shares and of preferred shares of such classes with such preferences,
         conversion or other rights, voting powers, restrictions, limitations as
         to dividends, qualifications, or terms or conditions of redemption as
         the Managing Shareholder may create and authorize from time to time in
         accordance with Delaware law and the Declaration.

         The Trust commenced operations on February 3, 1998, at which time it
         received its initial capital contribution.

         BASIS OF PRESENTATION

         The accompanying consolidated financial statements include the
         consolidated accounts of the Trust and the Operating Partnership. The
         Trust is the general partner of the Operating Partnership and owns
         approximately 81% of the limited partner units of the Operating
         Partnership. The consolidated accounts of the Operating Partnership
         include the accounts of three limited partnerships in which the
         Operating Partnership is the controlling limited partner, by virtue of
         its right to remove the general partner due to its ownership percent of
         the total partnership interest in those limited partnerships.

         All significant inter-company transactions and balances have been
         eliminated in consolidation.


                                       2
<PAGE>

         BASIS OF PRESENTATION (CONTINUED)

         The minority interest of unitholders in the Operating Partnership
         represents the 1,202,160 limited partnership units owned by the
         Original Investors of the Operating Partnership, and is stated at the
         amount of the capital contribution by them to the Operating Partnership
         ($100,000), reduced by their proportionate share of the net loss of the
         Operating Partnership. As of December 31, 1998, the 1,202,160 Operating
         Partnership limited partnership units issued to the Original Investors
         are subject to escrow restrictions and 108,757 units are convertible
         into common shares of the Trust.

         CONCENTRATIONS OF CREDIT RISK

         Financial instruments that potentially subject the Trust to
         concentrations of credit risk are comprised of cash and receivables.

             CASH

         At various times during the year the Trust had deposits in financial
         institutions in excess of the federally insured limits. The Trust
         maintains its cash with high quality financial institutions, which the
         Trust believes limits these risks.

             PROPERTY MANAGEMENT REIMBURSEMENTS AND OTHER RECEIVABLES

         Receivables are comprised mainly of property management reimbursements
         due to the Operating Partnership from various properties it manages and
         monthly rents due. The Operating Partnership monitors exposure to
         credit losses and does not maintain an allowance for these receivables,
         as it believes that these receivables are fully collectible.

         REAL ESTATE RENTAL PROPERTIES AND DEPRECIATION

         Real estate rental properties are stated at cost less accumulated
         depreciation. Ordinary repairs and maintenance are expensed as
         incurred; replacements having an estimated useful life of at least one
         year and improvements are capitalized and depreciated over their
         estimated useful lives.

         Depreciation is computed on a straight-line basis over the estimated
         useful lives of the properties as follows:

<TABLE>
<CAPTION>
                                                          Estimated Useful
                                                           Lives (Years)
                                                           -------------
              <S>                                         <C>
              Building                                           30
              Leasehold improvements                             10
              Furniture and fixtures                             7
              Computer equipment and software                   3-5
</TABLE>




                                       3
<PAGE>

         REAL ESTATE RENTAL PROPERTIES AND DEPRECIATION (CONTINUED)

         Losses in carrying values of investment assets are provided by
         management when the losses become apparent and the investment asset is
         considered impaired in accordance with Statement of Financial
         Accounting Standards No. 121, "Accounting for the Impairment of
         Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."
         Management evaluates its investment properties annually to assess
         whether any impairment indications are present. If any investment asset
         is considered impaired, a loss is provided to reduce the carrying value
         of the property to its estimated fair value. No such losses have been
         required or provided in the accompanying consolidated financial
         statements.

         REVENUE RECOGNITION

         Apartment units are leased under operating leases with terms of
         generally one year or less. Rental income is recognized when due from
         tenants.

         CASH AND CASH EQUIVALENTS

         For purposes of the statement of cash flows, the Trust considers all
         investments purchased with an original maturity of three months or less
         to be cash equivalents.

         INVESTMENTS IN PARTNERSHIPS

         The Trust, through the Operating Partnership, accounts for its
         investments in limited Partnerships in which it is deemed not to have
         the controlling interest, but has more than a minor limited partnership
         interest, utilizing the equity method of accounting. The Operating
         Partnership's investment in Alexandria Development, L.P., which
         represents a 12.3% interest at December 31, 1998, is accounted for
         using the equity method.

         Investments in partnerships in which the Operating Partnership's
         interest is so minor that the Partnership has virtually no influence
         over partnership operating and financial policies are accounted for
         utilizing the cost method. These investments generally represent less
         than 5% of the partnership interest. The investments in certain other
         limited partnerships as of December 31, 1998, which represent less than
         a 4% partnership interest in each case, are accounted for on the cost
         method. The Trust periodically assesses the estimated realizable value
         of these investments in order to ascertain that there has been no
         impairment in their recorded value.

         As of June 30, 1999 the Operating Partnership owned 25.7 units of
         limited partnership interest for which it paid $1,285,000.



                                       4
<PAGE>



         CAPITAL RESERVE

         In connection with the acquisition of the investment properties, as
         required by the lending institutions, the Trust has established a
         capital reserve account, which is to be used for significant
         improvements to the property.

         LOAN COSTS

         The Trust has capitalized those costs incurred with obtaining financing
         on the investment properties. Such costs (included with other assets)
         are being amortized over six years, the remaining term of the
         financing.

         USE OF 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 disclosure 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.

         INCOME TAXES

         The Trust has not provided for federal income taxes because the Trust
         believes it qualifies as a real estate investment trust (REIT) under
         Section 856 to 860 of the Internal Revenue Code. A REIT will generally
         not be subject to federal income taxation on that portion of its income
         that qualifies a REIT taxable income to the extent that it distributes
         substantially all of its taxable income to its stockholders and
         complies with certain other requirements. The Trust made an REIT
         election for the year ended December 31, 1998.

         FAIR VALUE OF FINANCIAL INSTRUMENTS

         The respective carrying value of certain on-balance-sheet financial
         instruments approximated their fair value. These instruments include
         cash, receivables, accounts payable and accrued liabilities. Fair
         values were assumed to approximate carrying values for these financial
         instruments since they are short-term in nature and their carrying
         amounts approximate fair values or they are receivable or payable on
         demand.

         The fair value of debt instruments has been estimated by using
         discounted cash flow models incorporating discount rates based on
         current market interest rates for similar types of instruments. At
         December 31, 1998, the differences between estimated fair value and the
         carrying value of debt instruments were not material.

         RECENT ACCOUNTING PRONOUNCEMENTS

         In June 1997, the Financial Accounting Standards Board issued SFAS No.
         130, "Reporting Comprehensive Income" and No. 131, "Disclosures about
         Segments of an



                                       5
<PAGE>

         RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

         Enterprise and Related Information." SFAS No. 130 establishes standards
         for reporting and displaying comprehensive income, its components, and
         accumulated balances. SFAS No. 131 establishes standards for the way
         that public companies report information about operating segments in
         annual financial statements and requires reporting of selected
         information about operating segments in interim financial statements
         issued to the public. Both SFAS No. 130 and SFAS No. 131 are effective
         for periods beginning after December 15, 1997. The Trust adopted these
         new accounting standards in 1998, and their adoption had no effect on
         the Trust's financial statements and disclosures.

         In June 1998, the Financial Accounting Standards Board issued SFAS No.
         133, "Accounting for Derivative Instruments and Hedging Activities."
         SFAS No. 133 requires companies to recognize all derivatives contracts
         as either assets or liabilities in the balance sheet and to measure
         them at fair value. If certain conditions are met, a derivative may be
         specifically designated as a hedge, the objective of which is to match
         the timing of the gain or loss recognition of the hedging derivative
         with the recognition of (i) the changes in the fair value of the hedged
         asset or liability that are attributable to the hedged risk or (ii) the
         earnings effect of the hedged forecasted transaction. For a derivative
         not designated as a hedging instrument, the gain or loss is recognized
         in income in the period of change. SFAS No. 133 is effective for all
         fiscal quarters of fiscal years beginning after June 15, 1999.
         Historically, the Trust has not entered into derivatives contracts to
         hedge existing risks or for speculative purposes. Accordingly, the
         Trust does not expect adoption of the new standard on January 1, 2000
         to affect its financial statements.


NOTE 2.  MATERIAL SUBSEQUENT EVENTS  AND CONTINGENCIES

         ALEXANDRIA APARTMENTS

         On October 14, 1998, the Operating Partnership acquired an approximate
         12.3% limited partnership interest in Alexandria Development, L.P. (the
         "Alexandria Property"), a Delaware limited partnership which is the
         owner and developer of a 168-unit residential apartment property under
         construction in Alexandria, Kentucky. The Operating Partnership paid
         $400,000 for eight (8) units of limited partnership interest out of a
         total of sixty-five (65) units and retains an option to acquire the
         remaining fifty-seven (57) units of limited partnership interests for
         $50,000 per unit or approximately $2,850,000. The option is exercisable
         as additional apartments are completed and rented and expires on
         October 15, 1999. An affiliate of the Trust, affiliated through common
         ownership, sold the partnership interest in the Alexandria Property to
         the Operating Partnership and also serves as the managing general
         partner of the Alexandria Property. During the construction stage of
         the apartment property, the Operating Partnership's limited partnership
         interest in the Alexandria Property is entitled to an annual 12%
         preferential return, which is senior to the other limited partnership
         interests and the general partner's nominal 1% interest.



                                       6
<PAGE>

         ALEXANDRIA APARTMENTS (CONTINUED)

         As of June 30, 1999 the Operating Partnership owned 25.7 units of
         limited partnership interest for which it paid $1,285,000.

         CONTRACT TO PURCHASE ADDITIONAL PROPERTIES

         In September 1998, the Trust entered in an agreement with three real
         estate development companies to acquire two luxury residential
         apartment properties in the development stage upon the completion of
         construction. The development companies (Brentwood at Southgate, Ltd.,
         Burlington Residential, Ltd. and The Shoppes at Burlington, Ltd.) are
         controlled by one of the Trust's founders and chief executive officer.
         The properties are scheduled to have a total of 652 units, comprised of
         one, two and three bedroom/one or two bathroom apartments. Construction
         of one of the properties, located in Louisville, Kentucky, is expected
         to be completed prior to the end of 2000, and construction of the other
         property, located in Burlington, Kentucky (part of the Cincinnati
         metropolitan area), is expected to be completed by the end of 2001. The
         aggregate purchase price for the two properties is in the range of
         approximately $41,000,000 to $43,000,000. The closing of each
         acquisition, which is expected to occur shortly following the
         completion of construction, is conditioned on, among other things, the
         completion of the respective apartment property, the availability of
         first mortgage financing and the Trust's raising the balance of the
         funds necessary for the acquisition in its ongoing Cash Offering or
         otherwise have funds available to make the acquisition.

         In connection with the transaction and in exchange for certain benefits
         described below, the Trust agreed to co-guarantee (along with the chief
         executive officer), up to 35% (or approximately $12,500,000) of the
         development portion of long-term construction loans with an aggregate
         principal amount of up to $36,000,000 to be provided by a bank to the
         development companies. As of March 31, 1999, approximately $4,850,000
         of such loans had been drawn down, resulting in outstanding guarantees
         of approximately $1,700,000. Subject to the fulfillment of certain
         closing and funding conditions, the construction loans will be made to
         the development companies in connection with the development and
         construction of the two apartment properties and of an 111,000 square
         foot shopping center being developed in Burlington, Kentucky. The
         interest rates on the construction loans range from 7.36% to 7.52%. The
         Trust also agreed that, if the loans are not repaid prior to the
         expiration of the guarantee, it will either buy out the bank's position
         on the entire amount of the construction loans or arrange for a third
         party to do so. The construction loans are expected to be replaced by a
         long-term credit facility.

         The Trust expects to receive significant benefits from the transaction
         in addition to the acquisition of two large luxury apartment properties
         located in attractive communities. In exchange for the guarantee of the
         development portion of the construction loans, the Trust will receive a
         discount of approximately $212,500 (representing a one-half of one
         percent reduction) on the purchase price of the properties. The Trust
         and the development companies are negotiating a further price reduction
         which would apply if the development



                                       7
<PAGE>

         CONTRACT TO PURCHASE ADDITIONAL PROPERTIES (CONTINUED)

         portion of the loans is not repaid prior to the expiration of the
         guarantee period and the Trust is required to buy out or arrange for
         the buyout of the lender's position on the loans.



NOTE 3.  SHAREHOLDERS' EQUITY

         CASH OFFERING

         On May 15, 1998, pursuant to a registration statement on Form SB-2, the
         Trust commenced an initial public offering of a maximum of 2,500,000
         common shares of beneficial interest in the Trust at $10 per common
         share, which is payable in full upon subscription, for proposed total
         gross proceeds of $25,000,000 (the Cash Offering). All of the common
         shares to be issued or sold by the Trust in the offering will be
         tradable without restriction under the Securities Act, but will be
         subject to certain restrictions designed to permit the Trust to qualify
         and maintain its status as a Real Estate Investment Trust under the
         Internal Revenue Code. The Cash Offering will terminate no later than
         November 30, 1999.

         EXCHANGE OFFERING

         The Operating Partnership has filed a registration statement on Form
         S-4 with the Securities and Exchange Commission covering up to
         2,500,000 units of limited partnership interest ("Units") to be
         registered under the Securities Act of 1933, as amended (the "Act")
         ("Exchange Offering").

         It is proposed that these units would be exchanged for units of limited
         partnership interest in 23 limited partnerships (the "Exchange
         Partnerships"), which directly or indirectly own equity and/or mortgage
         interests in one or more residential apartment properties. The Exchange
         Partnerships are managed by corporate general partners which are
         affiliated with one of the founders of the Operating Partnership, who
         is the sole stockholder and director of the Managing Shareholder of the
         Trust. This registration statement has not yet become effective.

         The number of Units being offered in exchange for the limited
         partnership interests in the Exchange Partnerships will be based on
         appraisals prepared by qualified and licensed independent appraisal
         firms for each underlying residential apartment property. For purposes
         of the Exchange Offering, each Unit has been arbitrarily assigned an
         initial value of $10, which corresponds to the offering price of each
         Trust Common Share currently being offered to the public pursuant to
         the Cash Offering. The value of each Unit and Common Share outstanding
         will be substantially identical since Unit holders, including
         recipients of Units in the Exchange Offering, will be entitled to
         exchange all or a portion of their Units at any time and from time to
         time for an equivalent number of Trust Common Shares, 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



                                       8
<PAGE>

         EXCHANGE OFFERING (CONTINUED)

         outstanding shares in the Trust, subject to the Trust's right to cash
         out any holder of Units who requests an exchange and subject to certain
         other exceptions. To facilitate such exchanges of Units into Common
         Shares, 2,500,000 Common Shares (in addition to the 2,500,000 Common
         Shares being offered by the Trust in the Cash Offering) have been
         registered with the Commission. As its initial investment targets in
         the Exchange Offering, the Operating Partnership is offering to acquire
         equity and/or subordinated mortgage interests in 26 properties (the
         "Exchange Properties") directly or indirectly owned by the 23 Exchange
         Partnerships. The Operating Partnership will acquire interests in a
         particular property and/or mortgages by acquiring from limited partners
         their units of limited partnership interest in the respective Exchange
         Partnership. Each of the Exchange Partnerships directly or indirectly
         owns equity and/or mortgage interests in one or more properties.
         Certain of the Exchange Partnerships directly or indirectly own equity
         interests in 16 properties which consist of an aggregate of 1,012
         residential units (comprised of studio, one, two, three and four
         bedroom units). Certain of the Exchange Partnerships directly or
         indirectly own mortgage interests in 10 properties, which consist of an
         aggregate of 813 existing residential units (studio and one and two
         bedroom units) and 168 units (two and three bedroom units) under
         development. Of the Exchange Properties, 21 properties are located in
         Florida , three properties in Ohio and one property each in Georgia and
         Indiana.

         OPERATING PARTNERSHIP LIMITED PARTNERSHIP UNITS

         In connection with the formation of the Trust and the Operating
         Partnership, the Original Investors each subscribed for 601,080 limited
         partnership units of the Operating Partnership (a total of 1,202,160
         units). In consideration for the units subscribed for by them, the
         Original Investors made a $100,000 capital contribution to the
         Operating Partnership. If the Cash Offering and the Exchange Offering
         are fully subscribed, those Units would represent 19% of the total
         Common Shares outstanding after completion of the Cash Offering and
         exchange by the Operating Partnership of 2,500,000 of its Units for
         units of limited partnership interest in real estate limited
         partnerships (including any exchange pursuant to the Exchange
         Offering), calculated on a fully diluted basis assuming all then
         outstanding Units (other than those acquired by the Trust) have been
         exchanged into an equivalent number of Common Shares. If, however, as
         of November 30, 1999, the Cash Offering and/or the Exchange Offering
         has been completed and the number of Units subscribed for by each
         Original Investment represents a percentage greater than 19% of the
         then outstanding Common Shares, calculated on a fully diluted basis
         assuming that all then outstanding Units (other than those acquired by
         the Trust) have been exchanged into an equivalent number of Common
         Shares, each Original Investor has agreed to return any excess Units to
         the Operating Partnership for cancellation. The Original Investors have
         deposited Units subscribed for by them into a security escrow account
         for six to nine years, subject to earlier release under certain
         conditions.



                                       9
<PAGE>

         OPERATING PARTNERSHIP LIMITED PARTNERSHIP UNITS (CONTINUED)

         The fair value of the units issued to the Original Investors amounted
         to $100,000, based upon a determination made by the Independent
         Trustees of the Trust as of the date of subscription for these units
         (February 3, 1998). The determination of the fair value took into
         consideration that (a) at the time of the subscription for the units,
         the Trust and the Partnership were development stage companies, with no
         cash or other significant tangible assets, operating history or revenue
         and no certainty of successful offerings or future operations; the
         founders had at risk their initial capital contributions plus certain
         additional unreimbursed advances to cover certain offering and
         operating expenses; the founders have significant experience and
         developed know-how critical to the success of the Trust and the
         Partnership; and the founders' units are subject to significant
         transfer restrictions. The Partnership has accounted for the units as
         being issued and outstanding, but subject to escrow restrictions, in
         the accompanying consolidated financial statements, and has included
         the units as outstanding in determining the weighted average shares
         outstanding for purposes of calculating net loss per partnership unit
         in the accompanying consolidated financial statements. Because the
         release of the units from escrow is not dependent upon the achievement
         of any specified level of profits, the release of the units from escrow
         is not considered to be compensatory and, accordingly, no accounting
         measurement will be given to the release of the units from escrow.

         Under the subscription agreement, the Original Investors agreed to
         waive future administrative fees for managing Participating Exchange
         Partnerships; agreed to assign to the Operating Partnership the right
         to receive all residual economic rights attributable to the general
         partner interests in Participating Exchange Partnerships; and, in order
         to permit management of the Exchange Properties by the Operating
         Partnership, caused the Exchange Partnerships to cancel the
         partnerships' prior property management agreements and agreed to forego
         the right to have a property management firm controlled by the Original
         Investors assume the property management role in respect of properties
         in which the Trust or the Operating Partnership invest.

         After the exchange with the limited partners and assignment of economic
         rights of the general partner, the Operating Partnership will control
         the Participating Exchange Partnerships by virtue of its ownership of
         at least 90% of the limited partnership interests, which will provide
         the Operating Partnership the ability to remove the general partner
         under the provisions of the limited partnership agreements that limited
         partners holding over 50% of total partnership interest have the right
         to remove the general partner.

         Based upon the total Common Shares outstanding as of June 30, 1999, the
         Original Investors would be entitled to exchange their limited
         partnership units for a net amount of 144,452 (three months ended June
         30, 1999) or 133,486 (six months ended June 30, 1999) Common Shares.
         These equivalent common shares have been taken into consideration in
         the calculation of net loss per share on an as-converted basis (see
         Note 4).



                                       10
<PAGE>




NOTE 4.  NET LOSS PER SHARE

         The Trust computes per share 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 share equals net loss divided by the weighted
         average shares outstanding during the year. The computation of diluted
         net loss per share that includes dilutive common stock equivalents in
         the weighted average shares outstanding has not been presented as it is
         anti-dilutive for the three months ended June 30, 1999.

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

<TABLE>
<CAPTION>
                                                           Weighted
                                                            Average          Loss
                                          Net Loss          Shares         Per Share
                                          --------          ------         ---------
            <S>                          <C>               <C>             <C>
            Three months ended
            June 30, 1999                $(357,386)        615,821          $(.58)
                                         ---------         -------         ------
                                         ---------         -------         ------
            Six months ended
            June 30, 1999                $(789,443)        569,074         $(1.39)
                                         ---------         -------         ------
                                         ---------         -------         ------
</TABLE>

         Assuming that the Original Investors had exchanged their limited
         partnership units for an equivalent net amount of 144,452 (for the
         three months ended June 30, 1999) or 133,486 (for the six months ended
         June 30, 1999) Common Shares, the net loss per share on an as-converted
         basis would have been .47 (for the three months ended June 30, 1999)
         and 1.12 (for the six months ended June 30, 1999) per share.



                                       11
<PAGE>

                           PART II - OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

         The Registrant is a claimant in the Georgia-Pacific class action
lawsuit.


ITEM 2.   CHANGES IN SECURITIES

         There were no material modifications in the instruments defining the
rights of any class of registered securities. There were no sales of any
unregistered securities.

         The Registrant's Form SB-2 Registration Statement (the "Registration
Statement") (Commission file number 333-35063) was declared effective by the
Commission on May 15, 1998. On May 18, 1998, the Registrant commenced its public
offering (the "Offering") of common shares of beneficial interest in the
Registrant ("Common Shares"), the class of securities registered, and the
Offering is currently ongoing. Registrant filed Post-Effective Amendment No. 1
with the Commission on June 2, 1999. The name of the managing underwriter of the
Offering is Sigma Financial Corporation. The amount of Common Shares registered
is 2,500,000 shares. The offering price per Common Share is $10.00, and the
aggregate price of the offering amount registered is $25,000,000. As of the date
of this report, 644,696 Common Shares have been sold in the Offering, for an
aggregate offering price of $6,445,963

         From the effective date of the Registration Statement through June 30,
1999, the following expenses have been incurred for the Registrant's account in
connection with the issuance and distribution of the registered Common Shares:

<TABLE>
         <S>                                         <C>
         Underwriting discounts and commissions:     $507,309 (plus five-year warrants to
                                                     Acquire 33,107 Common Shares at an
                                                     exercise price of $13.00 per share)

         Finder's Fees:                              $0

         Expenses Paid to or for Underwriter:        $0

         Other Expenses (reimbursement for
         Advisory and investment expenses):          $417,756

                                    Total Expenses:  $925,065
</TABLE>

         Of such expense payments, $388,519 were made directly to Baron
Advisors, Inc., the Managing Shareholder of the Registrant. The remaining
payments of $536,546 were made directly or indirectly to others. The net
offering proceeds to the Registrant after deducting the foregoing total expenses
were $5,520,898.



                                       12
<PAGE>

         From the effective date of the Registration Statement through June 30,
1999, the net offering proceeds to the Registrant were used for the following
purposes:

<TABLE>
         <S>                                                        <C>
         Improvements to buildings and facilities:                  $0

         Purchase and installation of equipment:                    $0

         Repayment of indebtedness:                                 $0

         Working capital:                                           $0

         Temporary investments:                                     $0

         Investment in Baron Capital Properties, L.P.
         (the Operating Partnership) - 6/30/99 value                $4,932,240

         Other purposes for which 5% or more of net
         offering proceeds or $100,000 (whichever
         is less)  have been used:                                  $0
</TABLE>


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         None.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        a) The annual meeting of shareholders of Registrant was held on
           June 22, 1999.
        b) The following were elected to serve as Trustees of registrant for the
           coming year:
           Peter Dickson
           James Bownas
           Baron Advisors, Inc.
        c) The shareholders voted to amend the Declaration of Trust to change
           the record date to a date 7 days prior to the notice of the
           shareholders meeting.  Votes for - 315,697; against - 2,900; and
           abstain - 10,470.


ITEM 5. OTHER INFORMATION

         None


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



                                       2
<PAGE>

         (a)      No exhibits attached.

         (b)      No reports on Form 8-K were filed during the quarter ended
                  June 30, 1999.

         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.


August 12, 1999                      BARON CAPITAL TRUST


                                     By:   /s/  Gregory K. Mcgrath
                                           ------------------------------
                                           Gregory K. McGrath
                                           Chief Executive Officer

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




                                       3