UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 13, 2005 --------------------------- BNP RESIDENTIAL PROPERTIES, INC. ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Maryland 1-9496 56-1574675 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) -------------------------------------------------------------------------------- 301 S. College Street, Suite 3850 Charlotte, North Carolina 28202 ------------------------------------------------------------- ----------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (704) 944-0100 -------------------- N/A ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ___ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ___ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ___ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Total number of pages: 3 Item. 8.01 Other Events. Effective May 12, 2005, BNP Residential Properties, Inc. acquired Paces Watch Apartments, located in Mount Pleasant, South Carolina, for a contract price of $20.45 million. In conjunction with this acquisition, we executed a $14.9 million note payable, secured by a mortgage and assignment of rents of the apartment community. On May 12, 2005, we issued a press release announcing and describing this transaction. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included under Item 9.01 in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed "filed" with the Securities and Exchange Commission or incorporated by reference in any registration statement filed by us under the Securities Act of 1933, as amended. Item 9.01 Financial Statements and Exhibits. (c) Exhibits 99.1 Press release dated May 12, 2005, issued by BNP Residential Properties, Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BNP Residential Properties, Inc. (Registrant) May 13, 2005 /s/ Pamela B. Bruno -------------------------------------- Pamela B. Bruno Vice President, Treasurer and Chief Accounting Officer 2