UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No.: 2 * (1)
Name of Issuer: BNP Residential Properties, Inc.
Title of Class of Securities: Common Stock, $.01 par value per share
CUSIP Number: 05564T103
Date of Event Which Requires Filing of this Statement:
November 14, 2005
Check the appropriate box to
designate the rule pursuant
to which this Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be
filled out for a reporting person's
initial filing on this form with respect
to the subject class of securities, and
for any subsequent
amendment containing information which
would alter the disclosures
provide in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to
the liabilities of that section of the
Act but shall be subject to all other
provisions of the Act.
(1) This second amendment to Schedule 13G is being filed to correct the
address of the reporting persons contained in the first amendment to
Schedule 13G filed by Peter J. Weidhorn and Preferred Investment I, LLC
with the Securities and Exchange Commission on November 18, 2005 (the
"First Amendment"). This amendment makes no other changes to the First
Amendment.
CUSIP Number: 05564T103
1. Name of Reporting Persons
I.R.S. Identification No. of Above Persons
Peter J. Weidhorn
2. Check the appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Citizenship or Place of Organization
United States of America
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
466,091
6. Shared Voting Power:
0
7. Sole Dispositive Power:
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466,091
8. Shared Dispositive Power:
0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
466,091
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares / /
11. Percent of Class Represented by Amount in Row (9)
4.5%
12. Type of Reporting Person
IN
Cover-3
CUSIP Number: 05564T103
1. Name of Reporting Persons
I.R.S. Identification No. of Above Persons
Preferred Investment I, LLC
2. Check the appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Citizenship or Place of Organization
New Jersey
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
0
6. Shared Voting Power:
0
7. Sole Dispositive Power:
0
8. Shared Dispositive Power:
0
Cover-4
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares / /
11. Percent of Class Represented by Amount in Row (9)
0%
12. Type of Reporting Person
00
Cover-5
Item 1 (a) Name of Issuer: BNP Residential Properties, Inc.
(b) Address of Issuer's Principal Executive Offices:
301 S. College Street
Suite 3850
Charlotte, NC 28202-6024
Item 2 (a)-(c) Name, Address of Principal Business office, and Citizenship of
Persons Filing:
Peter J. Weidhorn and Preferred Investment I, LLC
60 Thomas Drive
Manalapan, NJ 07726
Peter J. Weidhorn is a citizen of the United States of
America. Preferred Investment I, LLC is a limited liability
company formed under the laws of the State of New Jersey
(d) Title of Class of Securities: Common Stock, $.01 par value per
share
(e) CUSIP Number: 05564T103
Item 3. If this statement is filed pursuant to Rule 13d-1(b) (1) or 13d-2(b) or
(c) check whether the person filing is: Not Applicable.
Item 4. Ownership.
(a) Amount Beneficially Owned:
466,091
(b) Percent of Class:
4.5%
(c) Number of Shares as to which the person has:
(i) Sole Power to vote or direct the vote: 466,091
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(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
466,091
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [ X ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
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Item 10. Certification for Rule 13d-1(c): By signing below I certify that, to
the best of my knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
November 21, 2005 /s/ Peter J. Weidhorn
--------------------------------------------
PETER J. WEIDHORN
PREFERRED INVESTMENT I, LLC
November 21, 2005 By: /s/ Peter J. Weidhorn
-----------------------------------------
Peter J. Weidhorn, its
Managing Member
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Joint Filing Agreement
9