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): January 13, 2004 ---------------- BNP Residential Properties, Inc. (Exact name of registrant as specified in its charter) Maryland 1-9496 56-1574675 -------- ------ ---------- (State of incorporation) (Commission File Number) (IRS Employer Identification No.) 301 S. College Street, Suite 3850, Charlotte, NC 28202 (Address or principal executive offices, Zip Code) Registrant's telephone number 704/944-0100 Total number of pages: 4 Item 5. Other Events and Regulation FD Disclosure On January 13, 2004, BNP Residential Properties, Inc. issued a press release announcing the following organizational changes effective immediately: o B. Mayo Boddie has been named Chairman Emeritus of the Board of Directors in recognition of his long and distinguished service to the Company. Mr. Boddie has resigned his position as Chairman of the Board of Directors. He will continue to serve as a member of the Board of Directors. o Philip S. Payne, Chief Financial Officer and Director, has been elected Chairman of the Board of Directors. Mr. Payne will continue to serve as Chief Financial Officer. A copy of this press release is included as Exhibit 99.1 to this report. Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Press Release, dated January 13, 2004, "BNP Announces Organizational Changes" 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) January 14, 2004 by: /s/ Pamela B. Bruno ---------------------------------------- Pamela B. Bruno Vice President and Chief Accounting Officer 2