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): June 1, 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: 3 Item 5. Other Events and Regulation FD Disclosure On June 1, 2004, BNP Residential Properties, Inc. issued a press release announcing that B. Mayo Boddie, citing his age and a desire to scale back on his work-related commitments not related to Boddie-Noell Enterprises, has resigned his position as Director of the Company. Mr. Boddie previously served as Chairman of the Company's Board of Directors from our inception in 1987 through January 2004. The Company has no immediate plans to fill the vacancy created by Mr. Boddie's resignation. 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 June 1, 2004, "BNP Announces Resignation of Director" 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) June 2, 2004 by: /s/ Pamela B. Bruno ----------------------------- Pamela B. Bruno Vice President and Chief Accounting Officer 2