BNP RESIDENTIAL PROPERTIES INC (Form Type: 8-K, Filing Date: 07/09/2004)

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 29, 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: 5

Item 5. Other Events ACQUISITION OF CARRIAGE CLUB APARTMENTS Effective June 29, 2004, BNP Residential Properties acquired Carriage Club Apartments located in Mooresville, North Carolina. We acquired this community from Carriage Club at Bluefield Downs LLC, an unaffiliated party, for a contract price of $19,650,000, paid in cash. The 22.5-acre property consists of 268 one-, two-, and three-bedroom apartment homes. The property also includes a swimming pool, exercise facility and tennis court. At the acquisition date, physical occupancy was approximately 94%, with an average base rental rate on occupied units of approximately $680 per month. We expect to spend approximately $200,000 for acquisition improvements at this community during the next 12 to 24 months. We funded the Carriage Club acquisition by the placement of a $14.9 million first deed of trust loan from Wachovia Bank, N.A. at a fixed rate of 5.15% for a five-year term, along with a draw on our line of credit secured by Latitudes Apartments. ACQUISITION OF SAVANNAH SHORES APARTMENTS Effective July 1, 2004, we acquired Savannah Shores Apartments located in Myrtle Beach, South Carolina. We acquired this community from CGY Properties LLC, two members of which are members of our Board of Directors. Prior to this transaction, we managed the acquired property under a third-party management contract. The initial purchase price is $12.5 million, including: o the assumption of approximately $12.4 million in debt and other liabilities; and o the issuance of 7,695 partnership units in BNP Residential Properties Limited Partnership, which we refer to as the Operating Partnership. The imputed value of these partnership units was $13.00 per unit, or approximately $100,000. There is the potential for an earn-out of additional purchase price of up to $1.7 million within a three-year period, upon attainment of certain performance standards, which would be funded through the issuance of up to 130,769 units of the Company's operating partnership at an imputed value of $13.00 per unit. On July 1, 2004, we refinanced the existing $12.1 million debt through the placement of a $9.0 million first deed of trust loan from SouthTrust Bank, at a variable rate of LIBOR plus 1.8% for a three-year term with a two-year extension, along with a draw on our line of credit secured by Latitudes Apartments. The 13.1-acre property consists of 198 one-, two-, and three-bedroom apartment homes. It also includes a swimming pool, tennis courts and exercise facility. At the acquisition date, physical occupancy was approximately 94%, with an average base rental rate on occupied units of approximately $727 per month. We expect to spend approximately $200,000 for acquisition improvements at this community during the next 12 to 24 months. BNP Residential Properties, Inc. is a real estate investment trust focused on owning and operating apartment communities. Following these acquisitions, BNP now owns and operates 23 2

apartment communities containing 5,671 apartments and provides third-party management services for seven multi-family communities containing 1,799 units. In addition to the apartment properties, BNP owns 40 restaurant properties that we lease on a triple-net basis to a restaurant operator. We currently operate in the states of North Carolina, South Carolina and Virginia. BNP Residential Properties, Inc. is structured as an UPREIT, or umbrella partnership real estate investment trust. The Company is the sole general partner and owns a controlling interest in the Operating Partnership. All of the Company's operations are conducted through the Operating Partnership. We issued press releases on June 30, 2004 and July 1, 2004, to announce these transactions. Copies of these press releases are included as Exhibit 99.1 and Exhibit 99.2, respectively, of this report. Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Press Release, dated June 30, 2004, "BNP Residential Properties Announces the Acquisition of Carriage Club Apartments" 99.2 Press Release, dated July 1, 2004, "BNP Residential Properties Announces the Acquisition of Savannah Shores Apartments" 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) July 9, 2004 by: /s/ Pamela B. Bruno ----------------------------------------- Pamela B. Bruno Vice President, Chief Accounting Officer 3

BNP RESIDENTIAL PROPERTIES, INC. Exhibit 99.1 301 South College Street - Suite 3850 Charlotte, North Carolina 28202-6024 Contact: Philip S. Payne Chairman & Chief Financial Officer Tel: (704) 944-0100 Fax: (704) 944-2039 PRESS RELEASE FOR IMMEDIATE RELEASE BNP RESIDENTIAL PROPERTIES ANNOUNCES THE ACQUISITION OF CARRIAGE CLUB APARTMENTS Charlotte, North Carolina June 30, 2004 BNP Residential Properties, Inc. (AMEX: BNP) today announced the acquisition of Carriage Club Apartments in Mooresville, North Carolina, for a contract purchase price of $19,650,000. The property consists of 268 one, two and three bedroom apartment homes and includes a swimming pool, exercise facility, and tennis court. The property was funded by the placement of a $14.9 million first deed of trust loan from Wachovia Bank, N.A. The remainder was funded by a draw on our existing line of credit. Company Overview: BNP Residential Properties, Inc. is a real estate investment trust focused on owning and operating apartment communities. Following the acquisition announced today, BNP now owns and operates 22 apartment communities containing a total of 5,473 apartments and provides third-party management services for 8 apartment communities containing a total of 2,061 apartments. In addition to the apartment properties, the Company owns 40 restaurant properties that are leased on a triple-net basis to a restaurant operator. The Company currently operates in the states of North Carolina, South Carolina and Virginia. BNP Residential Properties, Inc. is structured as an UPREIT or umbrella partnership real estate investment trust. The Company is the sole general partner and owns a controlling interest in BNP Residential Properties Limited Partnership, the operating partnership. All of the Company's operations are conducted through the operating partnership. More information may be obtained by calling the company's Corporate Offices at (704) 944-0100 or on the Internet through the company website at www.bnp-residential.com. Information requests may be e-mailed to the investor relations department at investor.relations@bnp-residential.com. 4

BNP RESIDENTIAL PROPERTIES, INC. Exhibit 99.2 301 South College Street - Suite 3850 Charlotte, North Carolina 28202-6024 Contact: Philip S. Payne Chairman & Chief Financial Officer Tel: (704) 944-0100 Fax: (704) 944-2039 PRESS RELEASE FOR IMMEDIATE RELEASE BNP RESIDENTIAL PROPERTIES ANNOUNCES THE ACQUISITION OF SAVANNAH SHORES APARTMENTS Charlotte, North Carolina July 1, 2004 BNP Residential Properties, Inc. (AMEX: BNP) today announced the acquisition of Savannah Shores Apartments in Myrtle Beach, South Carolina, for a base purchase price of $12.5 million. The property consists of 198 one, two and three bedroom apartment homes and includes a swimming pool, tennis court, and fitness center. The property was acquired through the issuance of 7,695 units in the Company's operating partnership, BNP Residential Properties Limited Partnership, and the assumption of $12.4 million in debt and other liabilities. Following the acquisition, we refinanced the debt through the placement of a $9.0 million first deed of trust loan from SouthTrust Bank. The remainder was funded by a draw on our existing line of credit. There is the potential for an earn-out of an additional $1.7 million within a three-year period upon attainment of certain performance standards, which would be funded through the issuance of 130,769 units of the Company's operating partnership. The properties were acquired from a private investment group. Two members of the selling group, Paul G. Chrysson and Michael G. Gilley, currently serve on the Company's board of directors. Prior to this transaction, the Company managed the property under a third-party management contract. Company Overview: BNP Residential Properties, Inc. is a real estate investment trust focused on owning and operating apartment communities. Following the acquisition announced today, BNP now owns and operates 23 apartment communities containing a total of 5,671 apartments and provides third-party management services for 7 apartment communities containing a total of 1,799 apartments. In addition to the apartment properties, the Company owns 40 restaurant properties that are leased on a triple-net basis to a restaurant operator. The Company currently operates in the states of North Carolina, South Carolina and Virginia. BNP Residential Properties, Inc. is structured as an UPREIT or umbrella partnership real estate investment trust. The Company is the sole general partner and owns a controlling interest in BNP Residential Properties Limited Partnership, the operating partnership. All of the Company's operations are conducted through the operating partnership. More information may be obtained by calling the company's Corporate Offices at (704) 944-0100 or on the Internet through the company website at www.bnp-residential.com. Information requests may be e-mailed to the investor relations department at investor.relations@bnp-residential.com. 5