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 17, 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: 7 Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Shareholder report, mailed May 17, 2004, announcing the results of operations and financial condition of BNP Residential Properties, Inc. as of and for the three months ended March 31, 2004. Item 12. Disclosure of Results of Operations and Financial Condition On May 17, 2004, BNP Residential Properties, Inc. issued a shareholder report announcing the results of operations and financial condition of the company as of and for the quarter ended March 31, 2004. A copy of this report is included as Exhibit 99.1 to this report. 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 18, 2004 by: /s/ Pamela B. Bruno ------------------------------------- Pamela B. Bruno Vice President, Controller and Chief Accounting Officer 2