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) August 4, 2005 --------------------------- BNP RESIDENTIAL PROPERTIES, INC. - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Maryland 1-9496 56-1574675 - ------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) 301 S. College Street, Suite 3850 Charlotte, North Carolina 28202 - ------------------------------------------------------ --------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (704) 944-0100 --------------------- N/A - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): _____ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) _____ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) _____ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) _____ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Total number of pages: 11 Item 2.02 Results of Operations and Financial Condition On August 4, 2005, BNP Residential Properties, Inc. issued a press release announcing the results of operations and financial condition of the company as of and for the quarter and six months ended June 30, 2005. A copy of this press release is included as Exhibit 99.1 to this report. Item 9.01 Financial Statements and Exhibits (c) Exhibits 99.1 Press Release, dated August 4, 2005, "BNP Residential Properties, Inc. Announces Operating Results for the Second Quarter of 2005" 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) August 5, 2005 by: /s/ Pamela B. Bruno ------------------------------------ Pamela B. Bruno Vice President, Treasurer and Chief Financial Officer 2