BODDIE NOELL PROPERTIES INC
8-K, 1998-08-07
REAL ESTATE INVESTMENT TRUSTS
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                       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):  July 27, 1998




                          BODDIE-NOELL 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.)



                3850 One First Union Center, Charlotte, NC 28202
               (Address or principal executive offices, Zip Code)


Registrant's telephone number  704/944-0100















                                                   Total number of pages:  4





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Item 2.  Acquisition or Disposition of Assets

OAK HOLLOW APARTMENTS, CARY, NORTH CAROLINA

     Effective July 27, 1998, Boddie-Noell Properties, Inc. (the "Company")
acquired Oak Hollow Apartments, including the property and its operating assets
and liabilities, for an estimated total acquisition cost of approximately $12.3
million, as follows:

       -We made cash payments totaling approximately $2.3 million to former
limited partners of Oak Hollow Apartments Limited Partnership.

       -We issued approximately 106,000 partnership units in Boddie-Noell
Properties Limited Partnership (the "Operating Partnership"), valued at
approximately $1.5 million, to former limited partners of Oak Hollow Apartments
Limited Partnership.

       -We expect to contribute approximately $850,000 to Oak Hollow Apartments
Limited Partnership for payments associated with its liquidation.

       -We assumed first and second deed of trust loan obligations totaling
approximately $7.5 million. We have obtained a commitment to refinance this debt
on more favorable terms in the near future.

       Oak Hollow is located in Cary,  North  Carolina and contains 220 one- and
two-bedroom apartments.

WOODS EDGE APARTMENTS, DURHAM, NORTH CAROLINA

       Effective  June 1, 1998, we acquired Woods Edge  Apartments.  We acquired
the property and its operating  assets and  liabilities  for an estimated  total
acquisition cost of approximately $14.9 million, as follows:

       -We made cash payments totaling approximately $2.3 million to former
limited partners of Woods Edge Apartments Limited Partnership of Durham.
        
       -We issued approximately 191,000 partnership units in the Operating
Partnership, valued at approximately $2.8 million, to former limited partners of
Woods Edge Apartments Limited Partnership of Durham.
      
       -We assumed a long-term debt obligation totaling $9.75 million. A deed of
trust and assignment of rents of Woods Edge Apartments secure the loan. The note
payable provides for interest at 6.95% payable in monthly installments and
matures in 2007.

       Woods Edge is located in Durham, North Carolina and contains 264 one- and
two-bedroom apartment units.


      We are a  self-administered  and self-managed real estate investment trust
that owns and operates  apartment  communities  in North  Carolina and Virginia.
With the  acquisitions  of Woods Edge Apartments and Oak Hollow  Apartments,  we
currently own



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<PAGE>



and operate 11 apartment communities containing 2,692 units, and have the right
to acquire three additional apartment communities containing 476 units. We also
own 47 restaurant properties, which we lease to a third party under a master
lease on a triple-net basis. In addition, we manage five other apartment
communities through an unconsolidated subsidiary. Our executive offices are
located at 3850 One First Union Center, Charlotte, North Carolina 28202-6032,
telephone 704/944-0100.

       The Company is  structured  as an UPREIT,  or umbrella  partnership  real
estate  investment  trust. We are the sole general partner and own a controlling
interest  in the  Operating  Partnership,  through  which we conduct  all of our
operations.

       Our unconsolidated  subsidiary  third-party management company previously
managed both of the properties acquired.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(a)    Financial Statements of Businesses Acquired.

      We will file the audited  financial  statements  required to be filed with
      this  report  on Form  8-K as  soon  as  practicable,  but no  later  than
      September 25, 1998.

(b)    Pro Forma Financial Information.

      We will file the pro forma financial information required to be filed with
      this  report  on Form  8-K as  soon  as  practicable,  but no  later  than
      September 25, 1998.

(c)    Exhibits.

      None.




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                                   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.

                                        Boddie-Noell Properties, Inc.
                                        (Registrant)



August 7, 1998                          by:   /s/ Pamela B. Novak
                                        Pamela B. Novak
                                        Vice President, Controller and
                                        Chief Accounting Officer




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