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): April 24, 2000
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BNP RESIDENTIAL PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Maryland 1-9496 56-1574675
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(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
formerly Boddie-Noell Properties, Inc.
(Former name)
Total number of pages: 5
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Item 5. Other Events
Effective April 24, 2000, Boddie-Noell Properties, Inc. has changed its
name to BNP Residential Properties, Inc. We believe the new name more clearly
reflects our business activities and will eliminate the confusion that has
existed because of the similarity of our former name to that of Boddie-Noell
Enterprises, a privately held corporation headquartered in Rocky Mount, North
Carolina. Our stock symbol will continue to be BNP, and our stock will continue
to trade on the American Stock Exchange.
Also effective April 24, 2000, Boddie-Noell Properties Limited
Partnership has changed its name to BNP Residential Properties Limited
Partnership.
BNP Residential Properties, Inc. is structured as an UpREIT, or
umbrella partnership real estate investment trust. We are the sole general
partner and own a controlling interest in BNP Residential Properties Limited
Partnership, through which we conduct all of our operations.
Our Annual Report on Form 10-K was filed on March 28, 2000, under our
former name, Boddie-Noell Properties, Inc. Our Annual Report to Shareholders and
our Proxy Statement for Annual Meeting of Shareholders to be held May 25, 2000,
which we expect to mail to shareholders on April 25, 2000, will reflect our new
name, BNP Residential Properties, Inc.
Item 7. Exhibits
Exhibit No.
3.1 Amendment to Articles of Incorporation of Boddie-Noell
Properties, Inc. dated April 24, 2000.
10.1 Amendment to First Amended and Restated Agreement of Limited
Partnership of Boddie-Noell Properties Limited Partnership
dated April 24, 2000.
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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.
BNP Residential Properties, Inc.
(formerly Boddie-Noell Properties, Inc.)
(Registrant)
April 24, 2000 by: /s/ Pamela B. Bruno
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Pamela B. Bruno
Vice President, Controller and
Chief Accounting Officer
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Exhibit 3.1
AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
Boddie-Noell Properties, Inc.
Pursuant to Section 2-605 of the Maryland General Corporation Law, the
undersigned corporation hereby submits the following for the purpose of amending
its Articles of Incorporation.
1. The name of the corporation is Boddie-Noell Properties, Inc.
2. Article II is hereby amended to read:
The name of the corporation (the "Corporation") is BNP Residential
Properties, Inc.
3. This amendment was adopted by a majority of the entire board of
directors at a meeting on April 14, 2000.
4. This amendment is limited to a change expressly authorized by Section
2-605 of the Maryland General Corporation Law to be made without action
by the stockholders.
5. This amendment will be effective on the date and time of filing.
IN WITNESS WHEREOF, the duly authorized officer has executed these
Amendments to the Articles of Incorporation, this the 24th day of April, 2000.
ATTEST:
/s/ Philip S. Payne /s/ D. Scott Wilkerson
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Philip S. Payne D. Scott Wilkerson
Asst. Secretary President
[CORPORATE SEAL]
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Exhibit 10.1
AMENDMENT TO
FIRST AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
Boddie-Noell Properties Limited Partnership
As of this 24th day of April, 2000, the First Amended and Restated
Agreement of Limited Partnership of Boddie-Noell Properties Limited Partnership
(the "Limited Partnership"), dated as of September 19, 1997, as amended (the
"Agreement"), is hereby amended pursuant to Section 2.2 and 14.1.B thereof to
reflect the change of the name of the Limited Partnership by the direction of
the general partner, BNP Residential Properties, Inc., formerly known as
Boddie-Noell Properties, Inc. (the "General Partner"). The new name is "BNP
Residential Properties Limited Partnership." Capitalized terms used in this
Amendment shall have the meanings assigned to them by the Agreement.
General Partner
BNP Residential Properties, Inc.
/s/ D. Scott Wilkerson
D. Scott Wilkerson
President
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