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) September 16, 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: 4
Item 4.01 Changes in Registrant's Certifying Accountant.
(a) On September 16, 2005, BNP Residential Properties, Inc. (the
Company) dismissed Ernst & Young LLP as the principal accountant to audit the
Company's consolidated financial statements. The Audit Committee of the Board of
Directors of the Company approved the decision to change accountants.
Ernst & Young LLP's reports on the Company's consolidated financial
statements for the years ended December 31, 2004 and 2003 did not contain an
adverse opinion or a disclaimer of opinion, nor were such reports qualified or
modified as to uncertainty, audit scope, or accounting principles.
In connection with Ernst & Young LLP's audits of the Company's
consolidated financial statements for the years ended December 31, 2004 and
2003, and through September 16, 2005, there have been no disagreements between
the Company and Ernst & Young LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Ernst & Young LLP, would
have caused Ernst & Young LLP to make reference to the subject matter of such
disagreement in its reports. No "reportable events" (as defined by Item
304(a)(1)(v) of Regulation S-K) occurred during the two most recent fiscal years
and through September 16, 2005.
We have requested that Ernst & Young LLP furnish the Company with a
letter addressed to the U.S. Securities and Exchange Commission and stating
whether Ernst & Young LLP agrees with the above statements and, if not,
identifying the respects in which Ernst & Young LLP does not agree. A copy of
Ernst & Young LLP's letter is attached hereto as Exhibit 16.
(b) On September 21, 2005, the Company's Audit Committee engaged Grant
Thornton LLP as the new principal accountant to audit the Company's consolidated
financial statements. The Company did not, nor did anyone on its behalf, consult
with Grant Thornton during the years ended December 31, 2004 and 2003, and
through September 21, 2005, regarding the application of accounting principles
to a specified transaction, either completed or proposed, the type of audit
opinion that might be rendered on the Company's financial statements, any matter
being the subject of a disagreement or "reportable event," or any other matter
described in Item 304(a)(2) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
16 Letter of Ernst & Young LLP, dated as of September 21, 2005,
as the former principal independent registered public
accountant of the Company.
2
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)
September 21, 2005 by: /s/ Pamela B. Bruno
------------------------------------
Pamela B. Bruno
Vice President, Treasurer and
Chief Financial Officer
3