-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K2yyYszdwFyJ/7RUDlxcVdbSdwTvfi41aHyEw18Hn9ls6djevOH7A31Ofxl0T3pD rNlZbCTgtCA8Na/Ia/8pdw== 0001263269-03-000002.txt : 20030915 0001263269-03-000002.hdr.sgml : 20030915 20030915164546 ACCESSION NUMBER: 0001263269-03-000002 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030915 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEIDHORN PETER J CENTRAL INDEX KEY: 0001263269 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 60 THOMAS DRIVE CITY: MANALAPAN STATE: NJ ZIP: 07726 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BNP RESIDENTIAL PROPERTIES INC CENTRAL INDEX KEY: 0000812150 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 561574675 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-41962 FILM NUMBER: 03896082 BUSINESS ADDRESS: STREET 1: C/O BODDIE NOELL PROPERTIES INC STREET 2: 3850 ONE FIRST UNION CENTER CITY: CHARLOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: 7049440100 MAIL ADDRESS: STREET 1: 3850 ONE FIRST UNION CENTER CITY: CHARLOTTE STATE: NC ZIP: 28202 FORMER COMPANY: FORMER CONFORMED NAME: BODDIE NOELL PROPERTIES INC DATE OF NAME CHANGE: 19941020 FORMER COMPANY: FORMER CONFORMED NAME: BODDIE NOELL RESTAURANT PROPERTIES INC DATE OF NAME CHANGE: 19920703 SC 13G 1 pi-13g.txt INITIAL SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Amendment No.: ___ * Name of Issuer: BNP Residential Properties, Inc. Title of Class of Securities: Common Stock, $.01 par value per share CUSIP Number: 05564T103 Date of Event Which Requires Filing of this Statement: September 5, 2003 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) /X/ Rule 13d-1(c) / / Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provide in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. CUSIP Number: 05564T103 1. Name of Reporting Persons I.R.S. Identification No. of Above Persons Peter J. Weidhorn 2. Check the appropriate Box if a Member of a Group a. b. 3. SEC Use Only 4. Citizenship or Place of Organization United States of America Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power: 917,290 (1) (2) 6. Shared Voting Power: 0 7. Sole Dispositive Power: 8,200 8. Shared Dispositive Power: 909,090 (2) Cover-2 9. Aggregate Amount Beneficially Owned by Each Reporting Person 917,290 (1) (2) 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares / / 11. Percent of Class Represented by Amount in Row (9) 13.5% 12. Type of Reporting Person IN (1) Includes 909,090 shares that are directly owned by Preferred Investment I, LLC. Peter J. Weidhorn is the managing member of Preferred Investment I, LLC and may be deemed to have sole voting and shared dispositive power with respect to such shares. (2) The 909,090 shares directly owned by Preferred Investment I, LLC are shares of Series B Cumulative Convertible Preferred Stock of the issuer ("Shares"). Any of such Shares are convertible into Common Stock of the issuer at any time (i) upon redemption by the issuer, (ii) upon a change in control of the issuer, or (iii) after December 28, 2004. Cover-3 CUSIP Number: 05564T103 1. Name of Reporting Persons I.R.S. Identification No. of Above Persons Preferred Investment I, LLC 2. Check the appropriate Box if a Member of a Group a. b. 3. SEC Use Only 4. Citizenship or Place of Organization New Jersey Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power: 909,090 (2) 6. Shared Voting Power: 0 7. Sole Dispositive Power: 909,090 (2) 8. Shared Dispositive Power: 0 Cover-4 9. Aggregate Amount Beneficially Owned by Each Reporting Person 909,090 (2) 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares / / 11. Percent of Class Represented by Amount in Row (9) 13.4% 12. Type of Reporting Person 00 (2) 909,090 shares are directly owned by Preferred Investment I, LLC and are shares of Series B Cumulative Convertible Preferred Stock of the issuer ("Shares"). Any of such Shares are convertible into Common Stock of the issuer at any time (i) upon redemption by the issuer, (ii) upon a change in control of the issuer, or (iii) after December 28, 2004. Cover-5 Item 1 (a) Name of Issuer: BNP Residential Properties, Inc. (b) Address of Issuer's Principal Executive Offices: 301 S. College Street Suite 3850 Charlotte, NC 28202-6024 Item 2 (a)-(c) Name, Address of Principal Business office, and Citizenship of Persons Filing: Peter J. Weidhorn and Preferred Investment I, LLC c/o Westminster Management 18 Columbia Turnpike Florham Park, New Jersey 07932 Peter J. Weidhorn is a citizen of the United States of America. Preferred Investment I, LLC is a limited liability company formed under the laws of the State of New Jersey (d) Title of Class of Securities: Common Stock, $.01 par value per share (e) CUSIP Number: 05564T103 Item 3. If this statement is filed pursuant to Rule 13d-1(b) (1) or 13d-2(b) or (c) check whether the person filing is: Not Applicable. If this statement is filed pursuant to Rule 13d-1(c), check this box. /X/ Item 4. Ownership. (a) Amount Beneficially Owned: 917,290 (1) (2) (b) Percent of Class: 13.5% 6 (c) Number of Shares as to which the person has: (i) Sole Power to vote or direct the vote: 917,290 (1) (2) (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 8,200 (iv) Shared power to dispose or to direct the disposition of: 909,090 (2) Item 5. Ownership of Five Percent or Less of a Class. Not Applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not Applicable. Item 8. Identification and Classification of Members of the Group. Not Applicable. Item 9. Notice of Dissolution of Group. Not Applicable. 7 Item 10. Certification for Rule 13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. September 15, 2003 /s/ Peter J. Weidhorn ---------------------------------------- PETER J. WEIDHORN PREFERRED INVESTMENT I, LLC September 15, 2003 By: /s/ Peter J. Weidhorn ------------------------------------- Peter J. Weidhorn, its Managing Member 8 EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 Joint Filing Agreement 9 EX-99 3 pi-13gex99.txt JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT We, the signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that such statement is filed, and any amendments thereto filed by either or both of us will be filed, on behalf of each of us. Dated: September 15, 2003 /s/ Peter J. Weidhorn ---------------------------------------------- PETER J. WEIDHORN PREFERRED INVESTMENT I, LLC By: /s/ Peter J. Weidhorn ------------------------------------------- Peter J. Weidhorn, its Managing Member -----END PRIVACY-ENHANCED MESSAGE-----