Boddie-Noell Properties, Inc. Declares Dividend Distribution Of Preferred Share Purchase Rights

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Boddie-Noell Properties, Inc. Declares Dividend Distribution Of Preferred Share Purchase Rights
    CHARLOTTE, N.C., March 18 /PRNewswire/ -- The Board of Directors of
Boddie-Noell Properties, Inc. (Amex: BNP) has declared a dividend distribution
of one Preferred Share Purchase Right on each outstanding share of Boddie-
Noell common stock.
    B. Mayo Boddie, Chairman of the Board of Boddie-Noell, stated: "The Rights
are designed to assure that all of our shareholders receive fair and equal
treatment in the event of any proposed takeover of the Company and to guard
against partial tender offers, squeeze-outs, open market accumulations and
other abusive tactics to gain control of Boddie-Noell without paying all
shareholders a control premium."
    The Rights will be exercisable only if a person or group acquires 15% or
more of Boddie-Noell common stock or announces a tender offer the consummation
of which would result in ownership by a person or group of 15% or more of the
common stock. Each Right will entitle shareholders to buy one one-hundredth of
a share of a new series of junior participating preferred stock at an exercise
price of $36.
    If Boddie-Noell is acquired in a merger or other business combination
transaction after a person has acquired 15% or more of the Company's
outstanding common stock, each Right will entitle its holder to purchase, at
the Right's then-current exercise price, a number of the acquiring company's
common shares having a market value of twice such price. In addition, if a
person or group acquires 15% or more of Boddie-Noell's outstanding common
stock, each Right will entitle its holder (other than such person or members
of such group) to purchase, at the Right's then-current exercise price, a
number of Boddie-Noell's common shares having a market value of twice such
price.
    Following the acquisition by a person or group of beneficial ownership of
15% or more of the Company's common stock and prior to an acquisition of
50% or more of the common stock, the Board of Directors may exchange the
Rights (other than Rights owned by such person or group), in whole or in part,
at an exchange ratio of one share of common stock (or one one-hundredth of a
share of the new series of junior participating preferred stock) per Right.
    Prior to the acquisition by a person or group of beneficial ownership of
15% or more of the Company's common stock, the Rights are redeemable for one
cent per Right at the option of the Board of Directors.
    The Board of Directors is also authorized to reduce the 15% thresholds
referred to above to not less than 10%.
    The Rights are intended to enable all Boddie-Noell shareholders to realize
the long-term value of their investment in the Company. They will not prevent
a takeover, but should encourage anyone seeking to acquire the Company to
negotiate with the Board prior to attempting a takeover.
    The dividend distribution will be made on March 29, 1999, payable to
shareholders of record on that date. The Rights will expire on March 29, 2009.
The Rights distribution is not taxable to shareholders.
    Boddie-Noell Properties, Inc. is a real estate investment trust focused on
owning and operating apartment communities.  We own and operate fifteen
apartment communities containing a total of 3,440 apartments.  We also have
the right to acquire an additional apartment community containing 108 units,
which is currently under construction.  BNP Management, Inc., an
unconsolidated subsidiary, provides third-party management services for four
apartment communities, containing a total of 891 apartments, and one shopping
center.  In addition to our apartment properties, we own 47 restaurant
properties, which are leased on a triple net basis to a restaurant operator.
We, along with our management subsidiary, operate in the states of North
Carolina and Virginia.
    You may e-mail information requests to our investor relations department
at investor.relations @bnproperties.com or visit our website at
http://www.bnproperties.com .
SOURCE Boddie-Noell Properties, Inc.
http://www.bnproperties.com
CONTACT:
Philip S. Payne, Executive Vice President &
CFO of Boddie-Noell Properties, Inc., 704-944-2020 or fax,
704-944-2039