<PAGE> 1
COUSINS PROPERTIES INCORPORATED
2500 WINDY RIDGE PARKWAY, SUITE 1600
MARIETTA, GEORGIA 30067
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 26, 1994
TO THE STOCKHOLDERS OF COUSINS PROPERTIES INCORPORATED:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Cousins Properties Incorporated (the "Company") will be held on Tuesday, April
26, 1994, at 10:00 a.m., local time, at 6350 North Point Parkway, Suite 610,
Alpharetta, Georgia 30202 (Suite 610, North Point Market Shopping Center), for
the following purposes:
(1) To elect six (6) Directors;
(2) To consider and act upon a proposal to amend the 1989
Stock Option Plan ("Plan") so as to (i) increase the number of shares
initially reserved under such plan from one million to two million
shares, (ii) extend the Plan to employees of Cousins/New Market
Development Company, Inc. ("CNM") or any other subsidiary of Cousins
Real Estate Corporation and (iii) to conform Internal Revenue Code
references in the Plan to the current numbering system of such code;
(3) To consider and act upon a proposal to ratify the
appointment of Arthur Andersen & Co. as the Company's independent
auditors for the year ending December 31, 1994; and
(4) To transact such other business as may properly come
before the meeting or any adjournments thereof.
Only stockholders of record at the close of business on March 11,
1994, will be entitled to notice of and to vote at the meeting. A list of
stockholders as of the close of business on March 11, 1994 will be available at
the Annual Meeting of Stockholders for examination by any stockholder, his
agent or his attorney.
Your attention is directed to the Proxy Statement submitted with this notice.
By Order of the Board of Directors.
TOM G. CHARLESWORTH
Secretary
Marietta, Georgia
March 29, 1994
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING YOU ARE URGED TO VOTE,
DATE AND SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED POSTAGE PAID
ENVELOPE. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY REVOKE THE PROXY AND VOTE
YOUR SHARES IN PERSON.
<PAGE> 2
COUSINS PROPERTIES INCORPORATED
2500 WINDY RIDGE PARKWAY, SUITE 1600
MARIETTA, GEORGIA 30067
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 26, 1994
The accompanying proxy is solicited by the Board of Directors of
Cousins Properties Incorporated (the "Company") for use at the Annual Meeting
of Stockholders (the "Annual Meeting") to be held on April 26, 1994, at 10:00
a.m. local time, at 6350 North Point Parkway, Suite 610, Alpharetta, Georgia
30202 (Suite 610, North Point Market Shopping Center), and any adjournments
thereof. The cost of the solicitation shall be borne by the Company. When
such proxy is properly executed and returned, the shares it represents will be
voted at the meeting and, where a choice has been specified on the proxy, will
be voted in accordance with such specification. If no choice is specified on
the proxy with respect to any particular matter to be acted upon, the shares
represented by the proxy will be voted in favor of such matter. The presence
of holders of a majority of the outstanding shares of Common Stock will
constitute a quorum for the transaction of business at the Annual Meeting.
Broker non-votes are neither counted in establishing a quorum nor voted for or
against matters presented for stockholder consideration. Consequently, such
non-votes have no effect on the outcome of any vote. Abstentions with respect
to a proposal are counted for purposes of establishing a quorum. Abstentions,
however, are neither counted for or against matters presented for stockholder
consideration, and as a result have no effect on the outcome of any vote. Any
stockholder giving a proxy has the power to revoke it at any time before it is
voted. Revocation of a proxy is effective upon receipt by the Secretary of the
Company of either (i) an instrument revoking it or (ii) a duly executed proxy
bearing a later date. A stockholder who is present at the Annual Meeting may
also revoke his proxy and vote in person if he so desires.
Only stockholders of record as of the close of business on March 11,
1994 will be entitled to vote at the Annual Meeting. As of that date, the
Company had outstanding 27,842,415 shares of common stock, each share being
entitled to one vote. No cumulative voting rights are authorized and
dissenters' rights for stockholders are not applicable to the matters being
proposed. The approximate date on which this Proxy Statement and the
accompanying form of proxy are first being given or sent to stockholders is
March 29, 1994.
ELECTION OF DIRECTORS
The Board has fixed the number of Directors which shall constitute the
full Board for the ensuing year at six and recommends the election of the
nominees listed below, to hold office until the next annual meeting and until
their successors are duly elected and qualified. All of such nominees except
Mr. Brown and Mr. Salomon are members of the present Board and were elected by
the stockholders at the last Annual Meeting. Sam Ayoub and Cecil D. Conlee are
currently members of the Board but are not standing for election for the
ensuing year. If, at the time of the Annual Meeting, any such nominees
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should be unable to serve or, for good cause will not serve, the persons named
in the proxy will vote for such substitute nominees or vote to reduce the
number of Directors for the ensuing year, as the Board recommends. The Board
has no reason to believe that any substitute nominee or nominees will be
required. The proxy solicited hereby cannot be voted for the election of a
person to fill a directorship for which no nominee is named in this Proxy
Statement. The affirmative vote of a majority of the shares represented at the
meeting and entitled to vote is required to elect the Directors.
Pursuant to the Company's Bylaws the Directors could, by a majority
vote, increase the number of Directors to up to 12 and fill the vacancies
resulting from the increase until the next Annual Meeting. The Directors have
not identified any specific persons as potential candidates to add as a
Director.
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth the name of each Director nominee, his
age, the year he was first elected as a Director, the number of shares of
common stock of the Company beneficially owned by him as of February 1, 1994,
the percent of the common stock of the Company so owned, a brief description
of his principal occupation and business experience during the last five years,
directorships of certain publicly held companies presently held by him and
certain other information.
Under the rules of the Securities and Exchange Commission, a person is
deemed to be a "beneficial owner" of a security if that person has or shares
"voting power," which includes the power to vote, or direct the voting of,
such security, or "investment power," which includes the power to dispose of,
or to direct the disposition of, such security. A person is also deemed to be
a beneficial owner of any securities of which that person has the right to
acquire beneficial ownership within sixty days. Under these rules, more than
one person may be deemed to be a beneficial owner of the same securities, and a
person may be deemed to be a beneficial owner of securities as to which he has
no beneficial interest. Except as indicated in the notes to the following
table, the persons indicated possessed sole voting and investment power with
respect to all shares set forth opposite their names.
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
FIRST BENEFICIALLY
YEAR OWNED AS OF
ELECTED INFORMATION FEBRUARY 1, PERCENT OF
NAME AGE DIRECTOR CONCERNING NOMINEES (1) 1994 (1) CLASS
---- --- -------- ----------------------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Bennett A. Brown 64 *** Director of Georgia Power Company; 12,050 **
and Confederation Life Insurance
Company. Formerly Chairman of
NationsBank. Formerly Chairman and
Chief Executive Officer of C&S/Sovran
Corporation; and the Citizens and
Southern Corporation.
</TABLE>
2
<PAGE> 4
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
FIRST BENEFICIALLY
YEAR OWNED AS OF
ELECTED INFORMATION FEBRUARY 1, PERCENT OF
NAME AGE DIRECTOR CONCERNING NOMINEES (1) 1994 (1) CLASS
---- --- -------- ----------------------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Richard W. Courts, II* 58 1985 Chairman of Atlantic Realty 1,252,949 (2) 4.50
Company (real estate
development/ investments)
for at least the last five
years. Director of Southern
Mills, Inc.; Trust Company of
Georgia; and Trust Company
Bank.
Thomas G. Cousins 62 1962 Chairman of the Board, 5,237,700 (3) 18.79
President and Chief
Executive Officer of the
Company; has been employed
by Cousins since its inception.
Director of NationsBank; and
Shaw Industries, Inc.
Henry C. Goodrich* 73 1985 Chairman of Richgood 5,002 (4) **
Corporation (investments)
for at least the last five years.
Director of Temple-Inland Inc.
until December 31, 1993.
Formerly Chief Executive Officer
of Sonat, Inc.
Boone A. Knox* 57 1969 Chairman of Allied Bankshares, 140,078 (5) **
Inc. for at least the last five years.
Richard E. Salomon 51 *** Managing Director of Spears, Benzak, 43,194 (6) **
Salomon & Farrell, Inc. for at least
the last five years. Director of Morgan
Stanley Emerging Markets Growth
Fund; and Morgan Stanley India
Investment Fund, Inc.
</TABLE>
* Member of the Audit Committee and the Compensation, Succession,
Nominating and Board Structure Committee of the Board of Directors.
** Less than 1%.
*** This nominee has not previously served on the Board of Directors.
(1) Based upon information furnished by the respective nominees.
(2) Includes 105,553 shares owned by an estate for which Mr. Courts is the sole
executor. Includes 1,141,650 shares as to which Mr. Courts shares voting
and investment power. Of these shares,
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1,127,250 shares (4.05%) are owned by Atlantic Realty Company and 14,400
shares are held by Mr. Courts as custodian for his children. By virtue of
his position with Atlantic Realty Company, Mr. Courts may be deemed to have
sole voting and investment power of the shares owned by Atlantic Realty
Company. Does not include 5,809 shares owned by Mr. Courts' wife, as to
which Mr. Courts disclaims beneficial interest.
(3) Does not include 457,943 shares owned by Mr. Cousins' wife, as to which Mr.
Cousins disclaims beneficial interest. Includes 129,294 shares as to which
Mr. Cousins shares voting and investment power. Because of his beneficial
ownership and management position, Mr. Cousins may be deemed to be a
control person, as that term is defined by the rules of the Securities and
Exchange Commission, of the Company.
(4) Does not include 26,000 shares owned by Mr. Goodrich's wife, as to which
Mr. Goodrich disclaims beneficial interest.
(5) Includes 63,194 shares owned by the Knox Foundation, of which Mr. Knox is
trustee, and 351 shares owned by BT Investments, a partnership of which Mr.
Knox is a general partner, as to which Mr. Knox shares voting and
investment power.
(6) Includes 21,104 shares as to which Mr. Salomon shares voting and investment
power. Does not include 1,903,792 shares beneficially owned by Spears,
Benzak, Salomon & Farrell, an investment advisor, as to which Mr. Salomon
disclaims beneficial interest. See table in the "Principal Stockholders"
section of this Proxy Statement with respect to said shares.
There are no family relationships among the Directors or Executive
Officers of the Company.
The Board of Directors held 4 regular meetings and two special
meetings during 1993. The Board had two standing committees -- the Audit
Committee and the Compensation, Succession, Nominating and Board Structure
Committee. Each Committee held at least one meeting during 1993. Each
Director attended at least 75% of all Board of Directors and Committee
meetings.
As described under Committee Report on Compensation, the Compensation,
Succession, Nominating and Board Structure Committee sets and administers the
policies that govern executive compensation. This committee also has oversight
over the Company's management succession and development programs and has
oversight over all personnel related matters involving senior officers of the
Company. This committee also makes recommendations regarding composition and
size of the Board of Directors, reviews qualifications of Board candidates and
the effectiveness of incumbent directors, recommends a schedule of fees, tenure
and retirement of Board members, recommends a slate of officers of the Company
annually, and recommends from time to time the removal and promotion of such
officers as well as the appointment of replacements.
The Audit Committee makes recommendations concerning the engagement or
discharge of the Company's independent auditors, reviews with the independent
auditors the audit plan and results of the audit engagement, reviews the scope
and results of the Company's internal auditing procedures and the adequacy of
its accounting controls, reviews the independence of the independent auditors
and considers the reasonableness of the independent auditors' audit and
non-audit fees.
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The following table sets forth the number and percentage of shares of
common stock of the Company beneficially owned by the four most highly
compensated Executive Officers of the Company other than the Chief Executive
Officer, who is included above, and by all Officers and Directors of the
Company as a group, as of February 1, 1994.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED ON
NAME FEBRUARY 1, 1994 (1) PERCENT OF CLASS
---- -------------------- ----------------
<S> <C> <C>
Vipin L. Patel,
Senior Executive Vice President 463,599 (1) 1.65%
Daniel M. DuPree,
Senior Vice President 5,833 *
Peter A. Tartikoff,
Senior Vice President - Finance 87,757 (2) *
John L. Murphy,
Senior Vice President 31,988 (3) *
Total for all Executive Officers and
Directors as a group (15 persons) 7,325,545 (4) 25.90%
</TABLE>
_____________
* Less than 1%
(1) Includes 55,257 shares held by the Company's Profit Sharing Plan in other
than self-directed accounts. Mr. Patel, as co-trustee of that Plan, shares
voting and investment power with respect to such shares. Mr. Patel has no
beneficial interest in any of those shares. The above total also includes
323,557 shares subject to presently exercisable options.
(2) Includes 55,257 shares held by the Company's Profit Sharing Plan in other
than self-directed accounts. Mr. Tartikoff, as co-trustee of that Plan,
shares voting and investment power with respect to such shares. Mr.
Tartikoff has no beneficial interest in any of those shares. The above
total also includes 31, 000 shares subject to presently exercisable
options.
(3) Includes 25,400 shares subject to presently exercisable options.
(4) Includes a total of 442,957 shares subject to presently exercisable stock
options. Includes 1,393,260 shares as to which Executive Officers and
Directors share voting and investment power with others. Does not include
489,752 shares owned by wives and other affiliates of Executive Officers
and Directors, as to which such Executive Officers and Directors disclaim
beneficial interest. Includes shares of current Directors and excludes
shares of nominees who are not currently Directors.
Mr. Daniel M. DuPree served as a general partner of Merchant's Walk
Associates Limited Partnership, a Florida limited Partnership unrelated to the
Company, which filed for bankruptcy under the federal bankruptcy laws in 1992.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following information is furnished with respect to the Chief
Executive Officer and each of the other four most highly compensated Executive
Officers of the Company (collectively, the "Named Executive Officers") whose
aggregate salary plus bonuses paid by the Company, Cousins Real Estate
Corporation ("CREC") and Cousins/New Market Development Company, Inc. ("CNM")
exceeded $100,000 during the year ended December 31, 1993. The salary and
bonus columns have been adjusted for 1991 and 1992 to include compensation paid
by Cousins Management, Inc., which was acquired by the Company in November
1992.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION (1) LONG TERM COMPENSATION
----------------------- ----------------------
# OF
OPTIONS/ ALL OTHER
SARS LTIP COMPENSATION
NAME YEAR SALARY(2) BONUS AWARDED PAYOUTS (3) (4)(5)
---- ---- --------- ----- ------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Thomas G. Cousins 1993 $393,700 $250,000 - - $32,566
1992 378,525 200,000 - - 36,370
1991 367,500 100,000 - - N/A
Vipin L. Patel 1993 281,200 160,000 50,000 17,115 30,814
1992 270,375 95,500 40,000 13,932 34,618
1991 262,500 75,000 50,000 - N/A
Daniel M. DuPree (6) 1993 208,800 150,000 105,000 - 26,347
1992 31,900 - - - N/A
1991 - - - - N/A
Peter A. Tartikoff 1993 185,600 25,000 20,000 - 25,974
1992 178,450 25,000 25,000 - 29,143
1991 173,250 5,000 - - N/A
John L. Murphy 1993 183,450 100,000 15,000 - 28,282
1992 176,400 25,000 25,000 - 28,382
1991 168,000 40,000 25,000 - N/A
</TABLE>
(1) Excludes perquisites and other personal benefits the aggregate amount of
which did not in the case of any individual exceed the lesser of $50,000 or
10% of the cash compensation reported for such individual.
(2) Salary amounts disclosed are before reductions in compensation elected by
the executives for medical, child care and related benefits.
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<PAGE> 8
(3) Long-Term Incentive Plans ("LTIP") Payouts are cash payments made under
Deferred Payment Agreements. See footnote (1) to the Aggregated Option
table where these Deferred Payment Agreements are discussed.
(4) All Other Compensation includes the Company's annual contribution of
$25,942, $25,942, $25,942, $23,166, and $25,942 to the Company's Profit
Sharing Plan on behalf of Messrs. Cousins, Patel, DuPree, Tartikoff, and
Murphy, respectively, as well as life insurance premiums paid by the
Company on behalf of the Named Executive Officers for life insurance in
excess of $50,000.
The Company maintains a Profit Sharing Plan for the benefit of all of the
Company's full time salaried employees. The annual contribution is
determined by the Boards of Directors of the Company and CREC and generally
is allocated among eligible participants. Contributions become vested over
a six-year period. Vested benefits are generally paid to participants upon
retirement, but may be paid earlier in certain circumstances, such as
death, disability, or termination of employment.
(5) Under transition rules, the amounts in the "All Other Compensation" column
for 1991 are omitted.
(6) Mr. DuPree joined the Company effective October 30, 1992
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information with respect to options
and SARs granted to the Named Executive Officers for the year ended December
31, 1993.
<TABLE>
<CAPTION>
PERCENT OF
TOTAL
OPTIONS/
SARS
# OF GRANTED TO
OPTIONS/ EMPLOYEES EXERCISE OR
SARS IN FISCAL BASE PRICE EXPIRATION GRANT DATE
NAME GRANTED (1) YEAR ($/SHARE) (2) DATE VALUE (3)
---- ----------- ---------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Thomas G. Cousins - - - -
Vipin L. Patel 50,000 14% $16.25 11/23/03 $ 138,500
Daniel M. DuPree 105,000 29% $16.25 and $16.875 1/27/03 and 11/23/03 369,500
Peter A. Tartikoff 20,000 5% $16.25 11/23/03 55,400
John L. Murphy 15,000 4% $16.25 11/23/03 41,550
</TABLE>
_______________
(1) Options vest over a period of five years.
(2) All options were granted at prices equal to the market value of the
underlying stock on the date of grant.
(3) The Black-Scholes option pricing model was used to determine the grant date
value. This model assumes a risk free rate of 10 year U.S. Government
Obligations as of grant dates, one year closing price volatility, dividend
rates which existed as of the date of grant and an exercise period of 10
years.
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AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
The following table sets forth certain information with respect to the
value of unexercised options and SARs held by the Named Executive Officers of
the Company at December 31, 1993.
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
# OF UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AND SARS OPTIONS AND SARS
ACQUIRED AT FY-END AT FY-END ($)
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE (1) UNEXERCISABLE (2)
---- -------- -------- ----------------- -----------------
<S> <C> <C> <C> <C>
Thomas G. Cousins - -- 40,000/ 10,000 $ 8,400/$ 2,100
Vipin L. Patel 10,500 $123,765 359,341/142,000 $1,551,933/$290,500
Daniel M. DuPree - - - /105,000 $ - /$ 10,000
Peter A. Tartikoff - - 43,000/ 50,000 $ 143,035/$ 91,180
John L. Murphy - - 43,400/ 64,600 $ 153,812/$163,228
</TABLE>
(1) In order to compensate the holders of unexercised stock options and SARs
for decreases in the underlying value of shares subject to the options and
SARs which result from certain capital gains distributions to stockholders,
the Company issued Deferred Payment Agreements to holders of unexercised
stock options, and adjusted downward the grant value of unexercised SARs,
at the time of each such distribution. The Deferred Payment Agreements
provide for a fixed cash payment to stock option holders upon exercise of
the options in an amount approximately equal to the amount of the capital
gain distribution that would have been payable on the shares subject to the
options if the options had been exercised prior to the record date for the
distributions. No deferred payment agreements were issued in 1992 and
1993.
(2) The value of unexercised in-the-money options has been calculated by
reducing the option price per share by the Deferred Payment Agreement
before subtracting the fair market price per share of the Company's stock.
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COMMITTEE REPORT ON COMPENSATION
The Compensation, Succession, Nominating and Board Structure Committee of
the Company's Board of Directors (the "Committee") is responsible for ensuring
that a proper system of short and long term compensation is in place to provide
performance-oriented incentives to management. Its report on compensation is
as follows:
The Company's executive compensation program is designed to provide base
salaries that represent competitive compensation for the Company's executive
officers and discretionary awards that reflect the overall performance of the
Company and each executive officer's contributions to the Company.
Each executive officer's compensation is determined annually by the
Committee. Senior management makes recommendations to the Committee regarding
each executive officer's compensation (except the Chief Executive Officer's
compensation), including recommendations for base salary for the succeeding
year and discretionary cash bonuses and stock option awards for the current
year. The Committee considers such recommendations and the factors discussed
below in determining each executive officer's compensation.
The components of the Company's executive compensation program are base
salaries, cash bonuses, stock options and profit sharing contributions.
Base Salary. Each executive officer's base salary is based upon the
competitive market for the executive officer's services, including the
executive's specific responsibilities, experience and overall performance. The
Committee reviews each executive officer's base salary annually and generally
adjusts the base salary to account for inflation, any change in the executive's
responsibilities and any change in the competitive market for salaries. The
Committee's knowledge of competitive salaries is based upon the experience of
its members, one of whom is in the real estate industry and all of whom serve
on other boards of directors. During 1993, the Committee's knowledge was
supplemented by certain general information on real estate executive
compensation provided by an outside consulting firm in the course of an
executive search it made for the Company.
Cash Bonus. The committee awards discretionary year-end cash bonuses to
the Company's executive officers on a subjective basis. In determining cash
bonuses, the Committee considers the Company's overall performance for the year
and the accomplishments of each executive in his area of responsibility.
The Committee believes that the Company's overall performance is best
measured by the enhancement of long-term stockholder value. The Committee
believes that, as a result of the nature of the Company's business, the
Company's annual reported net income may not be the best indicator of the
Company's overall performance for that year. The Company's investment goal is
to invest in assets that provide the opportunity for cash flow growth and
capital appreciation in real terms. Under generally accepted accounting
principles, unrealized capital appreciation of any of the Company's assets and
fees generated by majority owned projects are not reflected in the Company's
net income or cash flow until
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<PAGE> 11
the asset is sold. Conversely, fees generated by non-majority owned joint
ventures and start-up losses of major real estate developments are reflected in
the Company's earnings. Therefore, the Company's net income and cash flow for
any year may be affected by sale transactions and fees generated by, and also
by start-up losses of, major real estate developments during the year, which
transactions and developments do not necessarily recur. Accordingly, the
Committee believes that the Company's overall performance in any year should be
judged subjectively based on the Company's performance in all aspects of the
Company's business during that year, including development, leasing,
management, property sales and acquisitions and capital formation, as well as
financial accomplishments.
In determining cash bonuses for 1993, in addition to the Company's
financial performance, the Committee considered, among other factors, the
successful integration of the development operations of New Market Companies,
Inc. and Cousins Management, Inc., both acquired in late 1992; the completion
of development of Perimeter Expo, a Company-owned retail power center, in less
than one year; and the commencement of development of North Point Market and
Presidential Market, both Company-owned retail power centers, with all power
centers substantially pre-leased; the completion of infrastructure development
of the Company's Georgia Highway 400 land; the leasing and subleasing of over
300,000 square feet of office space in a weak office-leasing market; the
property management of over five million square feet of office space; and the
successful completion of the Company's $105 million stock offering in the
fourth quarter of 1993.
Stock Option Awards. The Committee awards discretionary stock options to
executive officers. Stock option awards are made annually in conjunction with
the award of cash bonuses and generally are based on the same factors
considered in determining each executive officer's annual cash bonus (i.e. the
Company's overall performance for the year and the accomplishments of each
executive in his area of responsibility). The Committee considered the same
factors discussed under "Cash Bonus" in determining stock option awards for
each executive officer. In addition, in determining the mix of stock option
award and cash bonus, the Committee considered the executive's present holding
of Company stock and stock options, and the degree to which options should be
used as a long term retention mechanism for the individual executive. The
Committee believes that stock options and SAR awards are important elements in
the Company's compensation structure since such awards generally align the
interests of the employees with the interests of the stockholders.
Profit Sharing Plan. The Company maintains a profit sharing plan for the
benefit of its executive officers and other employees. The Board of Directors
determines the Company's annual contribution under the profit sharing plan.
The annual contribution is allocated among eligible employees of the Company in
accordance with each such employee's compensation. At December 31, 1993,
approximately 64% of the profit sharing plan was invested in the Company's
common stock.
Compensation of Chief Executive Officer. Mr. Thomas G. Cousins has been
the Chief Executive Officer of the Company since its founding in 1958 and
beneficially owns approximately 19% of the Company's common stock. The
Committee believes that Mr. Cousins is responsible for much of the Company's
success. Mr. Cousins has hired and developed an outstanding management group
and has furnished leadership in all areas of the Company's business. In
determining Mr. Cousins' cash bonus for
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<PAGE> 12
1993, the Committee considered Mr. Cousins' significant role in each of the
accomplishments of the Company in 1993 described above. In light of Mr.
Cousins' significant equity ownership in the Company, the Committee decided
that his entire discretionary award should be in the form of a cash bonus.
COMPENSATION, SUCCESSION, NOMINATING
AND BOARD STRUCTURE COMMITTEE
February 8, 1994
/s/ Henry C. Goodrich
--------------------------------------
Henry C. Goodrich, Chairman
/s/ Sam Ayoub
--------------------------------------
Sam Ayoub
/s/ Richard W. Courts, II
--------------------------------------
Richard W. Courts, II
/s/ Boone A. Knox
--------------------------------------
Boone A. Knox
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COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
The following table compares cumulative total returns of the Company and the
indicated indexes assuming an investment of $100 on January 1, 1988 and
reinvestment of dividends.
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
---------------------------------------------------------
COMPANY 1988 1989 1990 1991 1992 1993
------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Cousins Properties Incorporated 100.00 111.53 71.77 89.51 114.86 136.53
New York Stock Exchange Index 100.00 127.57 122.36 158.35 165.80 188.25
Standard & Poor 500 Index 100.00 131.49 127.32 166.21 178.96 196.93
NAREIT Equity REIT Index 100.00 108.84 92.13 125.02 143.26 171.42
Media General Industry Group 44 -
Real Estate Index (1) 100.00 99.06 55.76 67.51 73.73 90.71
</TABLE>
(1) This index is published by Media General Financial Services and includes
the Company and 83 other real estate companies.
COMPENSATION OF DIRECTORS
Each Director who is not an Officer will earn an $8,000 annual retainer
plus $1,000 for each Board meeting and each Committee meeting attended.
Committee Chairpersons will be paid an additional $1,000 annual fee.
Under the 1987 Restricted Stock Plan for Outside Directors, in April 1993
each of the non-employee Directors was awarded two blocks of the Company's
stock with a value of $5,000 for each block upon payment of the par value of
the stock. One block of stock is subject to forfeiture if a Director's service
terminates prior to the one year term for membership ending in April of 1994,
and the other is subject to forfeiture if a Director's service terminates prior
to the one year term for membership ending in April of 1995. Since Mr. Ayoub
and Mr. Conlee are leaving the Board at the end of the current one year term,
they will each forfeit one block of stock.
COMPLIANCE WITH SECTION 16(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers, directors and persons who own
more than 10% of the Company's Common Stock to file certain reports with
respect to each such persons beneficial ownership of the Company's Common
Stock. In addition, Item 405 of Regulations S-K requires the Company to
identify in its proxy statement each reporting person who failed to file on a
timely basis reports required by Section 16(a) of the Exchange Act during the
most recent fiscal year or the prior fiscal year. In light of such
requirement, a statement of changes in beneficial ownership on Form 4, for each
of Mr. Patel and Mr. Tartikoff relating to the disposition of certain
self-directed shares by the beneficial owner of such shares held by
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<PAGE> 14
the Company's Profit Sharing Plan, of which Mr. Patel and Mr. Tartikoff are
Co-Trustee's, was not timely filed. The disposition of such shares was timely
reported by the beneficial owners thereof in their individual Form 4's, and
such dispositions were reported on an Annual Statement of changes in Beneficial
Ownership on Form 5 for 1993 filed by each of Mr. Patel and Tartikoff.
CERTAIN TRANSACTIONS
The Company and an affiliate of Thomas G. Cousins each own a 50% interest
in an airplane and each pay 50% of the expenses related to the airplane.
Commencing on January 1, 1994, the expenses associated with this aircraft will
be paid based upon the usage of the aircraft. The Company and an affiliate of
Mr. Cousins also each own a 25% interest in an airplane hangar. The Company
and the affiliate of Mr. Cousins each paid 25% of the aggregate cost of the
hangar, and each pays 25% of the expenses related to the hangar. The Company's
portion of shared airplane and hangar expenses totalled $86,960 in 1993.
One of the Company's joint ventures leased space to CREC and to CNM in
1993. Under the terms of the lease and sublease, these entities paid rent at a
rate equal to the rate that the Company was obligated to pay for such space
under its lease. Mr. Cousins and Mr. Patel are directors of CREC and CNM. Mr.
Cousins, Mr. Patel, Mr. Murphy and Mr. Tartikoff are officers of CREC. Mr.
DuPree and Mr. Tartikoff are officers of CNM.
The financial results of CREC and CNM are included in the Company's
consolidated results of operations. Thomas G. Cousins, Chairman of the Board
and President of the Company, owns all of the voting common stock of CREC.
CREC owns all of the common stock of CNM.
In October of 1992, CNM acquired certain assets of New Market Companies,
Inc. and certain affiliates ("NM Entities") (said acquisition referred to as
the "NM Acquisition"). Mr. DuPree was a principal owner and employee of the NM
Entities. In October of 1992, Mr. DuPree was employed as President of CNM. In
connection with the NM Acquisition, Mr. DuPree entered into certain non-compete
arrangements and CNM agreed to make certain payments to him in consideration
for these commitments. In 1993, CNM paid Mr. DuPree $540,000 pursuant to this
arrangement. No further amounts are payable. Mr. DuPree's non-compete
commitments extend until October of 1997.
Prior to the NM Acquisition, Mr. DuPree had personally acquired, either
directly or indirectly, ownership interests in certain shopping center
properties, including ownership interests in Mansell Crossing Associates,
Ashford Perimeter Associates, L.P. and Merchants Walk Associates, L.P. (the
"Partnerships"). Mr. DuPree retained these interests after the NM Acquisition.
Either in connection with the NM Acquisition or shortly thereafter, CNM became
the developer of the shopping center properties owned by the Partnerships. The
terms of CNM's development arrangements were negotiated prior to Mr. DuPree's
employment by CNM. In 1993, CNM earned $1,864,000 in development and leasing
fees pursuant to these development arrangements. The Company does not
anticipate that Mr. DuPree or any other employee will have an ownership
interest in development projects or owned properties which are commenced or
acquired subsequent to the NM Acquisition.
13
<PAGE> 15
APPROVAL OF AMENDMENTS TO
1989 STOCK OPTION PLAN
At the Company's Annual Meeting held on May 2, 1989, the stockholders
adopted the 1989 Stock Option Plan (the "Plan").
The Plan provides that the designated Board Committee (now the
Compensation, Succession, Nominating and Board Structure Committee) may grant
stock options to employees who, in its judgment, are key to the success of the
Company or CREC. In the original Plan one million shares were reserved for use
under the Plan and the Plan was limited to employees of the Company, its
subsidiaries and CREC.
The proposed amendments to the Plan (i) reserve a total of two million
shares of common stock of the Company for use under the Plan, (ii) extend the
Plan to employees of CNM or any other subsidiary of CREC and (iii) conforms
references in the Plan to the Internal Revenue Code (the "Code") to the current
numbering system of the Code. The specific amendments are as follows:
1. The first sentence of Section 3 is amended to read as follows:
"There shall be two million shares of Stock reserved for use under
the Plan."
2. Section 2.8 is amended to read as follows:
2.8 Key Employee - means an employee of CPI, Cousins Real Estate
Corporation (such term "Cousins Real Estate Corporation" shall for
purposes of the Plan be deemed to include each subsidiary
corporation (within the meaning of Section 424 (f) of the Code) of
Cousins Real Estate Corporation) or any Subsidiary who, in the
judgment of the Committee acting in its sole discretion, is a key
to the success of CPI, Cousins Real Estate Corporation or such
Subsidiary."
3. References in Sections 2.7 and 2.10 to "Section 422A of the Code" are
amended to read "Section 422 of the Code." The reference to "Section
425(e) of the Code" in Section 2.14 is amended to read "Section 424(e)
of the Code." The reference to "Section 425(f) of the Code" in
Section 2.18 is amended to read "Section 424(f) of the Code." The
reference to "Section 425(d) of the Code" in Section 2.20 is amended
to read "Section 424(d) of the Code." References in Section 7.2 to
"Section 422A(d) of the Code" are amended to read "Section 422(d) of
the Code." References in Section 14 to "Section 425(a) of the Code"
are amended to read "Section 424(a) of the Code."
The following table sets forth certain information concerning certain Stock
Options granted under the Plan in 1993.
<TABLE>
<CAPTION>
NAME NUMBER OF STOCK OPTIONS GRANTED
---- -------------------------------
<S> <C>
Thomas G. Cousins --
Vipin L. Patel 50,000
Daniel M. DuPree 40,000
Peter A. Tartikoff 20,000
</TABLE>
14
<PAGE> 16
<TABLE>
<S> <C>
John L. Murphy 15,000
All Executive Officers, as a group (10 persons) 215,000
All Other Employees, as a group 49,000
</TABLE>
The amendment of the Plan requires the approval of the holders of a
majority of the shares represented at the Annual Meeting.
Management and the Board recommend a vote FOR the amendments of the Plan.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information concerning each person
known to the Company's Board of Directors to be the "beneficial owner," as such
term is defined by the rules of the Securities and Exchange Commission, of more
than 5% of the outstanding shares of the Company's common stock:
<TABLE>
<CAPTION>
NAME AND PERCENT
ADDRESS AMOUNT BENEFICIALLY OWNED OF CLASS
-------- ------------------------- --------
<S> <C> <C>
Thomas G. Cousins 5,237,700 (1)(3) 18.79
2500 Windy Ridge Parkway
Suite 1600
Marietta, Georgia 3006
Spears, Benzak, Salomon & Farrell 1,903,792 (2)(4) 6.84
45 Rockefeller Plaza
New York, New York 10111
Southeastern Asset Management, Inc. 1,551,400 (2)(5) 5.57
860 Ridgelake Boulevard
Suite 301
Memphis, Tennessee 38120
</TABLE>
_____________
(1) Ownership is as of February 1, 1994.
(2) Ownership is as of December 31, 1993.
(3) Does not include 457,943 shares owned by Mr. Cousins' wife, as to which Mr.
Cousins disclaims beneficial interest. Includes 129,294 shares as to which
Mr. Cousins shares voting and investment power. Because of his beneficial
ownership and management position, Mr. Cousins may be deemed to be a
control person, as that term is defined by the rules of the Securities and
Exchange Commission, of the Company.
(4) The beneficial owner is an investment advisor. The beneficial owner has
indicated that it has no power to vote or direct the vote of such shares.
It has also indicated that it shares the power to dispose or direct the
disposition of such shares with various customers for whom the shares were
purchased, but in each case the customer has the ultimate power to dispose
and may at any time revoke the beneficial owner's authority to dispose.
The beneficial owner has represented to the Company that neither the
beneficial owner nor any of its clients holds shares in violation of
Article
15
<PAGE> 17
11 of the Restated Articles of Incorporation of the Company. Mr. Salomon,
a Director nominee, is a Managing Director of Spears, Benzak, Salomon &
Farrell.
(5) The beneficial owner is an investment advisor. Mr. O. Mason Hawkins is a
co-filer of Schedule 13G in the event he could be deemed a controlling
person of the investment advisor. The beneficial owner has indicated that
it has sole voting and investment power and sole dispositive power over
489,500 shares. It has also indicated that it has shared voting power and
shared dispositive power over 1,050,200 shares. The beneficial owner has
also represented to the Company that neither the beneficial owner nor any
of its clients holds shares in violation of Article 11 of the Restated
Articles of Incorporation of the Company.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed the firm of Arthur Andersen & Co.,
subject to such appointment being ratified by the stockholders at the Annual
Meeting, to audit the accounts of the Company and its consolidated entities and
to perform such other services as may be required for the year ending December
31, 1994. Should this firm be unable to perform the requested services for any
reason or not be ratified by the stockholders, the Directors will appoint other
independent auditors to serve for the remainder of the year. An Arthur
Andersen & Co. representative will be present at the Annual Meeting and will
have the opportunity to make a statement if he so desires and will be available
to respond to stockholder questions. The affirmative vote of a majority of the
shares represented at the Annual Meeting is required to ratify this
appointment.
FINANCIAL STATEMENTS
The Company's annual report for the year ended December 31, 1993, including
audited financial statements, is being mailed together with this Proxy
Statement. The annual report does not form any part of the materials for
solicitation of proxies.
STOCKHOLDER PROPOSALS AT THE COMPANY'S NEXT
ANNUAL MEETING OF STOCKHOLDERS
Stockholders who intend to submit proposals for consideration at the
Company's next annual meeting of stockholders must submit such proposals to the
Company no later than November 30, 1994, in order to be considered for
inclusion in the proxy statement and form of proxy to be distributed by the
Board in connection with that meeting. Stockholder proposals should be
submitted to Tom G. Charlesworth, 2500 Windy Ridge Parkway, Suite 1600,
Marietta, Georgia 30067.
OTHER MATTERS
The minutes of the Annual Meeting of Stockholders held on April 29, 1993,
will be presented at the meeting, but it is not intended that action taken
under the proxy will constitute approval of the matters referred to in such
Minutes. The Board knows of no other matters to be brought before the
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<PAGE> 18
meeting. However, if any other matters should come before the meeting the
persons named in the proxy will vote such proxy in accordance with their
judgment on such matters.
EXPENSES OF SOLICITATION
The cost of proxy solicitation will be borne by the Company. In an effort
to have as large a representation at the meeting as possible, special
solicitation of proxies may, in certain instances, be made personally, or by
telephone, telegraph, or mail by one or more Company employees. The Company
will also reimburse brokers, banks, nominees and other fiduciaries for postage
and reasonable clerical expenses of forwarding the proxy materials to their
principals, the beneficial owners of the Company's stock.
TOM G. CHARLESWORTH
Secretary
March 29, 1994
17
<PAGE> 19
COUSINS PROPERTIES INCORPORATED-PROXY SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS-APRIL 26, 1994
The undersigned hereby appoints Richard W. Courts, II, T.G. Cousins and
Henry C. Goodrich, and each of them, proxies with full power of substitution
for and in the name of the undersigned, to vote all shares of stock of Cousins
Properties Incorporated which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Stockholders to be held Tuesday,
April 26, 1994, 10:00 a.m. local time, and at any adjournments thereof, upon
the matters described in the accompanying Notice of Annual meeting of
Stockholders and Proxy Statement dated March 29, 1994 and upon any other
business that may properly come before the meeting or any adjournments thereof.
Said proxies are directed to vote or refrain from voting pursuant to said
Proxy Statement as follows, and otherwise in their discretion upon all other
matters that may properly come before the meeting or any adjournments thereof.
1. Election of Directors: For all nominees listed below (except as indicated
to the contrary*) ____
WITHHOLD AUTHORITY to vote for all nominees listed
below ____
*INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW:
Bennett A. Brown Richard W. Courts, II T.G. Cousins Henry C. Goodrich
Boone A. Knox Richard E. Salomon
2. FOR___AGAINST___ABSTAIN___ Approval of amendments to the 1989 Stock Option
Plan ("Plan") so as to (i) increase the number
of shares initially reserved under the Plan
from one million to two million shares, (ii)
extend the Plan to employees of Cousins/New
Market Development Company, Inc., and other
subsidiaries of Cousins Real Estate
Corporation, and (iii) conform Internal Revenue
Code references in the Plan to the current
numbering system of such code;
3. FOR___AGAINST___ABSTAIN___ Ratification of Arthur Andersen & Co. as
independent auditors of the Corporation for
1994.
Continued on other side
<PAGE> 20
Continued from other side
THIS PROXY WILL BE VOTED AS DIRECTED OR IF NO DIRECTION IS INDICATED WILL BE
VOTED "FOR " THE ABOVE PROPOSALS AND NOMINEES.
The undersigned acknowledges receipt with this proxy of a copy of the
Notice of Annual meeting and Proxy Statement dated March 29, 1994.
Dated___________________________________
________________________________________
________________________________________
Signature of Stockholder(s)
Please date this proxy and sign exactly
as your name(s) appears hereon. If
stock is held jointly, each owner must
sign. When signing as attorney or in
a fiduciary capacity, please give full
title. A corporation must sign in full
corporate name by an authorized
officer. A partnership must sign in the
partnership name by an authorized
person.
PLEASE VOTE, SIGN AND DATE THIS PROXY AND PROMPTLY RETURN IT IN THE ENCLOSED
ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. IF YOU ATTEND
THE ANNUAL MEETING, YOU MAY REVOKE THE PROXY AND VOTE THE SHARES IN PERSON.
