<PAGE>
COUSINS PROPERTIES INCORPORATED
2500 WINDY RIDGE PARKWAY, SUITE 1600
ATLANTA, GEORGIA 30339
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 28, 1995
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 Friday, April 28, 1995,
at 2:00 p.m., local time, at 2500 Windy Ridge Parkway, Lower Lobby Conference
Room, Atlanta, Georgia 30339, for the following purposes:
(1) To elect six (6) Directors;
(2) To consider and act upon a proposal to amend the 1987 Restricted
Stock Plan for Outside Directors so as to allow the outside Directors to
elect to receive all or part of their compensation in the form of shares of
stock of the Company;
(3) To consider and act upon a proposal to ratify the appointment of
Arthur Andersen LLP as the Company's independent auditors for the year
ending December 31, 1995; 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 13, 1995 will
be entitled to notice of and to vote at the meeting. A list of stockholders as
of the close of business on March 13, 1995 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
Atlanta, Georgia
March 28, 1995
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>
COUSINS PROPERTIES INCORPORATED
2500 WINDY RIDGE PARKWAY, SUITE 1600
ATLANTA, GEORGIA 30339
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 28, 1995
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 28, 1995, at 2:00 p.m.
local time, at 2500 Windy Ridge Parkway, Lower Lobby Conference Room, Atlanta,
Georgia 30339, 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 13, 1995
will be entitled to vote at the Annual Meeting. As of that date, the Company
had outstanding 27,881,070 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 28, 1995.
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 are members of
the present Board and were elected by the stockholders at the last Annual
Meeting. If, at the time of the Annual Meeting, any such nominees 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 plurality 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, 1995, 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) 1995 (1) CLASS
---- --- -------- ----------------------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Bennett A. Brown* 65 1994 Director of Georgia Power Company. 12,660 **
Formerly Chairman of
NationsBank. Formerly Chairman and
Chief Executive Officer of C&S/Sovran
Corporation; and the Citizens and
Southern Corporation.
Richard W. Courts, II* 59 1985 Chairman of Atlantic Realty 1,252,949 (2) 4.49%
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 63 1962 Chairman of the Board, 5,330,238 (3) 19.08%
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* 74 1985 Chairman of Richgood 15,002 (4) **
Corporation (investments)
for at least the last five years.
Formerly Director of Temple-Inland Inc.
Formerly Chief Executive Officer
of Sonat, Inc.
Boone A. Knox* 58 1969 Chairman of Allied Bankshares, 140,078 (5) **
Inc. for at least the last five years.
Richard E. Salomon* 52 1994 Managing Director of Spears, Benzak, 35,654 (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%.
(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, 1,127,250 shares (4.04%) 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 30,000 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 14,054 shares as to which Mr. Salomon shares voting and
investment power. Does not include 2,036,825 shares beneficially owned by
Spears, Benzak, Salomon & Farrell, Inc., an investment adviser, as to which
Mr. Salomon disclaims beneficial interest. See table in the "Principal
Stockholders" section of this Proxy Statement with respect to said shares.
Does not include 4,600 shares which are owned by a private foundation for
which Mr. Salomon serves as a co-trustee, as to which Mr. Salomon disclaims
beneficial interest. Does not include 3,500 shares owned by Mr. Salomon's
wife, as to which Mr. Salomon disclaims beneficial interest.
There are no family relationships among the Directors or Executive Officers
of the Company.
The Board of Directors held 4 regular meetings and one special meeting during
1994. The Board had two standing committees -- the Audit Committee and the
Compensation, Succession, Nominating and Board Structure Committee. Each
Committee held one meeting during 1994. 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.
EXECUTIVE OFFICERS
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, 1995.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED ON
NAME FEBRUARY 1, 1995 (1) PERCENT OF CLASS
---- ---------------------- ----------------
<S> <C> <C>
Vipin L. Patel,
Senior Executive Vice President 514,153 (1) 1.82%
Daniel M. DuPree,
Senior Vice President 18,914 (2) *
John L. Murphy,
Senior Vice President 50,854 (3) *
William C. Smith
Senior Vice President - Management
and Acquisitions 7,159 (4) *
Total for all Executive Officers and
Directors as a group (15 persons) 7,510,959 (5) 26.43%
</TABLE>
- ---------------
* Less than 1%
(1) Includes 61,461 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 351,228 shares subject to presently exercisable options.
(2) Includes 8,000 shares subject to presently exercisable options and 1,614
shares allocated to Mr. DuPree from the Company's Profit Sharing Plan.
(3) Includes 41,000 shares subject to presently exercisable options and
8,854 shares allocated to Mr. Murphy from the Company's Profit Sharing Plan.
(4) Includes 6,000 shares subject to presently exercisable options and 559
shares allocated to Mr. Smith from the Company's Profit Sharing Plan.
(5) Includes a total of 540,228 shares subject to presently exercisable
stock options. Includes 1,410,004 shares as to which Executive Officers and
Directors share voting and investment power with others. Does not include
501,852 shares owned by wives and other affiliates of Executive Officers and
Directors, as to which such Executive Officers and Directors disclaim
beneficial interest.
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.
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") and includes salary
and bonuses paid by the Company, Cousins Real Estate Corporation ("CREC") and
Cousins/New Market Development Company, Inc. ("CNM"). The salary and bonus
columns have been adjusted for 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(3) AWARDED PAYOUTS (4) (5)
<S> <C> <C> <C> <C> <C> <C>
Thomas G. Cousins 1994 $350,000 $208,834 50,000 - $21,624
1993 393,700 250,000 - - 32,566
1992 378,525 200,000 - - 36,370
Vipin L. Patel 1994 291,000 152,640 40,000 $19,208 19,872
1993 281,200 160,000 50,000 17,115 30,814
1992 270,375 95,500 40,000 13,932 34,618
Daniel M. DuPree (6) 1994 216,100 143,194 40,000 - 16,620
1993 208,800 150,000 105,000 - 26,347
1992 31,900 - - - -
John L. Murphy 1994 189,875 59,459 10,000 - 17,340
1993 183,450 100,000 15,000 - 28,282
1992 176,400 25,000 25,000 - 28,382
William C. Smith (7) 1994 200,000 31,978 10,000 - 15,870
1993 64,415 1,000 30,000 - -
1992 - - - - -
</TABLE>
(1) Excludes perquisites and other personal benefits, the aggregate amount
of which did not in the case of any individual exceed $10,000.
(2) Salary amounts disclosed are before reductions in compensation elected
by the executives for medical, child care and related benefits.
(3) The bonus amounts include common stock awarded in lieu of cash valued at
$95,250, $69,056, $68,263, $15,875 and $9,525 for Messrs. Cousins, Patel,
DuPree, Murphy and Smith, respectively.
(4) 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.
(5) All Other Compensation includes the Company's annual contribution of
$15,000 to the Company's Profit Sharing Plan on behalf of each of Messrs.
Cousins, Patel, DuPree, Murphy and Smith, as well as life insurance premiums
paid by the Company on behalf of the Named Executive Officers for life
insurance in excess of $50,000.
The Company maintains a Profit Sharing Plan for the benefit of all of the
Company's full time salaried employees. The annual contribution is
determined by the Boards of Directors of the Company, CREC and CNM and is
allocated among eligible participants. Contributions become vested over a
six-year period. Vested benefits are generally paid to participants upon
retirement, but may be paid earlier in certain circumstances, such as death,
disability, or termination of employment.
(6) Mr. DuPree joined the Company effective October 30, 1992.
(7) Mr. Smith joined the Company effective September 1, 1993.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information with respect to options
and SARs granted to the Named Executive Officers for the year ended December 31,
1994.
<TABLE>
<OPTION>
INDIVIDUAL GRANTS
--------------------------------------------------
PERCENT OF
TOTAL
OPTIONS/
SARS
# OF GRANTED TO
OPTIONS/ EMPLOYEES EXERCISE OR
SARS IN FISCAL BASE PRICE EXPIRATION GRANT DATE
NAME GRANTED (1) YEAR ($/SHARE) (2) DATE VALUE (3)
---- ----------- --------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Thomas G. Cousins 50,000 18% $15.75 11/22/04 $149,500
Vipin L. Patel 40,000 14% $15.75 11/22/04 119,600
Daniel M. DuPree 40,000 14% $15.75 11/22/04 119,600
John L. Murphy 10,000 4% $15.75 11/22/04 29,900
William C. Smith 10,000 4% $15.75 11/22/04 29,900
</TABLE>
(1) Options vest over a period of five years.
(2) All options were granted at prices equal to the market value of the
underlying stock on the date of grant.
(3) The Black-Scholes option pricing model was used to determine the grant
date value. This model assumes a risk free rate of 10 year U.S. Government
Obligations as of grant dates, one year closing price volatility, dividend
rates which existed as of the date of grant and an exercise period of 10
years.
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
The following table sets forth certain information with respect to options
exercised and the value of unexercised options and SARs held by the Named
Executive Officers of the Company at December 31, 1994.
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
# OF UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AND SARS OPTIONS AND SARS
ACQUIRED AT FY-END AT FY-END ($)
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE (1) UNEXERCISABLE (2)
---- -------- -------- ----------------- -----------------
<S> <C> <C> <C> <C>
Thomas G. Cousins - - 50,000/ 50,000 $ 54,250/$ 81,250
Vipin L. Patel 11,784 $145,002 395,557/134,000 $1,851,500/$347,450
Daniel M. DuPree - - 21,000/124,000 $ 15,500/$127,000
John L. Murphy - - 65,000/ 53,000 $ 274,095/$153,695
William C. SmitH - - 6,000/ 34,000 $ - /$ 16,250
</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 from 1988 to 1991 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.
(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.
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:
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, 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, all of whom have experience serving on other boards of directors.
During 1994, the Committee's knowledge was supplemented by real estate executive
compensation salary information available through an industry trade group, and
publicly disclosed information of similar companies.
Bonus. The Committee awards discretionary year-end bonuses to the Company's
executive officers on a subjective basis. In determining bonuses, the Committee
considers the Company's overall performance for the year and the accomplishments
of each executive in his area of responsibility. In 1994, the Committee awarded
a portion of the year-end bonuses in shares of the Company's stock in lieu of
cash in order to provide an additional mechanism for aligning senior executives'
interests with stockholders' interest. The mix of cash and stock for a
particular executive was determined in part by reference to such executive's
present holdings of Company stock.
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 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 bonuses for 1994, the Committee considered, among other
factors, the 30% increase in funds from operations per share; leasing (including
renewals and subleasing) of approximately 314,000 square feet of office space;
commencement of two new office buildings; completion of development within
budget of the North Point Phase I and Presidential Market Phase I power centers;
commencement of development of two new power centers and two power center
expansions, and substantial progress in the predevelopment of several other
power centers; and the sale of approximately $10 million of land held for
investment.
Stock Option Awards. The Committee awards discretionary stock options to
executive officers. Stock option awards are made annually in conjunction with
the award of annual bonuses and generally are based on the same factors
considered in determining each executive officer's annual bonus (i.e. the
Company's overall performance for the year and the accomplishments of each
executive in his area of responsibility). In addition, in determining the mix
of stock option award, stock bonuses and cash bonuses, the Committee considered
the executive's present holdings 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 option 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, 1994,
approximately 67% 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' bonus for 1994, the Committee considered Mr. Cousins'
significant role in each of the accomplishments of the Company in 1994 described
above. In determining to award some portion of Mr. Cousins' year-end bonus in
stock and to award some stock options to him, the Committee considered the fact
that his overall holdings of Company stock were diluted in the last two public
stock offerings.
COMPENSATION, SUCCESSION, NOMINATING
AND BOARD STRUCTURE COMMITTEE
February 3, 1994
Richard W. Courts, II, Chairman
Bennett A. Brown
Henry C. Goodrich
Boone A. Knox
Richard E. Salomon
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, 1990 and
reinvestment of dividends.
<TABLE>
<CAPTION>
Fiscal Year Ended December 31
------------------------------------------------
Company/Index 1989 1990 1991 1992 1993 1994
------------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Cousins Properties Incorporated 100 64.35 80.26 102.99 122.41 136.14
New York Stock Exchange Index 100 95.92 124.12 129.96 147.56 144.69
Standard & Poor 500 Index 100 96.88 126.42 136.08 149.80 149.80
NAREIT Equity REIT Index 100 84.65 114.86 131.62 157.49 162.49
Media General Industry Group 44 -
Real Estate Index (1) 100 56.29 68.15 74.43 91.57 83.18
</TABLE>
(1) This index is published by Media General Financial Services and includes
the Company and 77 other real estate companies.
COMPENSATION OF DIRECTORS
Each Director who is not an Officer will earn an $8,000 annual retainer (to
be increased by $5,000 as discussed below) 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 ("Director Stock
Plan"), in April 1993 Mr. Courts, Mr. Goodrich and Mr. Knox were each awarded
two blocks of the Company's stock with a value of $5,000 for each block. Under
the same plan, in April of 1994, Mr. Brown and Mr. Salomon were awarded two
blocks of the Company's stock with a value of $5,000 for each block. One block
of stock is subject to forfeiture if a Director's service terminates prior to
the one year term for membership ending on the first anniversary of the date of
the grant, and the other is subject to forfeiture if a Director's service
terminates prior to the one year term for membership ending on the second
anniversary of the date of the grant.
As described more fully below, the Board has acted to amend the Director
Stock Plan, subject to shareholder approval, to (i) eliminate the future grant
of the forfeitable shares such as are described in the preceding paragraph, (ii)
increase the annual fees by $5,000 per year for years after the second
anniversary of the grants of forfeitable shares described in the preceding
paragraph and (iii) allow each Director to elect to receive all or part of such
Director's compensation in shares of Company stock. See "Approval of Amendments
to 1987 Restricted Stock Plan for Outside Directors" section, below.
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 person's 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. Based upon information supplied to the
Company, the Company believes that all required reports were timely filed.
CERTAIN TRANSACTIONS
The Company and an affiliate of Thomas G. Cousins each own a 50% interest in
an airplane and each pay the expenses related to the airplane based upon usage.
This aircraft was acquired in the fourth quarter of 1994, payment being made
through trade-in of a similarly owned aircraft and payment by the Company and
Mr. Cousins' affiliate of their pro rata share of the remainder of the purchase
price ($718,000 each). 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 totaled $66,760 in 1994.
One of the Company's joint ventures leased space to CREC and to CNM in 1994.
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. Smith are officers of CREC. Mr. DuPree is an
officer 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.
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 1994, CNM earned $932,440 in development fees, leasing fees and other
income from the Partnerships. 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.
APPROVAL OF AMENDMENTS TO 1987
RESTRICTED STOCK PLAN FOR OUTSIDE DIRECTORS
The Company maintains the 1987 Restricted Stock Plan for Outside Directors
(the "Original Plan"), which Stock Plan was approved previously by both the
Board of Directors and the Company's stockholders. Pursuant to this plan the
Outside Directors received certain annual awards of restricted shares of common
stock of the Company. For example, in April of 1993, Mr. Courts, Mr. Goodrich
and Mr. Knox were each awarded two blocks of the Company's stock with a value of
$5,000 for each block. Further, in April of 1994, Mr. Brown and Mr. Salomon
were awarded two blocks of the Company's stock with a value of $5,000 for each
block. One block of each Director's stock is subject to forfeiture if the
Director's service terminates prior to the one year term ending on the first
anniversary of the date of the grant, and the other is subject to forfeiture if
the Director's service terminates prior to the one year term ending on the
second anniversary of the date of the grant.
The Board of Directors of the Company has adopted the amended and restated
Cousins Properties Incorporated Stock Plan for Outside Directors (the "Amended
Plan"), subject to approval by the Company's stockholders at the Annual Meeting.
As with the Original Plan, the primary purpose of the Amended Plan is to attract
and retain well-qualified persons who are not employees of the Company for
service as Directors of the Company and to provide incentives to such Directors
through the award of shares of the Company's common stock. The number of shares
of common stock reserved for issuance under the Amended Plan will be 150,000,
including 25,000 shares reserved under the Original Plan.
The eligibility requirements under the Amended Plan will be the same as the
current eligibility requirements. Specifically, all Directors of the Company
who are not otherwise employees of the Company ("Outside Directors") will be
eligible to participate in the Amended Plan. Therefore, all Directors presently
in office, except Mr. Thomas G. Cousins, will be eligible to participate in the
Amended Plan.
Pursuant to the terms of the Amended Plan, each Outside Director will have
the right on or after April 28, 1995 to elect to receive shares of the Company's
common stock in lieu of cash with respect to all or a specific percentage of (i)
any installment of his or her annual retainer, including, beginning after the
last one-year term for membership on the Company's Board of Directors for which
shares of common stock previously were awarded under the Original Plan, an
annual amount of $5,000, which previously was payable in shares of common stock
under the Original Plan, (ii) any fee payable to him or her for attending a
meeting of the Company's Board of Directors or a committee thereof and (iii) any
fee payable to him or to her for serving as the chairperson of a committee of
the Company's Board of Directors. Any election to receive common stock in lieu
of cash must be made in writing and will only be effective six months after the
date the Outside Director delivers such election to the Secretary of the
Company. Any election may apply to one, or more than one, cash payment
described above. Any election to receive shares of common stock subsequently
may be revoked and a new election may be made. Any subsequent election also
must be in writing and will only be effective six months after the date the
Outside Director delivers such election to the Secretary of the Company. There
will be no limit on the number of elections which an Outside Director can make
pursuant to the Amended Plan.
The number of shares of common stock which an Outside Director will receive
in lieu of cash will be determined by the Company by dividing the amount of the
cash payment which the Director has elected to receive in the form of common
stock by the Market Price (as defined) of a share of common stock on the
Issuance Date (as defined), and by rounding down to the nearest whole share of
common stock. Such shares will be issued to the Outside Director as of the
Issuance Date. For purposes of the Amended Plan, Market Price means the average
between the high and the low prices as reported for a day on the national
securities exchange on which the common stock is actively traded, as such prices
are accurately reported in The Wall Street Journal or, if there is no such
report for such day, such prices as so reported for the last business day before
such day. Issuance Date means (i) with respect to shares to be issued for fees
earned on the date of a regular quarterly Board meeting, the date of such
meeting and (ii) with respect to shares to be issued for fees earned between
regularly quarterly Board meetings, the date of the next regular Board meeting.
Shares of common stock issued under the Amended Plan may, at the Company's
discretion, be treasury shares or authorized but unissued shares of common
stock.
The Board of Directors of the Company may amend the Amended Plan from time to
time; provided, that no amendment will become effective absent the approval of
the Company's stockholders to the extent such amendment (under the terms of Rule
16b-3 of the Securities Exchange Act of 1934, as amended would (i) materially
increase the benefits accruing to participants under the plan, (ii) materially
increase the number of securities which may be issued under the plan, or (iii)
materially modify the requirements as to eligibility for participation in the
plan. In addition, the Company's Board of Directors will have the right to
terminate the Amended Plan at any time (subject to certain acceleration
provisions relating to vesting of shares issued pursuant to the Original Plan).
In the event the Company's stockholders approve the Amended Plan, all awards
made under the Original Plan will remain in effect subject to the terms and
conditions of the Original Plan. However, no additional awards will be made
under the Original Plan after April 28, 1995.
The full text of the Amended Plan is attached to this Proxy as Exhibit "A."
The amendment of the Original 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 amendment of the Original
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 5,330,238(1)(3) 19.08%
2500 Windy Ridge Parkway
Suite 1600
Atlanta, Georgia 30339
Spears, Benzak, Salomon & Farrell, Inc. 2,036,825(2)(4) 7.31%
45 Rockefeller Plaza
New York, New York 10111
Cohen & Steers Capital Management, Inc. 1,644,800(2)(5) 5.90%
757 Third Avenue
New York, New York 10017
Southeastern Asset Management, Inc. 1,553,500(2)(6) 5.57%
6075 Poplar Avenue
Suite 900
Memphis, Tennessee 38119
</TABLE>
(1) Ownership is as of February 1, 1995.
(2) Ownership is as of December 31, 1994.
(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 adviser. 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 11 of the
Restated Articles of Incorporation of the Company. Mr. Salomon, a Director
of the Company, is a Managing Director of Spears, Benzak, Salomon & Farrell,
Inc.
(5) The beneficial owner is an investment adviser. The beneficial owner has
indicated that it has sole voting power over 1,545,400 shares and sole
dispositive power over 1,644,800 shares. The beneficial owner has
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.
(6) The beneficial owner is an investment adviser. Mr. O. Mason Hawkins is
a co-filer of Schedule 13G in the event he could be deemed a controlling
person of the investment adviser. The beneficial owner has indicated that it
has sole voting power over 482,000 shares and sole dispositive power over
490,100 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 LLP, 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, 1995.
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
LLP 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, 1994, 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 29, 1995, 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, Atlanta, Georgia 30339.
OTHER MATTERS
The minutes of the Annual Meeting of Stockholders held on April 26, 1994 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 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 28, 1995
<PAGE>
EXHIBIT "A"
COUSINS PROPERTIES INCORPORATED
STOCK PLAN FOR OUTSIDE DIRECTORS
TABLE OF CONTENTS
PAGE
Section 1. PURPOSE A-1
Section 2. DEFINITIONS A-1
2.1. CPI A-1
2.2. Issuance Date A-1
2.3. Market Price A-1
2.4. Old Plan A-1
2.5. One Year Term A-1
2.6. Outside Director1
2.7. Plan A-1
2.8. Stock A-1
Section 3. STOCK IN LIEU OF CASH A-2
3.1. Available Shares A-2
3.2. Election A-2
3.3. Election Procedure A-2
3.4. Number of Shares A-2
3.5. Insufficient Shares A-2
Section 4. OLD PLAN A-3
Section 5. MISCELLANEOUS A-3
5.1. References A-3
5.2. Construction A-3
5.3. Stock Transfer A-3
5.4. Source of Stock A-3
5.5. Shareholder Approval A-3
5.6. Amendment A-3
5.7. Termination A-4
ECTION 1.
PURPOSE
The primary purpose of this Plan is to attract and retain well qualified
individuals as Outside Directors of CPI by granting Outside Directors the right
to elect to receive compensation in Stock in lieu of cash subject to the terms
and conditions set forth in this Plan. This Plan is an amendment and
restatement of the Cousins Properties Incorporated 1987 Restricted Stock Plan
for Outside Directors.
SECTION 2.
DEFINITIONS
2.1. CPI -- means Cousins Properties Incorporated and any successor to
such corporation.
2.2. Issuance Date -- means (i) with respect to shares to be issued for
fees earned on the date of a regular quarterly Board meeting, the date of such
meeting and (ii) with respect to shares to be issued for fees earned between
regular quarterly Board meetings, the date of the next regular Board meeting.
2.3. Market Price -- means the average between the high and the low
price as reported for a day on the national securities exchange on which Stock
is actively traded, as such prices are accurately reported in The Wall Street
Journal or, if there is no such report for such day, such prices as so reported
for the last business day before such day.
2.4. Old Plan -- means the Cousins Properties Incorporated 1987
Restricted Stock Plan for Outside Directors as in effect before the amendment
and restatement of such plan in the form of this Plan.
2.5. One Year Term -- means a one year term for membership on CPI's
Board of Directors.
2.6. Outside Director -- means a member of the Board of Directors of CPI
who performs no services whatsoever for CPI as a common law employee of CPI.
2.7. Plan -- means this Cousins Properties Incorporated Stock Plan for
Outside Directors, as such plan may be amended from time to time.
2.8. Stock -- means the $1.00 par value common stock of CPI.
SECTION 3.
STOCK IN LIEU OF CASH
3.1. Available Shares. There shall be 150,000 shares of Stock made
available for payments to Outside Directors under this Plan, including the
shares issued under this plan as of April 28, 1995.
3.2. Election. Each Outside Director shall have the right on or after
April 28, 1995 to elect (in accordance with Section 3.3) to receive Stock in
lieu of cash with respect to all or a specific percentage of
(a) any installment of his or her annual retainer, including,
beginning after the last One Year Term for which shares of Stock previously have
been awarded under the Old Plan, an annual amount of $5,000.00, which previously
was payable in shares of Stock under such Old Plan,
(b) any fee payable to him or to her for attending a meeting of CPI's
Board of Directors or a committee of such Board of Directors, and
(c) any fee payable to him or to her for serving as the chairperson
of a committee of CPI's Board of Directors.
3.3. Election Procedure. An election by an Outside Director under
Section 3.2 to receive Stock in lieu of cash shall be made in writing and shall
be effective six months after the date the Outside Director delivers such
election to the Secretary of CPI. An election may apply to one, or more than
one, cash payment described in Section 3.2. After an Outside Director has made
an election under this Section 3.3, he or she may elect to revoke such election
or may elect to revoke such election and make a new election. Any such
subsequent election shall be made in writing and shall be effective six months
after the date the Outside Director delivers such election to the Secretary of
CPI. There shall be no limit on the number of elections which an Outside
Director can make under this Section 3.3.
3.4. Number of Shares. The number of shares of Stock which an Outside
Director shall receive in lieu of any cash payment shall be determined by CPI by
dividing the amount of the cash payment which the Outside Director has elected
under Section 3.2 to receive in the form of Stock by the Market Price of a share
of Stock on the Issuance Date, and by rounding down to the nearest whole share
of Stock. Such shares shall be issued to the Outside Director as of the
Issuance Date.
3.5. Insufficient Shares. If the number of shares of Stock available
under this Plan are insufficient as of any date to issue the Stock called for
under Section 3.4, CPI shall issue Stock under Section 3.4 to each Outside
Director based on a fraction of the then available shares of Stock, the
numerator of which fraction shall equal the amount of the cash payment to the
Outside Director on which the issuance of such Stock was to be based under
Section 3.4 and the denominator of which shall equal the amount of the total
cash payments to all Outside Directors on which the issuance of such Stock was
to be based under Section 3.4. All elections made under this Section 3
thereafter shall be null and void, and no further Stock shall be issued under
this Plan with respect to any such elections.
SECTION 4.
OLD PLAN
All awards made under the Old Plan shall remain in effect subject to
the terms and conditions of the Old Plan. However, no additional awards shall
be made under the Old Plan after April 28, 1995.
SECTION 5.
MISCELLANEOUS
5.1. References. All references made to sections under this Plan shall
be to sections of this Plan.
5.2. Construction. The headings and sub-headings in this Plan have been
included for convenience of reference only. This Plan shall be construed in
accordance with the laws of the State of Georgia.
5.3. Stock Transfer. If any Stock issued under this Plan has not been
registered under the Securities Act of 1933, as amended, or any applicable state
securities law at the time such Stock is issued, CPI shall have the right as a
condition to the issuance of such Stock to require the Outside Director to make
such representations or take such other or additional action to satisfy any
requirements of, or any exemptions to, any applicable state or federal
securities laws respecting such issuance as CPI deems necessary or appropriate
under the circumstances, and no such issuance shall be made under this Plan
until such condition or conditions have been satisfied to CPI's satisfaction in
full.
5.4. Source of Stock. Stock issued under this Plan may (at CPI's
discretion) be issued from treasury Stock or from authorized but unissued Stock.
5.5. Shareholder Approval. This Plan shall be null and void if CPI's
shareholders fail to approve this Plan at a duly called meeting of such
shareholders, and any award or issuance of Stock under this Plan before the date
of such approval shall be made subject to such approval.
5.6. Amendment. The Board of Directors of CPI may amend this Plan from
time to time; provided, no such amendment shall become effective absent the
approval of CPI's shareholders to the extent such amendment (under the terms of
Rule 16b-3 of the Securities Exchange Act of 1934, as amended) would
(a) materially increase the benefits accruing to participants under
this Plan,
(b) materially increase the number of securities which may be issued
under this Plan, or
(c) materially modify the requirements as to eligibility to
participation in this Plan.
5.7. Termination. The Board of Directors of CPI shall have the right to
terminate this Plan at any time; provided, if this Plan is terminated, each
Outside Director shall be treated under Section 4.2(a) of the Old Plan as if he
died (for purposes of the Old Plan) on the date of such termination.
IN WITNESS WHEREOF, CPI has caused its President to execute this Plan
on its behalf this ________ day of _______________, 1995.
COUSINS PROPERTIES INCORPORATED
BY:______________________________
President
