COUSINS PROPERTIES INC
SC 13G/A, 1996-02-12
REAL ESTATE INVESTMENT TRUSTS
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                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C 20549


                                     SCHEDULE 13G


                      Under the Securities Exchange Act of 1934


                               (Amendment No.___4___)*


                                  Cousins Properties
          -----------------------------------------------------------------
                                   (Name of Issuer)

                                     common stock
          -----------------------------------------------------------------
                            (Title of Class of Securities)

                                      222795106
                          ----------------------------------
                                    (CUSIP Number)



     Check  the following box if a  fee is being paid  with this statement /__/.
     (A  fee is  not required  only if  the filing  person: (1)  has a  previous
     statement on file  reporting beneficial ownership of more than five percent
     of  the class  of securities  described in  Item l;  and  (2) has  filed no
     amendment  subsequent  thereto  reporting  beneficial  ownership   of  five
     percent or less of such class.) (See Rule 13d-7).

     *The remainder  of this  cover page  shall be  filled out  for a  reporting
     person's initial filing  on this form with respect  to the subject class of
     securities, and for  any subsequent amendment containing  information which
     would alter the disclosures provided in a prior cover page.

     The information required in  the remainder of this cover page shall  not be
     deemed  to be  "filed"  for the  purpose of  Section  18 of  the Securities
     Exchange  Act of  1934 ("Act") or  otherwise subject to  the liabilities of
     that section of  the Act but  shall be subject to  all other provisions  of
     the Act (however, see the Notes).








     SEC 1745 (2/92)              Page 1 of 5 pages
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     CUSIP No. 222795106                 13G                   Page 2 of 5 Pages


      1   NAME OF REPORTING PERSON
          S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

               Spears, Benzak, Salomon & Farrell, Inc.
               IRS ID No.: 13-2700161


      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                  (a) /__/
                                                  (b) /X_/
      3   SEC USE ONLY


      4   CITIZENSHIP OR PLACE OF ORGANIZATION

               New York Corporation

                    5    SOLE VOTING POWER
      NUMBER OF                    0

       SHARES       6    SHARED VOTING POWER
                               1,895,447 shares
     BENEFICIALLY

       OWNED BY     7    SOLE DISPOSITIVE POWER
                                   0
        EACH

      REPORTING

       PERSON       8    SHARED DISPOSITIVE POWER
                               1,895,447 shares
        WITH


      9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                         1,895,447 shares

     10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                         N/A

     11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                         6.8%

     12   TYPE OF REPORTING PERSON*

                         IA




     SEC 1745 (2/92)              Page 2 of 5 pages
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     CUSIP No. 222795106                 13G                   Page 3 of 5 Pages


     Item 1.
          (a)  Name of Issuer
                    Cousins Properties

          (b)  Address of Issuer's Principal Executive Offices
                    2500 Windy Ridge Parkway
                    Suite 1600
                    Marietta, GA  30067

     Item 2.
          (a)  Name of Person Filing

                    Spears, Benzak, Salomon & Farrell, Inc.

          (b)  Address of Principal Business Office or, if none, Residence

                    45 Rockefeller Plaza
                    New York, NY  10111

          (c)  Citizenship

                    New York Corporation

          (d)  Title of Class of Securities

                    common stock

          (e)  CUSIP Number

                    222795106

     Item 3. If this  statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
     check whether the person filing is a:

          (a) /__/  Broker or Dealer registered under Section 15 of the Act

          (b) /__/  Bank as defined in section 3(a)(6) of the Act

          (c) /__/  Insurance Company as defined in section 3(a)(19) of the act

          (d) /__/  Investment   Company  registered  under  section  8  of  the
                    Investment Company Act

          (e) /X_/  Investment  Adviser  registered  under section  203  of  the
                    Investment Advisers Act of 1940

          (f) /__/  Employee Benefit Plan, Pension Fund which is subject to  the
                    provisions of the  Employee Retirement  Income Security  Act
                    of 1974 or Endowment Fund; see 240.13d-l(b)(l)(ii)(F)





     SEC 1745 (2/92)              Page 3 of 5 pages
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     CUSIP No. 222795106                 13G                   Page 4 of 5 Pages


          (g) /__/  Parent     Holding     Company,    in     accordance    with
                    240.13d-l(b)(ii)(G) (Note: See Item 7)

          (h) /__/  Group, in accordance with 240.13d-l(b)(l)(ii)(H)

     Item 4. Ownership

          If  the percent  of the  class owned,  as of  December 31 of  the year
     covered by the statement, or as  of the last day of any  month described in
     Rule  13d-l(b)(2),  if  applicable,  exceeds  five   percent,  provide  the
     following  information as  of  that date  and  identify those  shares which
     there is a right to acquire.

          (a)  Amount Beneficially Owned
                    1,895,447 as of December 31, 1995

          (b)  Percent of Class
                    6.8% of the  issued and outstanding shares  of common  stock
                    as of December 31, 1995

          (c)  Number of  shares as to  which such person has  the filing person
               shares the  power to vote and  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 vote  and dispose  of the shares  and may  at any time  revoke
               such  filing  person's  authority  to  vote  and  dispose  of the
               shares.

     Item 5. Ownership of Five Percent or Less of a Class

          Not applicable.

     Item 6. Ownership of More than Five Percent on Behalf of Another Person.

          A variety  of individuals, groups  and corporations  for whom  Spears,
          Benzak,  Salomon &  Farrell, Inc.  serves as  investment  adviser have
          rights  to dividends  and  proceeds of  the  securities to  which this
          filing relates.

     Item 7. Identification  and Classification of the Subsidiary Which Acquired
     the Security Being Reported on By the Parent Holding Company

          Not applicable.

     Item 8. Identification and Classification of Members of the Group

          Not applicable.

     Item 9. Notice of Dissolution of Group

          Not applicable.



     SEC 1745 (2/92)              Page 4 of 5 pages
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     CUSIP No. 222795106                 13G                   Page 5 of 5 Pages


     Item 10. Certification

               By  signing below I certify that, to the best of my knowledge and
               belief,  the securities referred  to above  were acquired  in the
               ordinary  course  of  business and  were  not  acquired  for  the
               purpose of  and do not have the effect of changing or influencing
               the  control  of the  issuer  of  such  securities  and were  not
               acquired  in  connection  with   or  as  a  participant   in  any
               transaction having such purposes or effect.

          After reasonable inquiry  and to the best of  my knowledge and belief,
     I certify  that  the information  set  forth  in this  statement  is  true,
     complete and correct.


     February 5, 1996


     Spears, Benzak, Salomon & Farrell, Inc.

     By: /s/ Michael R. Parker
         ----------------------------
































     SEC 1745 (2/92)              Page 5 of 5 pages
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