SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995 Commission file number 2-20111
COUSINS PROPERTIES INCORPORATED
A GEORGIA CORPORATION
I.R.S. EMPLOYER IDENTIFICATION NO. 58-086952
2500 WINDY RIDGE PARKWAY
ATLANTA, GEORGIA 30339
TELEPHONE: 770-955-2200
Name of exchange on which registered: New York Stock Exchange
Securities registered pursuant to Section 12(b) of the Act: Common Stock
($1 Par Value)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
As of March 20, 1996, 28,345,020 common shares were outstanding; and the
aggregate market value of the common shares of Cousins Properties Incorporated
held by nonaffiliates was $397,712,906.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents have been incorporated by reference into the
designated Part of this Form 10-K:
Registrant's Proxy Statement Part III, Items 10, 11, 12 and 13
dated March 29, 1996
Registrant's Annual Report to Part II, Items 5, 6, 7 and 8
Stockholders for the year
ended December 31, 1995
Item 2. Properties
Table of Major Properties
The following tables set forth certain information relating to major office and
retail properties, stand alone retail lease sites, and land held for investment
and future development in which the Company has a 50% or greater ownership
interest. All information presented is as of December 31, 1995, except
percentage leased which is as of March 15, 1996. Dollars are stated in
thousands.
Item 2. Properties
Table of Major Properties
The following tables set forth certain information relating to major
office and retail properties, stand alone retail lease sites, and land held for
investment and future development in which the Company has a 50% or greater
ownership interest. All information presented is as of December 31, 1995, except
percentage leased which is as of March 15, 1996. Dollars are stated in
thousands.
<TABLE>
<CAPTION>
Percentage
Description, Year Rentable Leased Average Major
Location Development Company's Square Feet as of 1995 Major Tenants (lease Tenants'
and Completed Joint Venture Ownership and Acres March 15, Economic expiration/options Rentable
Zip Code or Acquired Partner Interest as Noted 1996 Occupancy expiration) Sq. Feet
- ------------ ----------- ------------- --------- ----------- ---------- --------- -------------------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Office
Wildwood Office Park:
Suburban Atlanta, GA
2300 Windy
Ridge Parkway
30339-5671 1987 IBM 50% 634,000 95% 92% IBM (2002/2012) 240,430
12 Acres Georgia-Pacific Corporation 63,006
(2002/2007) (21)
Electrolux (2000/2005) 62,576
Computer Associates 62,445
(2005/2010)
Chevron USA (1998) 50,242
2500 Windy
Ridge Parkway
30339-5683 1985 IBM 50% 313,000 87% 88% Coca-Cola Enterprises Inc. 165,180
8 Acres (1998/2008)
3200 Windy
Hill Road
30339-5609 1991 IBM 50% 681,000 95% 95% IBM (2001/2011) 440,139
15 Acres Equifax (4) (1998/2003) 68,402
W.H. Smith Inc. 41,858
(2002/2007)
3301 Windy Ridge
Parkway
30339-5685 1984 N/A 100% 106,000 70% 70% TSW International, Inc. 73,896
10 Acres (2003/2008) (3)
3100 Windy Hill
Road
30339-5605 1983 N/A (5) 188,000 100% 100% IBM (1998/2003) 188,000
13 Acres
Wildwood Parkway
30339-9999 (13) IBM 50% 250,000 91% (13) Georgia-Pacific 227,000
13 Acres Corporation (2012/2017)
(3)(13)(20)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Adjusted
Cost and
Adjusted
Cost Less Debt
Depreciation Maturity
and and
Amortization Debt Interest
(1) Balance Rate
------------ ------- ---------
<S> <C> <C> <C>
Office
- ------
Wildwood Office Park:
Suburban Atlanta, GA
2300 Windy
Ridge Parkway
30339-5671 $76,257 $ 72,000 12/1/05
$54,337 7.56%
2500 Windy
Ridge Parkway
30339-5683 $27,414 $ 26,000 12/15/05
$18,307 7.45%
3200 Windy
Hill Road
30339-5609 $78,319 $ 0 N/A
$63,326
3301 Windy Ridge
Parkway
30339-5685 $10,368 $ 0 N/A
$ 7,179
3100 Windy Hill
Road
30339-5605 $17,416(5) $ 0 N/A
$17,416(5)
4100/4300
Wildwood Parkway
30339-9999 $10,964 $ 0 N/A
(13)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Percentage
Description, Year Rentable Leased Average Major
Location Development Company's Square Feet as of 1995 Major Tenants (lease Tenants'
and Completed Joint Venture Ownership and Acres March 15, Economic expiration/options Rentable
Zip Code or Acquired Partner Interest as Noted 1996 Occupancy expiration) Sq. Feet
- ------------ ----------- ------------- --------- ----------- ---------- --------- -------------------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Office (Continued)
- ------------------
NationsBank Plaza
Atlanta, GA
30308-2214 1992 NationsBank(4) 50%(6) 1,256,000 92% 83% NationsBank(4) 572,742
4 Acres (2012/2042)
Ernst & Young 188,175
(2007/2017)
Troutman Sanders 178,459
(2007/2017)
Paul Hastings (2012/2017) 68,980
Hunton & Williams 56,560
(2004/2009)
First Union Tower
Greensboro, NC
27401-2167 1990 N/A(7) 100%(7) 317,000 91% 85% Smith Helms Mullis & 70,360
1 Acre Moore (2000/2015)
First Union Bank (4) 62,622
(2009/2019)
Halstead Industries 60,253
(2000/2005)
Ten Peachtree Place
Atlanta, GA
30309-3814 1991 Coca-Cola(4) 50%(6) 259,000 100% 100% Coca-Cola (4) (2001/2006) 259,000
5 Acres
Summit Green
Greensboro, NC
27408-7023 1986 IBM 50% 135,000 99% 100% IBM (1996/2006) 75,797
9 Acres(9) Fitech Systems (1999/2004) 22,688
Massachusetts Mutual 11,476
Life Ins. Co. (1997/2002)
John Marshall-II
Suburban
Washington, D.C.
22102-3802 (13) Carr Realty 50% 224,000 100% (13) Booz-Allen & Hamilton 224,000
. Corporation (4) 3 Acres (2011/2016)
100 North Point Center East
Suburban Atlanta, GA
30202-4885 1995(11) N/A 100% 128,000 55% (11) Schweitzer-Mauduit 30,728
Acres International, Inc.
(2001/2007)
Green Tree Financial 21,914
(2006/2011)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Adjusted
Cost and
Adjusted
Cost Less Debt
Depreciation Maturity
and and
Amortization Debt Interest
(1) Balance Rate
------------ ------- ---------
<S> <C> <C> <C>
Office (Continued)
- ------------------
NationsBank Plaza
Atlanta, GA
30308-2214 $222,735 $ 0 N/A
$196,621
First Union Tower
Greensboro, NC
27401-2167 $33,651(7) $ 0 N/A
$25,304(7)
Ten Peachtree Place
Atlanta, GA
30309-3814 $23,474 $20,971 11/30/01(8)
$20,897 8.00%
Summit Green
Greensboro, NC
27408-7023 $10,540 $10,547 4/01/98
$ 7,420 9.875%
John Marshall-II
Suburban
Washington, D.C.
22102-3802 $25,379 $15,518 6/21/98(10)
. (13) Renewable
Floating
100 North Point Center East
Suburban Atlanta, GA
30202-4885 $ 9,779 $ 0 N/A
(11)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Percentage
Description, Year Rentable Leased Average Major
Location Development Company's Square Feet as of 1995 Major Tenants (lease Tenants'
and Completed Joint Venture Ownership and Acres March 15, Economic expiration/options Rentable
Zip Code or Acquired Partner Interest as Noted 1996 Occupancy expiration) Sq. Feet
- ------------ ----------- ------------- --------- ----------- ---------- --------- -------------------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Office (Continued)
- ------------------
200 North Point Center East
Suburban Atlanta, GA
30202-4885 (13) N/A 100% 125,000 0% (13) N/A N/A
7 Acres
Retail Centers and Malls
Haywood Mall
Greenville, SC
29607-2749 1977/1995 Corporate 50% 1,256,000 95% 86% Sears (12) N/A
Property 86 acres overall of J.C. Penney (12) N/A
Investors(4) of which 83% of Venture Rich's (12) N/A
330,000 and Venture owned Belk (12) N/A
19 acres are owned Dillard's (12) N/A
owned by
venture (9)
Perimeter Expo
Atlanta, GA
30338-1519 1993 N/A 100% 290,000 95% 100% The Home Depot Expo (12) N/A
19 acres overall of Marshalls (2014/2029) 36,598
of which 92% of Company Best Buy (2014/2029) 36,090
170,000 and Company owned Linens`N Things (2014/2024) 30,351
10 acres are owned Office Max (2013/2033) 23,500
owned by The Sport Shoe (2004/2014) 14,348
the Company
North Point MarketCenter Phases I & II
Suburban
Atlanta, GA
30202-4889 1994/1995 N/A 100% 486,000 100% 89% Target (12) N/A
(14) (14) 60 Acres(16) (15) Babies "R" Us (2012/2032) 50,275
of which Media Play (2010/2025) 48,884
370,000 and Marshalls (2010/2025) 40,000
49 acres are Rhodes(2011/2021) 40,000
owned by Linens`N Things 35,000
the Company (2005/2025)
United Artists (2014/2034) 34,733
Circuit City (2015/2030) 33,420
PETsMART (2009/2029) 25,465
Gap's Old Navy Store 17,000
(2001/2011)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Adjusted
Cost and
Adjusted
Cost Less Debt
Depreciation Maturity
and and
Amortization Debt Interest
(1) Balance Rate
------------ ------- ---------
<S> <C> <C> <C>
Office (Continued)
- ------------------
200 North Point Center East
Suburban Atlanta, GA
30202-4885 $ 768 $ 0 N/A
(13)
Retail Centers and Malls
- ------------------------
Haywood Mall
Greenville, SC
29607-2749 $49,044 $ 0 N/A
$38,740
Perimeter Expo
Atlanta, GA
30338-1519 $19,707 $21,442 8/15/05
$18,837 8.04%
North Point MarketCenter Phases I & II
Suburban
Atlanta, GA
30202-4889 $25,121(14) $29,853 7/15/05
$23,841(14) 8.50%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Percentage
Description, Year Rentable Leased Average Major
Location Development Company's Square Feet as of 1995 Major Tenants (lease Tenants'
and Completed Joint Venture Ownership and Acres March 15, Economic expiration/options Rentable
Zip Code or Acquired Partner Interest as Noted 1996 Occupancy expiration) Sq. Feet
- ------------ ----------- ------------- --------- ----------- ---------- --------- -------------------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Retail Centers and Malls (Continued)
- ------------------------------------
Presidential MarketCenter Phase I
Suburban
Atlanta, GA
30278-2149 1994 N/A 100% 320,000 100% 98% Target (12) N/A
29 acres overall of Publix Super Market 56,146
of which 100% Company (2019/2044)
204,000 and of Company owned HomeGoods, Inc. (2004/2014) 35,000
19 acres owned T.J. Maxx (2004/2014) 32,000
are owned Marshalls (2010/2025) 30,000
by the
Company
Presidential MarketCenter Phase II
Suburban
Atlanta, GA
30278-2149 (13) N/A 100% 130,000(13) 54% (13) MJDesigns (4) 37,957
15 Acres (2011/2026)(13)
Office Depot, Inc. 31,615
(2011/2026)(13)
Lovejoy Station
Suburban
Atlanta, GA
30228-9999 1995 N/A 100% 77,000 96% 7% Publix Super Market 47,955
12 Acres (17) (2016/2036)
Lawrenceville MarketCenter
Suburban
Atlanta, GA
30243-5420 1995 N/A 100% 499,000 100% 22% Target (2014/2040) 117,000
56 Acres (18) Home Depot (2025/2040) 103,000
AMC Theater (4)(2016/2036) 64,319
MJDesigns (4)(2011/2026) 36,966
Linens`N Things (2010/2025) 35,000
Goody's (2008/2026) 32,400
Marshalls (2011/2026) 30,000
PETsMART (2011/2031) 25,416
Gap's Old Navy Store 14,000
(2002/2012)
Colonial Plaza MarketCenter
Orlando, FL
32803-5029 (13) N/A 100% 533,000 60% (13) Circuit City (2017/2037)(13) 43,432
49 Acres Barnes & Noble(2011/2021)(13) 40,450
Rhodes (2011/2026)(13) 40,000
Baby Superstore(2006/2021)(13)40,000
Linens`N Things 35,000
(2011/2026)(13)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Adjusted
Cost and
Adjusted
Cost Less Debt
Depreciation Maturity
and and
Amortization Debt Interest
(1) Balance Rate
------------ ------- ---------
<S> <C> <C> <C>
Retail Centers and Malls (Continued)
- ------------------------------------
Presidential MarketCenter Phase I
Suburban
Atlanta, GA
30278-2149 $10,045 $ 0 N/A
$ 9,622
Presidential MarketCenter Phase II
Suburban
Atlanta, GA
30278-2149 $ 3,822 $ 0 N/A
(13)
Office
Lovejoy Station
Suburban
Atlanta, GA
30228-9999 $ 6,132 $ 0 N/A
$ 6,120
Lawrenceville MarketCenter
Suburban
Atlanta, GA
30243-5420 $16,647 $ 0 N/A
$16,566
AMC
Colonial Plaza MarketCenter
Orlando, FL
32803-5029 $26,517 $ 0 N/A
(13)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Percentage
Description, Year Rentable Leased Average Major
Location Development Company's Square Feet as of 1995 Major Tenants (lease Tenants'
and Completed Joint Venture Ownership and Acres March 15, Economic expiration/options Rentable
Zip Code or Acquired Partner Interest as Noted 1996 Occupancy expiration) Sq. Feet
- ------------ ----------- ------------- --------- ----------- ---------- --------- -------------------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Retail Centers and Malls (Continued)
- ------------------------------------
Colonial Plaza MarketCenter (Continued) Luria's (2011/2026)(13) 32,900
Marshalls (2011/2026)(13) 30,400
Ross Stores (2006/2026)(13) 28,000
Walgreen Co. (2002/2012)(13) 18,614
Gap's Old Navy Store 17,920
(2002/2012)(13)
Mansell Crossing Phase II
Suburban
Atlanta, GA
30202-4822 (13) N/A 100% 100,000 61% (13) Bed Bath & Beyond 40,000
(14) (14) 13 Acres (2010/2025)(13)
Rooms To Go (2015/2035)(13) 21,000
Greenbrier MarketCenter
Chesapeake, VA
23327-9999 (13) N/A 100% 474,000 76% (13) Target (2016/2046)(13) 117,220
38 Acres Harris Teeter, Inc. 50,000
(2015/2035)(13)
Bed Bath & Beyond 40,484
(2011/2026)(13)
Baby Superstore, Inc. 40,000
(2005/2020)(13)
Kinetex, Inc. (2011/2026)(13) 33,111
Barnes & Noble Superstores, 30,545
Inc. (2010/2020)(13)
PETsMART (2010/2030)(13) 26,040
Office Max (2011/2026)(13) 23,484
Rivermont Station
Suburban
Atlanta, Ga.
30076-9999 (13) N/A 100% 92,000 73% (13) Harris Teeter, Inc. 58,261
19 Acres (2015/2035)(13)
CVS Drug Store (4) 8,775
(2006/2021)(13)
Los Altos MarketCenter
Long Beach, CA
90815-3126 (19) N/A 100% 280,000 (19) (19) Sears (12) N/A
19 Acres Circuit City(4)(2016/2036)(19)37,591
of which Borders, Inc. (2017/2037)(19) 30,000
152,000 and Bristal Farms(4)(2011/2031(19)28,200
17 Acres CompUSA, Inc.(2011/2021)(19) 25,620
are owned by Savon Drugs(4)(2016/2026)(19) 16,914
the Company
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Adjusted
Cost and
Adjusted
Cost Less Debt
Depreciation Maturity
and and
Amortization Debt Interest
(1) Balance Rate
------------ ------- ---------
<S> <C> <C> <C>
Colonial Plaza MarketCenter (Continued)
- ---------------------------------------
Ross
Gap's
Mansell Crossing Phase II
Suburban
Atlanta, GA
30202-4822 $ 5,367 $ 0 N/A
(13)(14)
Rooms To
Greenbrier MarketCenter
Chesapeake, VA
23327-9999 $15,674 $ 0 N/A
(13)
Rivermont Station
Suburban
Atlanta, Ga.
30076-9999 $ 8,468 $ 0 N/A
(13)
Los Altos MarketCenter
Long Beach, CA
90815-3126 (19) $ 0 N/A
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Percentage
Description, Year Rentable Leased Average Major
Location Development Company's Square Feet as of 1995 Major Tenants (lease Tenants'
and Completed Joint Venture Ownership and Acres March 15, Economic expiration/options Rentable
Zip Code or Acquired Partner Interest as Noted 1996 Occupancy expiration) Sq. Feet
- ------------ ----------- ------------- --------- ----------- ---------- --------- -------------------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Stand Alone Retail Sites Adjacent to Company's Office and Retail Projects
Wildwood Office Park
Suburban
Atlanta, GA
30339-5671 1985-1993 IBM 50% 16 Acres 91% 89% N/A N/A
GA Highway 400 Property
Suburban
Atlanta, GA
30202-4885 1993 N/A 100% 30 Acres 81% 56% N/A N/A
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Adjusted
Cost and
Adjusted
Cost Less Debt
Depreciation Maturity
and and
Amortization Debt Interest
(1) Balance Rate
------------ ------- ---------
<S> <C> <C> <C>
Stand Alone Retail Sites Adjacent to Company's Office and Retail Projects
Wildwood Office Park
Suburban
Atlanta, GA
30339-5671 $ 8,739 $ 0 N/A
$ 7,834
GA Highway 400 Property
Suburban
Atlanta, GA
30202-4885 $ 4,721 $ 0 N/A
$ 4,694
</TABLE>
(1)Cost as shown in the accompanying table includes deferred leasing and
financing costs and other related assets. For each of the following
projects: 2300 and 2500 Windy Ridge Parkway, 3200 Windy Hill Road,
4100/4300 Wildwood Parkway and Wildwood Stand Alone Retail Lease Sites, the
cost shown is what the cost would be if the venture's land cost were
adjusted downward to the Company's lower basis in the land it contributed
to the venture.
(2)Not used.
(3)TSW International, Inc. and Georgia-Pacific Corporation have the
right to terminate their leases in 1998 and 2007, respectively, upon
payment of significant cancellation penalties.
(4)Actual tenant or venture partner is affiliate of entity shown.
(5)For 3100 Windy Hill Road, the cost shown is the Company's carrying value
of the land lease and first mortgage note from which it derives
substantially all of the economic benefits of the property.
(6)See "Major Properties" - "NationsBank Plaza" and "Ten Peachtree Place"
where the partnership's preferences are discussed.
(7)The Company has the option to purchase its 15% minority partner's interest
in the First Union Tower for $999,000 by July 31, 1996. Pursuant to this
partnership amendment, the Company is entitled to 100% of the earnings and
cash flow from the partnership through the option period. As a result, the
accompanying table discloses all information as if the Company owned 100%
of First Union Tower and includes the $999,000 buyout amount in the
Adjusted Cost amounts disclosed in the accompanying table.
(8)Maturity of the Ten Peachtree Place mortgage debt is extendible to
December 31, 2008. Rate becomes floating after November 30, 2001.
(9)Summit Green and a portion of the Haywood Mall parking lot (3 acres) are
subject to long-term ground leases.
(10) The rate on the construction loan on the John Marshall-II building floats
at .90% over LIBOR rate. LIBOR rate averaged 5.74% for the month of
December 1995. The venture has a commitment for a $24,675,000, 17 year
fully amortizing non-recourse mortgage note at a 7% interest rate which
should fund by April 1996.
(11) 100 North Point Center East was completed in December 1995, but was not
considered operational for financial reporting purposes until the first
quarter of 1996.
(12) This anchor tenant owns its own space.
(13) Project was under construction as of December 31, 1995. Lease expiration
dates are based upon estimated commencement dates, and square footage is
estimated.
(14) At December 31, 1995, the Company had interests in two partnerships with
Coca-Cola which were exchanged effective January 1, 1996: Spring/Haynes
Associates (50% interest) and North Point Market Associates, L.P. (82.3%
interest). The Company and Coca-Cola entered into an exchange transaction
which effectively resulted in Coca-Cola receiving 100% of the Spring/Haynes
Associates' property and the Company receiving $1,092,000 in cash and 100%
of North Point Market Associates, L.P.'s properties (North Point
MarketCenter and Mansell Crossing Phase II). The above table discloses all
information as if the exchange transaction had occurred on December 31,
1995.
(15) North Point MarketCenter Phase II became operational for financial
reporting purposes in mid 1995. Thus, economic occupancy reported for North
Point MarketCenter Phase II does not include a full year of operations.
(16) North Point MarketCenter includes approximately 6 outparcels available for
ground lease to freestanding users, of which four are currently leased. The
remaining 2 sites are expected to be developed for freestanding retailers
in 1996.
(17) Lovejoy Station became partially operational for financial reporting
purposes in December 1995. Thus, economic occupancy reported for Lovejoy
Station does not include a full year of operations.
(18) Lawrenceville MarketCenter became partially operational for financial
reporting purposes in late 1995. Thus, economic occupancy reported for
Lawrenceville MarketCenter does not include a full year of operations.
(19) Land was acquired and construction commenced on Los Altos MarketCenter
subsequent to December 31, 1995. Lease expiration dates are based upon
estimated commencement dates, and square footage is estimated.
(20) Tenant has the option to purchase the building on its lease expiration date
for a price of $33,750,000.
(21) Tenant has the right to terminate its lease in 1997.
<PAGE>
<TABLE>
<CAPTION>
Land Held for Investment and Future Development (excluding Retail Outparcels)
Adjusted
Cost
Less
Developable Joint Company's Depreciation
Land Area Venture Ownership and Debt
Description, Location and Zoned Use Year Acquired (Acres)(1) Partner Interest Amortization Balances
- ----------------------------------- ------------- ---------- ------- --------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
Wildwood Office Park
Suburban Atlanta, Georgia
Office and Commercial 1971-1987 148 N/A 100% $ 7,005 $ 0
Office and Commercial 1971-1982 42 IBM 50% $12,676(2) $ 0
Georgia Highway 400 Land
(Georgia Highway 400 & Haynes
Bridge Road)(3)
Suburban Atlanta, Georgia
Office and Commercial - East 1970-1985 63 N/A 100% $ 1,856 $ 0
Office and Commercial - West 1970-1985 230 N/A 100% $ 4,422 $ 0
Midtown Atlanta
Office and Commercial 1984 2 N/A 100% $ 1,975 $ 0
Temco Associates
(Paulding County)
Suburban Atlanta, Georgia 1991 --(5) Temple-Inland 50% --(5) $ 0
Inc. (4)
Lawrenceville
Gwinnett County
Suburban Atlanta, Georgia
Single-Family Residential
and Commercial 1994 84 N/A 100% $ 1,484 $ 0
</TABLE>
(1) Based upon management's estimates.
(2) For the portion of the Wildwood Office Park land owned by a joint
venture, the cost shown is what the cost would be if the venture's
land cost were adjusted downward to the Company's lower basis in the
land it contributed to the venture. The adjusted cost excludes
building predevelopment costs of $1,252,000.
(3) The Georgia Highway 400 property is located both east and west of
Georgia Highway 400. Currently, only the land which is located east of
Georgia Highway 400 is being developed, but planning has begun for
additional development on the west side property. This land surrounds
North Point Mall, a 1.1 million square foot regional mall (currently
being expanded to 1.3 million square feet) on a 100 acre site which
the Company sold in 1988 to a joint venture of Homart Development Co.
and JMB/Federated Realty Associates, Ltd.
(4) Joint venture partner is an affiliate of the entity shown.
(5) Temco Associates has an option through March 2006, with no carrying
costs, to acquire approximately 35,000 acres in Paulding County,
Georgia (northwest of Atlanta, Georgia), of which approximately 13,000
acres would be a fee simple interest and approximately 22,000 acres
would be a timber rights interest only. The option may be exercised in
whole or in part over the option period. Temco Associates has engaged
in certain sales of land as to which it simultaneously exercised its
purchase option. During 1993 and 1994, approximately 1,100 and 72
acres, respectively of the option related to the fee simple interest
was exercised and simultaneously sold for gross profits of $305,000
and $243,000, respectively. None of the option was exercised in 1995.
<PAGE>
Major Properties
- ----------------
General
- -------
This section describes the major operating properties in which the Company
has an interest either directly or indirectly through joint venture
arrangements. A "negative investment" in a joint venture results from
distributions of capital to the Company, if any, exceeding the sum of (i) the
Company's contributions of capital and (ii) reported earnings (losses) of the
joint venture allocated to the Company. "Investment" in a joint venture means
the book value of the Company's investment in the joint venture.
Wildwood Office Park
- --------------------
Wildwood Office Park is a 289 acre Class A commercial development in
suburban Atlanta master planned by I.M. Pei, including 7 office buildings (of
which 2 are under construction) containing 2,172,000 rentable square feet. The
property is zoned for office, institutional and commercial use, with over 7
million additional gross square feet of office and commercial space planned for
the park. Approximately 107 acres in the park are owned by, or committed to be
contributed to, Wildwood Associates (see below), including approximately 42
acres of land held for future development. The Company owns 100% of the 148 acre
balance of the land available for future development.
Located in Atlanta's northwest commercial district, just north of the
Interstate 285/Interstate 75 intersection, Wildwood features convenient access
to all of Atlanta's major office, commercial and residential districts. The
Wildwood complex overlooks the Chattahoochee River and borders 1,200 acres of
national forest, thus providing an urban office facility in a forest setting.
Wildwood Associates. Wildwood Associates is a joint venture formed in 1985
between the Company and IBM. The Company and IBM each have a 50% interest in
Wildwood Associates. At December 31, 1995, the Company's investment in Wildwood
Associates and a related partnership (see "Summit Green") was approximately $2.2
million, which included the cost of the land the Company is committed to
contribute to Wildwood Associates.
Wildwood Associates owns the 3200 Windy Hill Road Building (681,000
rentable square feet), the 2300 Windy Ridge Parkway Building (634,000 rentable
square feet), the 2500 Windy Ridge Parkway Building (313,000 rentable square
feet) and the 4100/4300 Wildwood Parkway Buildings (250,000 rentable square
feet, which is under construction). At March 15, 1996, these buildings were 95%,
95%, 87%, and 91% leased, respectively. Wildwood Associates also owns 15 acres
leased to two banking facilities and five restaurants.
Wildwood Associates refinanced two mortgage notes in December 1995. The
2300 Windy Ridge Parkway Building which had an $81 million balance at a 9.09%
rate and matured in August 1999, was refinanced with a $72 million 7.56%
mortgage note due in 10 years. The 2500 Windy Ridge Parkway Building which had a
$31 million balance at a 9.125% rate and matured in June 1996, was refinanced
with a $26 million 7.45% mortgage note due in 10 years.
The 3200 Windy Hill Road Building and the 4100/4300 Wildwood Parkway
Buildings have no mortgage debt and are unencumbered assets. Wildwood Associates
has a $50 million bank line of credit (the Company severally guarantees
one-half) under which $26.3 million was drawn at December 31, 1995.
Other Buildings in Wildwood Office Park. Wildwood Office Park also contains
the 3301 Windy Ridge Parkway Building, a 106,000 rentable square foot office
building located on approximately 10 acres which is wholly owned by the Company.
Commencing January 1994, a single tenant, TSW International, Inc., leased the
building for a term of ten years. The lease was initially for 60% of the
building with options permitting the tenant to expand its occupancy to the
remainder of the building over the next several years; the first such option for
an additional 10% of the space was exercised in the fourth quarter of 1994. In
addition, the 3100 Windy Hill Road Building, a 188,000 rentable square foot
corporate training facility occupies a 13-acre parcel of land which is wholly
owned by the Company. The training facility improvements were sold in 1983 to a
limited partnership of private investors, at which time the Company received a
leasehold mortgage note. The training facility land was simultaneously leased to
the partnership for thirty years, along with certain equipment for varying
periods. The training facility was 100% leased by the partnership to IBM through
November 1993. In January 1993, the IBM lease was extended through November 30,
1998. Concurrently with the IBM extension, the mortgage note and related leases
were also modified (see Note 3).
North Point
- -----------
North Point is a mixed-use commercial development located in north central
suburban Atlanta, Georgia off of Georgia Highway 400, a six lane state highway
that runs from downtown Atlanta to the northern Atlanta suburbs. The Company
owns approximately 169 and 230 acres located on the east and west sides of
Georgia Highway 400, respectively. Currently, only the land which is located
east of Georgia Highway 400 is being developed, but planning has begun for
additional development on the west side property. The Company previously sold
100 acres of its holdings located on the east side of Georgia Highway 400 in
1988 to a joint venture of Homart Development Co. and JMB/Federated Realty
Associates, Ltd. This joint venture constructed North Point Mall, a 1.1 million
square foot regional mall which opened in October 1993 and has been expanded to
1.3 million square feet with the addition of a sixth anchor store (Dillard's).
The following describes the various components of North Point.
North Point MarketCenter and Mansell Crossing Phase II. Through December
31, 1995, these two retail properties were owned by North Point Market
Associates, L.P. ("NPMA") a limited partnership between Cousins (82.3%) and an
affiliate of Coca-Cola (17.7%). At December 31, 1995, Cousins also had a 50%
interest with an affiliate of Coca-Cola in another partnership, Spring/Haynes
Associates, which owned approximately 11 acres of land in midtown Atlanta.
Effective January 1, 1996, Cousins and Coca-Cola entered into a transaction to
exchange their interests in these two partnerships, which effectively resulted
in Coca-Cola receiving 100% of the Spring/Haynes Associates' property and
Cousins receiving $1,092,000 in cash and 100% of North Point Market Associates,
L.P.'s properties (North Point MarketCenter and Mansell Crossing Phase II).
North Point MarketCenter, which is 100% leased as of March 15, 1996, is a
486,000 square foot retail power center (of which 370,000 square feet are owned
by Cousins) located adjacent to North Point Mall. North Point MarketCenter-Phase
I (313,000 square feet) became operational for financial reporting purposes in
May 1994, with Phase II (173,000 square feet, of which 57,000 are owned by
Cousins) becoming fully operational for financial reporting purposes in
September 1995. Construction commenced in May 1995 on Mansell Crossing Phase II,
an approximately 100,000 square foot expansion of an existing retail power
center previously developed by the Company for a third party. North Point
MarketCenter also includes six outparcels available for ground lease to
freestanding users, of which four are currently leased.
North Point Center East. In November 1995, construction commenced on 200
North Point Center East, an approximately 125,000 rentable square foot Class A
office building located adjacent to 100 North Point Center East. 100 North Point
Center East, an approximately 128,000 rentable square foot Class A office
building opened in December 1995 and should become operational for financial
reporting purposes in the first quarter of 1996. These two office buildings are
located on 14 acres adjacent to North Point Mall.
Other North Point Property. Approximately 30 acres of the North Point land
are being ground leased in 1 to 5 acre sites to freestanding users.
Approximately 24 acres were leased as of March 15, 1996.
The remaining approximately 293 developable acres at North Point are 100%
owned by the Company. Approximately 63 acres of this land are located on the
east side of Georgia Highway 400 and are zoned for mixed-use development
including retail and office space. Approximately 230 acres of the land are
located on the west side of Georgia Highway 400 and are zoned for office,
institutional and light industrial use.
Other Office Properties
- -----------------------
NationsBank Plaza. NationsBank Plaza is a Class A, 55-story, 1.3 million
rentable square foot office tower designed by Kevin Roche and is located on
approximately 4 acres of land between the midtown and downtown districts of
Atlanta, Georgia. The building, which was completed in 1992, was approximately
92% leased at March 15, 1996. An affiliate of NationsBank leases 46% of the
rentable square feet. NationsBank Plaza was developed by CSC Associates, L.P.
("CSC"), a joint venture formed by the Company and a wholly owned subsidiary of
NationsBank Corporation, each as 50% partners.
In October 1993, the partnership fully repaid all of its debt with equity
contributions of $86.7 million made by each partner. At December 31, 1995, the
Company's investment in CSC was approximately $104,776,000.
CSC's net income or loss and cash distributions are allocated to the
partners based on their percentage interests (50% each), subject to a preference
to Cousins, which preference resulted in Cousins recognizing $874,000, $451,000,
and $36,000 in income over what it would have otherwise recognized in the years
ended December 31, 1993, 1994, and 1995, respectively. No additional preference
is due to Cousins.
First Union Tower. First Union Tower is a Class A office building
containing approximately 317,000 rentable square feet. The property is located
on approximately one acre of land in downtown Greensboro, North Carolina. First
Union Tower opened in the first quarter of 1990 and at March 15, 1996 was
approximately 91% leased.
First Union Tower is owned by North Greene Associates Limited Partnership
("NGA"), which was formed in 1987 as a joint venture between Cousins and Weaver
Downtown Limited Partnership. Cousins has an 85% ownership interest in NGA, and
accounts for it as a consolidated entity. Pursuant to an amendment to the
partnership agreement executed as of August 1, 1995, Cousins has the option to
purchase its partner's interest for $999,000 by July 1996 and is entitled to
100% of the earnings and cash flow from the partnership through the option
period. Cousins recognized 100% of the earnings from the partnership for the
year ended December 31, 1995.
One Ninety One Peachtree Tower. One Ninety One Peachtree Tower is a
50-story, Class A office tower located in downtown Atlanta, Georgia that was
completed in December 1990. One Ninety One Peachtree Tower, which contains 1.2
million rentable square feet, was designed by John Burgee Architects, with
Phillip Johnson as design consultant.
One Ninety One Peachtree Tower was developed on approximately 2 acres of
land, of which approximately 1.5 acres is owned and approximately one-half acre
under the parking facility is leased for a 99-year term expiring in 2088 with a
99-year renewal option. One Ninety One Peachtree Tower was approximately 92%
leased at March 15, 1996.
C-H Associates, Ltd. ("C-H Associates"), a partnership formed in 1988
between CREC (49%), Hines Peachtree Associates Limited Partnership (49%) and
Peachtree Palace Hotel, Ltd. (2%), owns a 20% interest in the partnership that
owns One Ninety One Peachtree Tower. C-H Associates' 20% ownership of One Ninety
One Peachtree Tower results in an effective 9.8% ownership interest by CREC in
the One Ninety One Peachtree Tower project. The balance of the One Ninety One
Peachtree Tower project is owned by DIHC Peachtree Associates, an affiliate of
DIHC.
Through C-H Associates, CREC received 50% of the development fees from the
One Ninety One Peachtree Tower project. In addition, CREC owns a 50% interest in
two general partnerships which receive fees from leasing and managing the One
Ninety One Peachtree Tower project.
The One Ninety One Peachtree Tower project was funded substantially by debt
until March 1993, at which time DIHC Peachtree Associates contributed equity in
the amount of $145,000,000. Subsequent to the equity contribution, C-H
Associates is entitled to a priority distribution of $250,000 per year (of which
the Company is entitled to receive $112,500) for seven years beginning in 1993.
The equity contributed by DIHC Peachtree Associates is entitled to a preferred
return at a rate increasing over the first 14 years from 5.5% to 11.5% (payable
after the Company's priority return); at December 31, 1995, the cumulative
undistributed preferred return was $9,770,495. Thereafter, the partners will
share in any distributions in accordance with their percentage interests. At
December 31, 1995, the Company had a negative investment of $90,000 in the One
Ninety One Peachtree Tower project.
Ten Peachtree Place. Ten Peachtree Place is a 20-story, 259,000 rentable
square foot Class A office building located in midtown Atlanta, Georgia.
Completed in 1991, this structure was designed by Michael Graves and is
currently 100% leased to Coca-Cola. Approximately four acres of adjacent land,
currently used for surface parking, are available for future development.
Ten Peachtree Place is owned by Ten Peachtree Place Associates, a general
partnership between the Company (50%) and a wholly owned subsidiary of Coca-Cola
(50%). The partnership acquired the property in 1991 for a nominal cash
investment, subject to a ten-year purchase money note. This 8% purchase money
note had an outstanding balance of $21.0 million at December 31, 1995. If the
purchase money note is paid in accordance with its terms, it will amortize to
approximately $15.3 million ($59 per rentable square foot) over the ten-year
term of the Coca-Cola lease, at which time Coca-Cola is entitled to receive the
preferred return described below and the property may be sold, released, or
returned to the lender under the purchase money note for $1.00 without penalty
or any further liability to the Company for the indebtedness. At December 31,
1995, the Company had a negative investment in Ten Peachtree Place Associates of
$39,000.
The Company anticipates that Ten Peachtree Place Associates will generate
approximately $400,000 per year of cash flows from operating activities net of
note principal amortization during the ten-year lease. The partnership agreement
generally provides that each of the partners is entitled to receive 50% of cash
flows from operating activities net of note principal amortization (excluding
any sale proceeds) for ten years, after which time the Company is entitled to
15% of cash flows (including any sale proceeds) and its partner is entitled to
receive 85% of cash flows (including any sale proceeds), until the two partners
have received a combined distribution of $15.3 million, after which time each
partner is entitled to receive 50% of cash flows (including any sale proceeds).
Summit Green. Summit Green, a 21-acre office park located in Greensboro,
North Carolina, is owned by Wildwood Associates (the partnership with IBM) and a
related partnership. The park contains a 135,000 rentable square foot mid-rise
office building which was 99% leased at March 15, 1996. The Summit Green land is
leased from an unrelated third party for a 99-year term expiring in 2084. Space
exists for two additional office buildings.
CC-JM II Associates. This joint venture was formed in 1994 between the
Company and an affiliate of Carr Realty Corporation, each as 50% general
partners, to develop and own a 224,000 square foot office building in suburban
Washington, D.C. The building is 100% leased for 15 years to Booz-Allen &
Hamilton, an international consulting firm, as a part of its corporate
headquarters campus. Rent commenced on January 21, 1996. The building is
expected to be completed in 1996 at a total cost of approximately $32 million
with contributions to the venture of $4 million by each partner. The venture has
a commitment for a $24,675,000, 17 year fully amortizing non-recourse mortgage
note at a 7% interest rate which should fund by April 1996.
Other Retail Properties
- -----------------------
Haywood Mall. Haywood Mall is an enclosed regional shopping center located
5 miles southeast of downtown Greenville, South Carolina, which was developed
and opened in 1980. Haywood Mall Associates, a venture formed in 1979 by the
Company and Bellwether Properties of South Carolina, L.P., an affiliate of
Corporate Properties Investors, owns the mall. Expansion of the mall from
956,000 gross leasable square feet ("GLA") (of which the venture's ownership is
approximately 272,000 GLA) to 1,256,000 GLA (of which the venture's ownership is
approximately 330,000) was substantially completed in 1995. The balance of the
mall is owned by the mall's five major department stores. The portion of Haywood
Mall owned by Haywood Mall Associates was developed on approximately 19 acres of
land, of which approximately 16 acres is owned and approximately 3 acres (of
parking area) is leased under a ground lease expiring in 2067. The portion of
Haywood Mall owned by the venture was approximately 83% leased as of March 15,
1996.
The Company has a 50% interest in Haywood Mall Associates. The Company
originally had only a nominal cash investment, but funded an aggregate of $2.8
million in 1988 through 1990 as its 50% share of capital improvements made to
the mall, including a new food court area. Additionally, the Company contributed
$16.1 million and $5.8 million during 1994 and 1995 to fund its share of the
expansion and the prepayment of an existing 9.37% first mortgage in May 1994. At
December 31, 1995, the Company's investment was $21,961,000.
Other Fully Operational Retail Properties. In addition to North Point
MarketCenter which is discussed above, the Company owns two other retail power
centers which were fully operational for financial reporting purposes as of
December 31, 1995. Perimeter Expo is a 295,000 square foot retail power center
(of which the Company owns 170,000 square feet) which is located in Atlanta,
Georgia and was 92% leased (Company owned) as of March 15, 1996. Presidential
MarketCenter Phase I is a 320,000 square foot retail power center (of which the
Company owns 204,000 square feet) which is located in suburban Atlanta, Georgia
and was 100% leased (Company owned) as of March 15, 1996.
Partially Operational Retail Properties. The Company owns two retail
properties which were partially operational for financial reporting purposes as
of December 31, 1995. Lawrenceville MarketCenter is a 499,000 square foot retail
power center which is located in suburban Atlanta and was 100% leased as of
March 15, 1996. Lovejoy Station is a 77,000 square foot neighborhood retail
center which is located in suburban Atlanta and was 96% leased as of March 15,
1996.
Retail Projects Under Construction. In addition to Mansell Crossing Phase
II which is discussed above, the Company owns three retail power centers and one
neighborhood retail center which were under construction as of December 31,
1995. Presidential MarketCenter Phase II is a 130,000 square foot expansion of
an existing retail power center which is located in suburban Atlanta and is
expected to be completed during 1996 and 1997 at a total cost of approximately
$10 million. Colonial Plaza MarketCenter is a 533,000 square foot retail power
center which is located in Orlando, Florida and is expected to be completed in
mid-1996 at a total cost of approximately $45 million. Greenbrier MarketCenter
is a 474,000 square foot retail power center which is located in Chesapeake,
Virginia and is expected to be completed in the fall of 1996 at a total cost of
approximately $34 million. Rivermont Station is a 92,000 square foot
neighborhood retail center which is located in suburban Atlanta and is expected
to be completed in late 1996 at a total cost of approximately $10 million.
Subsequent to year-end, the Company purchased the Los Altos Shopping
Center, a retail center located in Long Beach, California. The Company commenced
the demolition of the retail center and began construction of Los Altos
MarketCenter, a 280,000 square foot (of which the Company will own 152,000
square feet) retail power center which is expected to be completed in late 1996
at a total cost of approximately $23 million.
Residential Lot Developments
- ----------------------------
<TABLE>
<CAPTION>
As of December 31, 1995, CREC owned the following parcels of land which are
being developed into residential communities ($ in thousands):
Estimated
Total Lots Purchase
Initial on Land Money
Year Currently Lots Remaining Carrying Debt
Description Acquired Owned (1) Sold to Date Lots Value Balances
- ----------- -------- ---------- ------------ --------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Brown's Farm 1993 160 75 85 $ 2,214 $ 0
West Cobb County
Suburban Atlanta, GA
Apalachee River Club 1994 185 40 145 3,608 0
Gwinnett County
Suburban Atlanta, GA
Echo Mill 1994 219 78 141 2,261 617
West Cobb County
Suburban Atlanta, GA
Barrett Downs 1994 144 8 136 2,849 0
Forsyth County
Suburban Atlanta, GA
Bradshaw Farms 1994 118 95 23 520 0
Cherokee County
Suburban Atlanta, GA
--- --- --- ------ ----
Total 826 296 530 $11,452 $617
=== === === ======= ====
(1) Includes lots sold to date. Additional lots may be developed on
adjacent land on which CREC holds purchase options.
</TABLE>
Land Held for Investment and Future Development
- -----------------------------------------------
In addition to the various land parcels located adjacent to operating
properties or projects under construction discussed above, the Company owns the
following significant land holdings either directly or indirectly through joint
venture arrangements. The Company intends to convert its land holdings to
income-producing usage or to sell portions of land holdings as opportunities
present themselves over time.
Spring/Haynes Associates. This general partnership was formed in 1985
between the Company and a wholly owned subsidiary of Coca-Cola, each as 50%
general partners, to jointly own and develop real estate. See North Point above
where it is discussed that effective January 1, 1996, Cousins and Coca-Cola
exchanged their interests in Spring/Haynes Associates and North Point Market
Associates, L.P.
Temco Associates. Temco Associates was formed in March 1991 as a
partnership between CREC (50%) and a subsidiary of Temple-Inland Inc. (50%).
Temco Associates has an option through March 2006, with no carrying costs, to
acquire approximately 35,000 acres in Paulding County, Georgia (northwest of
Atlanta, Georgia), of which approximately 13,000 acres would be a fee simple
interest and approximately 22,000 acres would be a timber rights interest only.
The option may be exercised in whole or in part over the option period and the
option price of this fee simple land was $736 per acre at January 1, 1996,
escalating at 6% on January 1 of each succeeding year during the term of the
option. The Temco Associates property has the potential for future residential,
industrial and commercial development. Temco Associates has to date sold parcels
of land as to which it simultaneously exercised its purchase option. During 1993
and 1994, approximately 1,100 and 72 acres, respectively, of the option related
to the fee simple interest was exercised and simultaneously sold for gross
profits of $305,000 and $243,000, respectively. None of the option was exercised
in 1995.
Other Real Property Investments
- -------------------------------
Omni Norfolk Hotel. Norfolk Hotel Associates ("NHA") is a general
partnership formed in 1978 between the Company and an affiliate of Odyssey
Partners, L.P. (an investment partnership), each as 50% partners, which held a
mortgage note on and owned the land under the 442-room Omni International Hotel
in downtown Norfolk, Virginia. In January 1992, NHA terminated the land lease
and became the owner of the hotel and a long-term parking agreement with an
adjacent building owner. In April 1993, the partnership sold the hotel, but
retained its interest in the parking agreement. The Company's share of the gain
on this transaction was approximately $.5 million and is included in Income From
Joint Ventures in the 1993 Consolidated Statement of Income. The partnership
received a mortgage note for a portion of the sales proceeds. In July 1994, NHA
distributed to each partner a 50% interest in the parking agreement held by NHA.
The Company currently receives payments of approximately $228,000 per year for
its 50% interest in the agreement, and has entered into an agreement to sell its
interest for $2 million in July 1996, which would result in a profit to the
Company of approximately $411,000. Additionally, in July 1994, each partner
contributed $2 million to NHA to pay down $4 million in debt.
At December 31, 1995, the Company had an investment of $1,815,000 in NHA.
The Company has also guaranteed a $2.4 million line of credit to NHA under which
$2.2 million had been drawn at December 31, 1995, and its partner has guaranteed
an equal line of credit under which $2.2 million had been drawn at December 31,
1995.
Dusseldorf Joint Venture. In 1992, Cousins entered into a joint venture
agreement for the development of a 133,000 rentable square foot office building
in Dusseldorf, Germany which is 34% leased to IBM. Cousins' venture partners are
IBM and Multi Development Corporation International B.V. ("Multi"), a Dutch real
estate development company. In December 1993, the building was presold to an
affiliate of Deutsche Bank. CREC and Multi jointly developed the building. Due
to the release of certain completion guarantees related to the building,
approximately $2.6 million of development income was recognized in September
1995 ($931,000 of which had been deferred as of December 31, 1994).
Kennesaw Crossings. The Company owns Kennesaw Crossings, a 116,000 square
foot shopping center in suburban Atlanta, Georgia. The center was constructed in
1974 on 14 acres of land leased from an unrelated party through 2068. The
Company's net carrying value in Kennesaw Crossings as of December 31, 1995 was
$1.1 million.
Air Rights Near the CNN Center. The Company owns a leasehold interest in
the air rights over the approximately 365,000 square foot CNN Center parking
facility in Atlanta, Georgia, adjoining the world headquarters of Turner
Broadcasting System, Inc. and Cable News Network. The air rights are developable
for additional parking or office use. The Company's net carrying value of this
property is $0.
Supplemental Financial and Leasing Information
- ----------------------------------------------
Depreciation and amortization expense include the following components for the
years ended December 31, 1994 and 1995 ($ in thousands):
<TABLE>
<CAPTION>
1994 1995
----------------------------------- ------------------------------------
Share of Share of
Unconsolidated Unconsolidated
Consolidated Joint Ventures Total Consolidated Joint Ventures Total
------------ -------------- ----- ------------ -------------- -----
<S> <C> <C> <C> <C> <C> <C>
Furniture, fixtures and
equipment $ 444 $ 202 $ 646 $ 389 $ 122 $ 511
Deferred financing costs 119 80 199 -- 80 80
Goodwill and related business
acquisition costs 441 37 478 229 28 257
Real estate related:
Building (including tenant
first generation) 2,598 7,724 10,322 3,754 8,082 11,836
Tenant second generation 140 509 649 144 655 799
------ ------ ------- ------ ------ -------
$3,742 $8,552 $12,294 $4,516 $8,967 $13,483
====== ====== ======= ====== ====== =======
</TABLE>
<TABLE>
<CAPTION>
Exclusive of new developments and purchases of furniture, fixtures and
equipment, the Company had the following capital expenditures for the years
ended December 31, 1994 and 1995, including its share of unconsolidated joint
ventures ($ in thousands):
1994 1995
--------------------- ---------------------
Office Retail Total Office Retail Total
------ ------ ----- ------ ------ -----
<S> <C> <C> <C> <C> <C> <C>
Second generation related costs $381 $272 $653 $1,316 $ - $1,316
Building improvements 62 -- 62 28 23 51
---- ---- ---- ------ --- ------
Total $443 $272 $715 $1,344 $23 $1,367
==== ==== ==== ====== === ======
</TABLE>
Item 14. Continued
- ------------------
3. Exhibits
-----------
* 3(a)(i) Articles of Incorporation of Registrant, as restated as of
April 29, 1993, filed as Exhibit 4(a) to the Registrant's
Form S-3 dated September 28, 1993, and incorporated herein by
reference.
* 3(b) By-laws of Registrant, as amended and restated as of November
30, 1989, as further amended by Stockholders on April 30,
1990, and as further amended by the Stockholders on
April 29, 1993, filed as Exhibit 4(b) to the Registrant's
Form S-3 dated September 28, 1993, and incorporated herein
by reference.
* 4(a) Dividend Reinvestment Plan as restated as of March 27, 1995,
filed in the Registrant's Form S-3 dated March 27, 1995,
and incorporated herein by reference. * 10(a)(i) Cousins
Properties Incorporated 1989 Stock Option Plan, as amended
on April 26, 1994, filed as Exhibit 99.1 to the Registrant's
Form S-8 dated December 8, 1994, and incorporated herein by
reference.
* 10(a)(ii) Cousins Real Estate Corporation Stock Appreciation Right
Plan, amended and restated as of March 15, 1993, filed as
Exhibit 10(a)(ii) to the Registrant's Form 10-K for the
year ended December 31, 1992, and incorporated herein by
reference.
* 10(a)(iii)Cousins Properties Incorporated Stock Appreciation Right
Plan, dated as of March 15, 1993, filed as Exhibit
10(a)(iii) to the Registrant's Form 10-K for the year ended
December 31, 1992, and incorporated herein by reference.
* 10(b)(i) Cousins Properties Incorporated Profit Sharing Plan as
amended and restated effective as of January 1, 1996.
* 10(b)(ii) Cousins Properties Incorporated Profit Sharing Trust
Agreement as effective as of January 1, 1991, filed as
Exhibit 10(b)(ii) to the Registrant's Form 10-K for the year
ended December 31, 1991, and incorporated herein by
reference.
* 10(c) Land lease (Kennesaw) dated December 17, 1969, and an
amendment thereto dated December 15, 1977, filed as
Exhibit l0(d) to the Registrant's Form 10-K for the year
ended December 31, 1980, and incorporated herein by
reference.
* 10(d) Cousins Properties Incorporated Stock Plan for Outside
Directors, filed as Exhibit A to the Registrant's Proxy
Statement dated March 28, 1995 relating to the 1995 Annual
Meeting of Registrant's Stockholders, and incorporated herein
by reference.
Item 14. Continued
- ------------------
* 11 Schedule showing computations of weighted average number
of shares of common stock outstanding as used to compute
primary and fully diluted income per share for each of the
five years ended December 31, 1995. * 13 Annual Report to
Stockholders for the year ended December 31, 1995.
* 21 Subsidiaries of the Registrant.
23(a) Consent of Independent Public Accountants (Arthur Andersen
LLP).
23(b) Consent of Independent Auditors (Ernst & Young LLP).
* 27 Financial Data Schedule.
(b) Reports on Form 8-K.
-------------------------
No reports on Form 8-K were filed during the fourth quarter of the year
ended December 31, 1995.
*Previously filed.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
Cousins Properties Incorporated
(Registrant)
Dated:
BY: /s/ Kelly H. Barrett
------------------------------------
Kelly H. Barrett
Vice President and Controller
(Authorized Officer)
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amendment has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Signature Capacity Date
- --------- -------- ----
Principal Executive Officer:
Chairman of the Board,
Chief Executive Officer
/s/ T.G. Cousins and Director October 1, 1996
- -----------------------------
T. G. Cousins
Principal Financial Officer:
Senior Vice President and
/s/ Peter A. Tartikoff Chief Financial Officer October 1, 1996
- -----------------------------
Peter A. Tartikoff
Additional Directors:
/s/ Richard W. Courts, II Director October 1, 1996
- -----------------------------
Richard W. Courts, II
/s/ Boone A. Knox Director October 1, 1996
- -----------------------------
Boone A. Knox
/s/ Richard E. Salomon Director October 1, 1996
- -----------------------------
Richard E. Salomon
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
reports included or incorporated by reference in this Form 10-K/A, into Cousins
Properties Incorporated's previously filed Registration Statements File No.
33-41927, 33-56787, 33-60350 and 33-12031.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
October 1, 1996
I-23
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated February 6, 1996, with respect to the
financial statements and schedule of CSC Associates, L.P. and our report dated
February 8, 1996, with respect to the financial statements and schedule of
Haywood Mall Associates, included in the Form 10-K of Cousins Properties
Incorporated for the year ended December 31, 1995, filed with the Securities and
Exchange Commission, included in this Form 10-K/A of Cousins Properties
Incorporated.
ERNST & YOUNG LLP
Atlanta, Georgia
October 1, 1996
