SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant X
Filed by a party other than the registrant
Check the appropriate box:
___ Preliminary Proxy Statement ___ Confidential for Use for the Commission
Only (as permitted by Rule 14a-6(e)(2))
X Definitive Proxy Statement
___ Definitive Additional Materials
___ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Cousins Properties Incorporated
(Name of Registrant as Specified in Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required.
___ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined.):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
___ Fee paid previously with preliminary materials.
___ Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration number or the Form
or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
COUSINS PROPERTIES INCORPORATED
2500 WINDY RIDGE PARKWAY, SUITE 1600
ATLANTA, GEORGIA 30339
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 29, 1997
TO THE STOCKHOLDERS OF COUSINS PROPERTIES INCORPORATED:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Cousins
Properties Incorporated (the "Company") will be held on Tuesday, April 29, 1997,
at 2:00 p.m., local time, at the Wildwood Conference Center, Lobby Level, 2300
Windy Ridge Parkway, Atlanta, Georgia 30339, for the following purposes:
(1) To elect seven (7) Directors;
(2) To consider and act upon a proposal to amend the Restated
Articles of Incorporation so as to, among other things, authorize
preferred stock, modify the stock ownership limitation provisions,
increase the flexibility of the Board of Directors with respect to
acquisitions of treasury shares, remove the concept of "capital surplus"
from the Company's distribution requirements, remove the requirement of
par value with respect to future issuances of capital stock and clarify
limitations on Director liability;
(3) To consider and act upon a proposal to amend the Stock Plan
for Outside Directors so as to, among other things, allow the grant of
restricted stock and stock options to Outside Directors and increase the
shares available under the plan; 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, 1997 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, 1997 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, 1997
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 29, 1997
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 29, 1997, at 2:00 p.m.
local time, at the Wildwood Conference Center, Lobby Level, 2300 Windy Ridge
Parkway, 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 either in person or by proxy 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 broker 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, 1997
will be entitled to vote at the Annual Meeting. As of that date, the Company had
outstanding 29,076,420 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, 1997.
<PAGE>
ELECTION OF DIRECTORS
The Board has fixed the number of Directors which shall constitute the
full Board for the ensuing year at seven 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. If, at the time of the Annual Meeting, any
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, 1997, 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 economic 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.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Shares of
Common Stock
First Beneficially
Year Owned as of
Elected Information February 1, Percent of
Name Age Director Concerning Nominees (1) 1997 (1) Class
---- --- -------- ----------------------- ------------ ----------
Bennett A. Brown* 67 1994 Formerly Chairman of NationsBank. 12,925 **
Formerly Chairman and Chief
Executive Officer of C&S/Sovran
Corporation; and the Citizens and
Southern Corporation. Director of
Georgia Power Company.
Richard W. Courts, II* 61 1985 Chairman of Atlantic Investment 1,409,863 (2) 4.88%
Company (real estate development/
investments) for at least the last
five years. Director of Southern
Mills, Inc.; SunTrust Banks of
Georgia, Inc.; and SunTrust Bank,
Atlanta.
Thomas G. Cousins 65 1962 Chairman of the Board and 5,946,691 (3) 20.51%
Chief Executive Officer of the
Company; has been employed
by Cousins since its inception.
Director of NationsBank; and
Shaw Industries, Inc.
Terence C. Golden* 52 1996 President, Chief Executive Officer 173 **
and Director of Host Marriott
Corporation. Chairman of Bailey
Realty Corporation and Bailey
Capital Corporation. Director of
Prime Retail, Inc.
Boone A. Knox* 60 1969 Chairman of Allied Bank of Georgia, 140,216 (4) **
Inc.for at least the last five
years. Chairman of Merry Land &
Investment Company, Inc. since
December 1996.
William Porter Payne* 49 1996 Vice Chairman of NationsBank since 346 **
February 1, 1997. President and
Chief Executive Officer of the
Atlanta Committee for the Olympic
Games for at least the last 5 years.
Director of Jefferson Pilot
Corporation.
Richard E. Salomon* 54 1994 President and Managing Director of 22,731 (5) **
Spears, Benzak, Salomon & Farrell,
Inc. (investment advisor) for at
least the last five years.
</TABLE>
<PAGE>
* 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 a total of 1,382,378 shares as to which Mr. Courts shares voting
and investment power. Of these shares (i) 58,501 shares are owned by the
Courts Foundation for which Mr. Courts serves as a Trustee and as Chairman,
(ii) 184,708 shares are held by the Estate of Virginia C. Courts, for which
Mr. Courts is co-executor and as to which Mr. Courts disclaims beneficial
interest, (iii) 1,127,250 shares (3.9%) are owned by Atlantic Investment
Company, and (iv) 11,919 shares are held by Mr. Courts as custodian for his
children. By virtue of his position with Atlantic Investment Company, Mr.
Courts may be deemed to have sole voting and investment power of the shares
owned by Atlantic Investment Company. Does not include 6,379 shares owned
by Mr. Courts' wife, as to which Mr. Courts disclaims beneficial interest.
(3) Does not include 458,383 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) 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.
(5) Does not include 1,620,010 shares beneficially owned by Key Corp and its
subsidiaries, including Spears, Benzak, Salomon & Farrell, Inc., an
investment advisor, as to which Mr. Salomon disclaims beneficial interest.
See table in the "Principal Stockholders" section of this Proxy Statement
with respect to said shares.
There are no family relationships among the Directors or Executive
Officers of the Company.
The Board of Directors held 4 regular meetings during 1996. The Board had
two standing committees -- the Audit Committee and the Compensation, Succession,
Nominating and Board Structure Committee. Each Committee held one meeting during
1996. Each Director attended at least 75% of all Board of Directors and
Committee meetings, except that Mr. Salomon did not attend two regular Board
meetings and Mr. Payne did not attend one of the two regular Board meetings
following his election as a Director.
<PAGE>
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, considers nominees recommended by stockholders,
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 Executive Officers and Directors of
the Company as a group, as of February 1, 1997.
<TABLE>
<CAPTION>
<S> <C> <C>
Shares of Common Stock
Beneficially Owned on
Name February 1, 1997 (1) Percent of Class
---- ---------------------- ----------------
Daniel M. DuPree,
President and Chief Operating Officer 68,165 (2) *
John L. Murphy,
Senior Vice President 75,061 (3) *
Craig B. Jones
Senior Vice President 18,485 (4) *
Joel T. Murphy
Senior Vice President 15,404 (5) *
Total for all Executive Officers and
Directors as a group (16 persons) 8,010,899 (6) 27.34%
</TABLE>
* Less than 1%
<PAGE>
(1) Based upon information furnished by the officers and directors.
(2) Includes 50,000 shares subject to presently exercisable options and 3,035
shares allocated to Mr. DuPree from the Company's Profit Sharing Plan. Does
not include 100,000 shares awarded to Mr. DuPree by the Company under its
1995 Stock Incentive Plan. These shares are subject to employment and
performance conditions, as more fully described in the section of the 1996
Proxy Statement entitled "Approval of Amendments to 1989 Stock Option
Plan."
(3) Includes 63,000 shares subject to presently exercisable options and 11,061
shares held in a self directed account for Mr. Murphy in the Company's
Profit Sharing Plan.
(4) Includes 14,800 shares subject to presently exercisable options and 2,984
shares allocated to Mr. Jones from the Company's Profit Sharing Plan.
Includes 701 shares held by Mr. Jones as custodian for his minor children,
as to which he disclaims beneficial interest.
(5) Includes 12,400 shares subject to presently exercisable options and 2,772
shares allocable to Mr. Murphy from the Company's Profit Sharing Plan.
(6) Includes a total of 376,680 shares subject to presently exercisable stock
options. Includes 1,666,126 shares as to which Executive Officers and
Directors share voting and investment power with others. Does not include
464,762 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.
<PAGE>
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 MarketCenters, Inc. ("CMC").
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Annual Compensation (1) Long Term Compensation
-------------------------- ---------------------------------------
Name Securities
and Restricted Underlying All Other
Principal Stock Options/ LTIP Compensation
Position Year Salary(2) Bonus Award (3) SARs Payouts (4) (5)
-------- ---- --------- ----- ---------- --------- ----------- ------------
Thomas G. Cousins, 1996 $350,000 $250,000 75,000 - $ 21,624
Chairman and Chief 1995 350,000 225,000 50,000 - 21,624
Executive Officer 1994 350,000 203,834 50,000 - 21,624
Daniel M. DuPree, 1996 240,000 200,000 50,000 - 16,678
President and Chief 1995 222,600 166,950 $1,825,000 50,000 - 16,620
Operating Officer 1994 216,100 176,847 40,000 - 16,620
John L. Murphy, 1996 186,000 125,000 25,000 $19,290 17,340
Senior Vice President 1995 195,600 100,000 25,000 - 17,340
1994 189,875 59,459 10,000 - 17,340
Craig B. Jones, 1996 188,500 80,000 20,000 - 16,860
Senior Vice President 1995 183,000 75,000 20,000 - 16,860
1994 177,709 83,584 12,000 - 16,860
Joel T. Murphy, 1996 170,000 70,000 25,000 - 16,620
Senior Vice President 1995 148,400 75,000 25,000 - 16,620
1994 144,072 81,907 9,500 - 16,620
</TABLE>
(1) Excludes perquisites and other personal benefits, the aggregate amount of
which did not in the case of any individual exceed $20,000.
(2) Salary amounts disclosed are before reductions in compensation elected by
the executives for medical, child care and related benefits.
(3) The Restricted Stock Award represents the market value of 100,000 shares
awarded to Mr. DuPree as of September 30, 1995 (the "Grant Date"). This
award is subject to the condition that Mr. DuPree remain a key employee for
the five year period commencing with the Grant Date. In addition, 80,000 of
these shares are subject to additional performance conditions. In general,
these performance conditions are based on stockholder total return and
funds from operations per share growth rates over a four to seven year
period from the date of the award. The above amounts were awarded under the
1995 Stock Incentive Plan.
(4) Long-Term Incentive Plan ("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 for 1996 includes the Company's annual contribution
of $15,000 to the Company's Profit Sharing Plan on behalf of each of
Messrs. Cousins, DuPree, Murphy, Jones and Murphy, as well as life
insurance premiums paid by the Company on behalf of the Named Executive
Officers for life insurance in excess of $50,000. The Company maintains a
Profit Sharing Plan for the benefit of all of the Company's full time
salaried employees. The annual contribution is determined by the Board of
Directors of the Company, CREC and CMC and is allocated among eligible
participants. Contributions become vested over a six-year period. Vested
benefits are generally paid to participants upon retirement, but may be
paid earlier in certain circumstances, such as death, disability, or
termination of employment.
Option/SAR Grants In Last Fiscal Year
The following table sets forth certain information with respect to
options and SARs granted to the Named Executive Officers for the year ended
December 31, 1996.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Individual Grants
----------------------------------------------------------
Percent of
Number Total
of Options/
Securities SARs
Underlying Granted to
Options/ Employees Exercise or
SARs in Fiscal Base Price Expiration Grant Date
Name Granted (1) Year ($/share) (2) Date Value (3)
---- ----------- ---------- ------------- ---------- ----------
Thomas G. Cousins 75,000 17% $23.00 11/26/06 $226,500
Daniel M. DuPree 50,000 11% $23.00 11/26/06 151,000
John L. Murphy 25,000 6% $23.00 11/26/06 75,500
Craig B. Jones 20,000 5% $23.00 11/26/06 60,400
Joel T. Murphy 25,000 6% $23.00 11/26/06 75,500
</TABLE>
(1) Options vest over a period of five years.
(2) All options were granted at prices equal to the market value of the
underlying stock on the date of grant.
(3) The Black-Scholes option pricing model was used to determine the grant date
value. This model assumes a risk free rate of 8 year U.S. Government
Obligations as of grant dates, four year closing price volatility, dividend
rates which existed as of the date of grant and an exercise period of 8
years.
<PAGE>
Aggregated Option/SAR Exercises In Last Fiscal Year
And Fiscal Year End Option/SAR Values
The following table sets forth certain information with respect to
options exercised and the value of unexercised options and SARs held by the
Named Executive Officers of the Company at December 31, 1996.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Number of
Securities Value of
Underlying Unexercised
# of Unexercised In-The-Money
Shares Options and SARs Options and SARs
Acquired at FY-End at FY-End ($)
on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable (1) Unexercisable (2)
---- -------- -------- ----------------- -----------------
Thomas G. Cousins - - 80,000/ 145,000 $ 940,500/$1,160,625
Daniel M. DuPree - - 89,000/ 156,000 $1,023,000/$1,440,750
John L. Murphy 43,000 $305,665 63,000/ 62,000 $ 851,375/$ 544,250
Craig B. Jones - - 23,800/ 53,200 $ 272,400/$ 468,600
Joel T. Murphy - - 15,400/ 55,100 $ 174,150/$ 452,163
</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 incentive awards. In 1995, the Company
conducted a reevaluation of its compensation program. This was done with the
assistance of an outside compensation consulting firm. In addition to providing
general advice with respect to the compensation program, this firm provided a
report setting forth competitive compensation data for executive officer
positions and certain other management positions. In 1996, the Company
informally updated the 1995 competitive compensation data for executive officer
positions and certain other management positions.
The Company's compensation philosophy is based on a pay for performance
approach. The compensation program seeks to reward individual action that
contributes to operating unit performance and Company performance. The Company's
goal is to be competitive with the marketplace on a total compensation basis,
including base salary, annual and long-term incentives:
- - 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.
In keeping with the Company's pay for performance approach, it is the
objective of the Company to set the base salary at or below the median base
salary level of the Company's peers in its industry. Base salaries are
adjusted annually, following review of competitive base salary data.
Changes in responsibilities are also taken into account in the review
process.
- - Annual Incentive Compensation. The Company awards discretionary year-end
bonuses. These bonuses reflect the contribution of the individual as well
as the performance of the operating unit and the Company as a whole. Ranges
of potential bonuses and performance measures are established annually for
each position. Generally, the level of performance must be at or above a
median industry performance level in order for the executive to qualify for
a bonus at the lower end of the range. An award at the upper end of the
range is available only for an exceptional performance by industry
standards.
The performance measures applicable to a particular position vary
according to the functions of the position. Performance measures
considered by the Committee included the volume of development
construction commenced, completion of development projects on time and
within budget, execution of tenant leases, property management and leasing
results, property sales and financings achieved.
- - Long-Term Incentive Compensation. The Company uses long-term incentive
compensation to compensate for achievement of performance measures which
extend beyond one year, while at the same time aligning management's
interests with that of the stockholders. The Committee believes that
stock-based awards are most appropriate for long-term incentive
compensation. In 1995, the Committee developed and adopted the "1995 Stock
Incentive Plan." This was approved by the stockholders in 1996. Under this
plan, various stock-based awards may be made by the Committee, including
stock options, restricted stock, performance shares and stock grants. In
1996 the Committee awarded stock options to each of the executive officers.
In 1995 the Committee awarded stock to Mr. DuPree, subject to certain
employment and performance conditions. In general, these performance
conditions are based on stockholder total return and funds from operations
per share growth rates over a four to seven year period from the date of
the award. The level of shares ultimately earned by Mr. DuPree will depend
in part on the total return achieved by the stockholders and in part on the
funds from operations per share growth rate achieved by the Company over
this period. These performance measures are regarded by the Committee as
the most important long-term performance measures.
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, 1996, approximately 87%
of the profit sharing plan was invested in the Company's common stock.
Mr. Thomas G. Cousins has been the Chief Executive Officer of the Company
since its founding in 1958 and beneficially owns approximately 20.5% 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 1996, the Committee
considered Mr. Cousins' significant role in the accomplishments of the Company
in 1996, including performance measures referred to above.
COMPENSATION, SUCCESSION, NOMINATING
AND BOARD STRUCTURE COMMITTEE
February 18, 1997
Richard W. Courts, II, Chairman
Bennett A. Brown
Terence C. Golden
Boone A. Knox
William Porter Payne
Richard E. Salomon
<PAGE>
Compensation Committee Interlocks
and Insider Participation
The Company's Compensation, Succession, Nominating and Board Structure
Committee is comprised of Messrs. Courts, Brown, Golden, Knox, Payne and
Salomon. None of such directors have any interlocking relationships required to
be disclosed in this Proxy Statement.
Comparison Of Five Year Cumulative Total Return
The following table compares cumulative total returns of the Company and
the indicated indexes assuming an investment of $100 on January 1, 1992 and
reinvestment of dividends.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Fiscal Year Ended December 31,
--------------------------------------------
Company/Index 1991 1992 1993 1994 1995 1996
------------- ---- ---- ---- ---- ---- ----
Cousins Properties Incorporated $100 $128.32 $152.52 $169.63 $209.20 $306.04
New York Stock Exchange Index 100 104.70 118.88 116.57 151.15 182.08
Standard & Poor 500 Index 100 107.64 118.50 120.06 165.18 203.11
NAREIT Equity REIT Index 100 114.59 137.11 141.46 163.06 220.56
Media General Industry Group 44 -
Real Estate Index (1) 100 109.21 134.37 122.04 138.84 186.86
</TABLE>
(1) This index is published by Media General Financial Services and
includes the Company and 78 other real estate companies.
COMPENSATION OF DIRECTORS
Each Director who is not an Officer will earn a $22,000 annual retainer
plus $1,000 for each Board meeting and each Committee meeting attended. On May
6, 1996 each Director was granted 2,500 stock options, subject to shareholder
approval of the amendments to the Outside Director Stock Plan as set forth in
this Proxy Statement. Such options have a term of ten years, vest after one year
from the date of grant and are exercisable at the closing stock price on the
date of grant ($19.50 per share).
<PAGE>
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 Regulation 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 the only matters to be reported here are (i)
Mr. DuPree's failure to report the purchase of 2,530 shares of stock on February
26, 1996 (such purchase was reported November 25, 1996) and (ii) Mr. Golden's
failure to report the grant of options to acquire 2,500 shares of stock (see
prior section of this Proxy Statement) and the receipt of 173 shares of stock
received as compensation for Director services on his Form 5 due February 14,
1997 (such form was filed March 15, 1997).
CERTAIN TRANSACTIONS
The Company and an affiliate of Thomas G. Cousins, Chairman and Chief
Executive Officer of the Company, each own a 50% interest in an airplane and
each pay the expenses related to the airplane based upon usage. This airplane
was acquired in the fourth quarter of 1994, with 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). Until December of 1996, the Company and an affiliate of
Mr. Cousins also each owned 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 paid 25% of the expenses related to the hangar. The Company's
portion of shared airplane and hangar expenses totaled $121,780 in 1996.
Nonami Enterprises, Inc., a company wholly owned by Mr. Cousins, leased
office space from one of the Company's joint ventures in 1996. The base rent,
additional rent and storage rent paid by this entity in 1996 totaled $71,390.
One of the Company's joint ventures leased space to CREC and CMC in 1996.
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. DuPree are directors of CREC and CMC. Mr. Cousins,
Mr. DuPree, Mr. John Murphy, Mr. Jones and Mr. Joel Murphy are officers of CREC
or CMC. The financial results of CREC and CMC are included in the Company's
consolidated results of operations. Mr. Cousins, Chairman of the Board and Chief
Executive Officer of the Company, owns all of the voting common stock of CREC.
CREC owns all of the common stock of CMC.
In October of 1992, CMC acquired certain assets of New Market Companies,
Inc. and certain affiliates (the "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 CMC. 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 ("Mansell"), Ashford
Perimeter Associates, L.P. ("Ashford") and Merchants Walk Associates, L.P.
(collectively, the "Partnerships"). Mr. DuPree retained these interests after
the NM Acquisition. Either in connection with the NM Acquisition or shortly
thereafter, CMC became the developer of the shopping center properties owned by
the Partnerships. The terms of CMC's development arrangements were negotiated
prior to Mr. DuPree's employment by CMC. In 1996, CMC earned $304,797 in
development fees, leasing fees and other income related to the Partnerships and
the NM Acquisition. The Company does not anticipate that Mr. DuPree or any other
employee will have an ownership interest in future projects the Company owns or
develops. Mr. DuPree has sold his interests in Ashford and Mansell.
In 1996, W. Michael Murphy & Associates, Inc. ("MMA"), an entity owned by
the brother of Mr. Joel T. Murphy, performed services for CMC and CREC in
connection with the development of three shopping centers. MMA received fees
totaling $207,596 for such work.
In 1996, the Company acquired certain assets of The Lea Richmond Company
and The Richmond Development Company (the "Richmond Companies"). Mr. Lea
Richmond, III was President of these companies and had significant ownership
interests in these companies. Following this acquisition, Mr. Richmond became
President -Cousins/Richmond, a division of the Company which manages and
develops medical office buildings. The purchase price paid by the Company was
$1.8 million, plus contingent future payments of up to an additional $1 million
(of which $200,000 was paid through December 31, 1996). The Company manages
certain medical office buildings owned by affiliates of the Richmond Companies.
In 1996, the Company earned $168,755 in management and other income from these
entities. In 1996, the Company purchased 3.28 acres of undeveloped land for a
price of $2,214,000 from a partnership in which Mr. Richmond serves as a general
partner. The Company also obtained an option from this partnership to buy 13.49
additional acres of undeveloped land. Both sites are suitable for medical office
or office development.
APPROVAL OF RESTATED AND AMENDED ARTICLES OF INCORPORATION
In 1996, the Board of Directors adopted the Restated and Amended Articles
of Incorporation of the Company, subject to approval of the Company's
stockholders. A copy of the Restated and Amended Articles of Incorporation of
Cousins Properties Incorporated is attached hereto as Exhibit "A."
The Restated and Amended Articles of Incorporation include the following
changes from the prior Restated Articles of Incorporation:
(1) Preferred Stock. The Board would be authorized to issue, without
further stockholder action (unless required in a specific case by applicable
laws, regulations or stock exchange rules), one or more series of Preferred
Stock, with such terms and at such times and for such consideration as the Board
may determine. With respect to any such series of Preferred Stock, the Board
will be authorized to determine, among other things: (i) the dividend rate,
which may be fixed or variable, the conditions and times at which the dividend
is payable, its preference as to any other class or series of capital stock, and
whether dividends will be cumulative or non-cumulative; (ii) whether the shares
are to be redeemable and, if so, at which times and prices and on what other
terms and conditions; (iii) the terms and amount of any sinking fund provided
for the purchase or redemption of the shares; (iv) whether the shares shall be
convertible or exchangeable and, if so, the times, prices, rates, adjustments
and other terms of such conversion or exchange; (v) the voting rights, if any,
applicable to the shares in addition to those prescribed by law; (vi) the
restrictions and conditions, if any, on the issue or reissue of any additional
shares of such series or of any other series of preferred stock ranking on a
parity with, or prior to, the shares of such series; (vii) the rights of the
holders of such shares upon voluntary or involuntary liquidation, dissolution or
winding up of the Company; (viii) the restrictions on transfer in order to
preserve the Company's status as a real estate investment trust; and (ix) any
other relative rights, powers, preferences, qualifications, limitations or
restrictions.
The Board believes that the proposed amendment is in the best interest of
the Company and its stockholders. The authorization of additional shares of
Preferred Stock will give the Company greater flexibility in equity financing by
permitting the Board to issue shares of Preferred Stock without the delay and
expense of a special meeting of stockholders. For example, the Board may deem it
appropriate to make a private or public offering of the Company's Preferred
Stock in order to raise funds for working capital or other purposes or the
Preferred Stock could be issued to finance possible future acquisitions.
The flexibility to issue the "blank check" Preferred Stock could enhance
the Board's bargaining capability in a takeover situation. For example, the
Board could issue a series of Preferred Stock with the right as a separate class
to approve any merger of sale of the Company. However, this could have the
effect of delaying, deferring or preventing a change in control of the Company.
In addition, the Board could forestall or prevent a change in control by means
of a private placement of the Preferred Stock with a person or entity friendly
to management, whose vote would be required to approve the proposed takeover.
Preferred Stock could also be issued in conjunction with the adoption of a
stockholder purchase rights plan.
Stockholders of the Company do not have preemptive rights to subscribe
for or purchase any shares of Preferred Stock that may be issued in the future.
Each series of Preferred Stock could and probably would, as determined by the
Board at the time of issuance, rank senior to the Company's Common Stock with
respect to dividends, redemption and liquidation rights. The Company has no
immediate plans to issue any shares of Preferred Stock.
(2) Stock Ownership Limitations. Article 11 of the current Restated
Articles of Incorporation provide that there are certain limitations on
ownership of stock in the Company, such limitations generally limiting a
shareholder to ownership of no more than 3.9% of the stock of the Company. This
provision is intended to protect the qualification of the Company as a Real
Estate Investment Trust ("REIT") for federal income tax purposes. The Restated
and Amended Articles of Incorporation modify Article 11 to provide that the
Board of Directors may exempt certain specified shares of stock from these
limitations where the proposed transferee of such shares has provided the Board
of Directors with satisfactory evidence that such transfer to such person of the
specified shares will not prevent the continued qualification of the Company as
a REIT for federal income tax purposes.
(3) Limitation on Director Liability. The Restated and Amended Articles
of Incorporation also provide that if the Georgia Business Corporation Code is
amended to authorize corporate action further limiting the personal liability of
Directors, then the liability of a Director of the Company shall be limited to
the fullest extent permitted by the Georgia Business Corporation Code, as
amended. This is intended to offer the Directors the maximum limitation on
liability allowable by law. The Board is not aware of any proposed modifications
to the Georgia Business Corporation Code.
(4) Treasury Shares. The Restated and Amended Articles of Incorporation
make it clear that the Board of Directors has the authority to resell, dispose
of and/or redesignate treasury shares as authorized, but unissued shares.
(5) Distribution Restrictions. The concept of "capital surplus" is no
longer relevant under the Georgia Business Corporation Code for purposes of
permitted distributions by a corporation. The Restated and Amended Articles of
Incorporation delete this concept and replace it with a restriction based on an
evaluation of the assets of the Company which are legally available for
distribution.
(6) Par Value. Payment of par value is no longer required in order to
make shares fully paid and nonassessable under the Georgia Business Corporation
Code. The Restated and Amended Articles of Incorporation provide that shares of
the Company's stock may be issued for such consideration as shall be fixed from
time to time by the Board of Directors.
(7) Miscellaneous Changes. Other minor changes are made to the Restated
and Amended Articles of Incorporation, including changes which take into account
the impact of preferred stock on other articles, correct references to the
Internal Revenue Code and make certain grammatical changes.
The approval of the Restated and Amended Articles of Incorporation
requires the approval of the holders of a majority of the shares represented and
voting at the Annual Meeting.
Management and the Board recommend a vote FOR the amendment of the
Restated Articles of Incorporation and the adoption of the Restated and Amended
Articles of Incorporation.
APPROVAL OF AMENDMENT TO COUSINS PROPERTIES INCORPORATED
STOCK PLAN FOR OUTSIDE DIRECTORS.
The Company maintains the Stock Plan for Outside Directors (the "Plan"),
which was approved previously by the Board of Directors and the Company's
stockholders. The primary purpose of the 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 Plan prior to the adoption of this
proposed amendment is 150,000 shares. The eligibility requirements under the
Plan, as amended, 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 Plan,
as amended. Therefore, all Directors presently in office, except Mr. Thomas G.
Cousins, will be eligible to participate in the Plan.
The Plan provides that a Director may elect to receive Company stock in
lieu of cash fees otherwise payable for services as a Director. The price at
which such shares are issued is equal to 95% of the market price on the issuance
date.
The Board of Directors has adopted the Cousins Properties Incorporated
Stock Plan for Outside Directors, as Amended and Restated, a copy of which is
attached hereto as Exhibit "B," subject to the approval of the stockholders. The
amendments to the Plan are as follows:
(1) Restricted Stock and Stock Options. Under the Plan, as amended,
Directors may be awarded restricted stock and stock options. The Board has the
right to establish the terms and conditions of such restricted stock or stock
option grants. This change is to allow compensation to be awarded in the form of
restricted stock or stock options which is intended to more fully align the
interests of the Directors with those of the stockholders.
(2) Shares Available Under The Plan.There will be 350,000 shares of stock
made available under the Plan, in lieu of the current 150,000 shares.
(3) Stock Compensation Election Waiting Period. Prior to amendment, the
Plan provided that any election by a Director to receive stock in lieu of cash
compensation had to be made six months prior to the effective date of such
election. The amended Plan allows a Director to make an immediately effective
election, subject to the Company having the right to restrict the transfer of
such stock for a six month period following its issuance.
The Board of Directors of the Company may amend the Plan from time to
time; provided, however, that no amendment will become effective absent the
approval of the Company's stockholders to the extent such approval is required
under Rule 16b-3 of the Securities Exchange Act of 1934, as amended, under the
rules of the New York Stock Exchange or under applicable law.
In the event that Company's stockholders approve the Plan, as amended,
all awards made under the current Plan will remain in effect subject to the
terms and conditions of the current Plan.
The amendment of the Plan requires the approval of the holders of a
majority of the shares represented and voting at the Annual Meeting.
Management and the Board recommend a vote FOR the amendment of the Plan.
<PAGE>
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>
<S> <C> <C>
Name and Percent
Address Amount Beneficially Owned of Class
-------- ------------------------- --------
Thomas G. Cousins 5,946,691 (1) 20.51%
2500 Windy Ridge Parkway
Suite 1600
Atlanta, Georgia 30339
Southeastern Asset Management, Inc. 2,385,300 (2)(3) 8.25%
6075 Poplar Avenue
Suite 900
Memphis, Tennessee 38119
Cohen & Steers Capital Management, Inc. 2,915,400 (2)(4) 10.10%
757 Third Avenue
New York, New York 10017
Key Corp 1,620,010 (2)(5) 5.60%
127 Public Square
Cleveland, Ohio 44114-1306
</TABLE>
(1) Ownership is as of February 1, 1997. Does not include 458,383 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.
(2) Ownership is as of December 31, 1996.
(3) The beneficial owner is an investment advisor. Mr. O. Mason Hawkins is a
co-filer of the applicable Schedule 13G in the event he could be deemed a
controlling person of the investment advisor. The beneficial owner has
indicated that it has sole voting power over 891,700 shares and sole
dispositive power over 940,700 shares. It has also indicated that it has
shared voting power and shared dispositive power over 1,429,900 shares. It
has indicated that it has no voting power over 63,700 shares and no
dispositive power over 14,700 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.
(4) The beneficial owner is an investment advisor. The beneficial owner has
indicated that it has sole voting power over 2,594,100 shares and sole
dispositive power over 2,915,400 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.
(5) The beneficial owner is a parent holding company whose subsidiaries which
acquired the stock of the Company are Key Trust Company, a bank, and
Spears, Benzak, Salomon & Farrell, Inc., an investment advisor. The
beneficial owner has indicated that it has sole voting power over 1,000
shares and shares the power to vote or direct the vote of 1,616,010 such
shares. The beneficial owner has indicated that it shares the power to
dispose or direct the disposition of 1,620,010 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. Mr. Salomon, a Director of the
Company, is the President and a Managing Director of Spears, Benzak,
Salomon & Farrell, Inc.
APPOINTMENT OF INDEPENDENT AUDITORS
Arthur Andersen LLP audited the accounts of the Company and its
consolidated entities and performed other services for the year ended December
31, 1996. The Board of Directors has not selected the Company's independent
auditors for the year ending December 31, 1997, but intends to do so after the
date of this Proxy Statement. Should the firm selected be unable to perform the
requested services for any reason, 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.
FINANCIAL STATEMENTS
The Company's Annual Report for the year ended December 31, 1996,
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, 1997, 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.
<PAGE>
OTHER MATTERS
The minutes of the Annual Meeting of Stockholders held on May 6, 1996
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, 1997
<PAGE>
EXHIBIT A
RESTATED AND AMENDED
ARTICLES OF INCORPORATION
OF
COUSINS PROPERTIES INCORPORATED
<PAGE>
A-2
1.
The name of the Corporation is:
COUSINS PROPERTIES INCORPORATED
2.
The Corporation shall have perpetual duration.
3.
The purposes of the Corporation shall be to engage in and carry on the
businesses of buying, leasing and otherwise acquiring lands and interests in
lands of every kind and description and wheresoever situated; buying, leasing
and otherwise acquiring and constructing and erecting, or contracting for the
construction and erection of buildings and structures in and on said lands for
any uses or purposes; holding, owning, improving, developing, maintaining,
operating, letting, leasing, mortgaging, selling or otherwise disposing of such
property or any part thereof; equipping, furnishing and operating apartments,
apartment houses, hotels, apartment hotels, restaurants, office buildings,
shopping centers, warehouses or any other buildings or structures of whatsoever
kind; to loan its funds to any person, firm or corporation, either with or
without security; and to conduct any other businesses and engage in any other
activities not specifically prohibited to corporations for profit under the laws
of the State of Georgia, and the Corporation shall have all powers necessary to
conduct such businesses and engage in such activities, including, but not
limited to, the powers enumerated in the Georgia Business Corporation Code or
any amendment thereto.
4.
A. The Corporation shall have the authority to issue 50 million
shares of Common Stock, $1 par value per share. Each share of
Common Stock shall have one vote on each matter submitted to a
vote of the shareholders of the Corporation. The holders of
shares of Common Stock shall be entitled to receive, in
proportion to the number of shares of Common Stock held, the
net assets of the Corporation upon dissolution after any
preferential amounts required to be paid or distributed to
holders of outstanding shares of Preferred Stock, if any, are
so paid or distributed.
B. The Corporation shall have the authority to issue 20 million
shares of Preferred Stock, $1 par value per share. The
Preferred Stock may be issued from time to time by the Board
of Directors as shares of one or more series. The description
of shares of each series of Preferred Stock, including any
designations, preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption shall
be as set forth in resolutions adopted by the Board of
Directors, and articles of amendment shall be filed with the
Georgia Secretary of State as required by law to be filed
with respect to issuance of such Preferred Stock, prior to
the issuance of any shares of such series.
The Board of Directors is expressly authorized, at any time,
by adopting resolutions providing for the issuance of, or
providing for a change in the number of, shares of any
particular series of Preferred Stock and, if and to the extent
from time to time required by law, by filing articles of
amendment that are effective without shareholder action, to
increase or decrease the number of shares included in each
series of Preferred Stock, but not below the number of shares
then issued, and to set in any one or more respects the
designations, preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends,
qualifications, or terms and conditions of redemption relating
to the shares of each such series (provided, however, that no
such issuance or designation shall result in any holder of
shares of Common Stock being in violation of the Limit
provided for in Article 11.A.(1) or any Prior Owner being in
violation of Article 11.A.(3), as applicable, or otherwise
resulting in the Corporation failing to qualify as a REIT).
Notwithstanding the foregoing, the Board of Directors shall
not be authorized to change the right of holders of Common
Stock of the Corporation to vote one vote per share on all
matters submitted for shareholder action. The authority of the
Board of Directors with respect to each series of Preferred
Stock shall include, but not be limited to, setting or
changing the following:
(1) the dividend rate, if any, on shares of such series,
the times of payment and the date from which
dividends shall be accumulated, if dividends are to
be cumulative;
(2) whether the shares of such series shall be redeemable
and, if so, the redemption price and the terms and
conditions of such redemption;
(3) the obligation, if any, of the Corporation to redeem
shares of such series pursuant to a sinking fund or
otherwise;
(4) whether shares of such series shall be convertible
into, or exchangeable for, shares of stock of any
other class, classes or series, or any other
security, and, if so, the terms and conditions of
such conversion or exchange, including the price or
prices or the rate or rates of conversion or exchange
and the terms of adjustment, if any;
(5) whether the shares of such series shall have voting
rights, in addition to the voting rights provided by
law, and, if so, the extent of such voting rights;
(6) the rights of the shares of such series in the
event of voluntary or involuntary liquidation,
dissolution or winding-up of the Corporation;
(7) restrictions on transfer to preserve the status of
the Corporation as a REIT; and
(8) any other relative rights, powers, preferences,
qualifications, limitations or restrictions thereof
relating to such series.
5.
Shares of stock of the Corporation may be issued by the Corporation for
such consideration as shall be fixed from time to time by the Board of
Directors.
6.
No shareholder shall have any preemptive right to subscribe for or to
purchase any shares of stock or other securities issued by the Corporation.
7.
Subject to the provisions of applicable law and the rights of the
holders of the outstanding shares of Preferred Stock, if any, the holders of
shares of Common Stock shall be entitled to receive, when and as declared by the
Board of Directors of the Corporation, out of the assets of the Corporation
legally available therefor, dividends or other distributions, whether payable in
cash, property or securities of the Corporation.
8.
The Corporation shall have the full power to purchase and otherwise
acquire, and dispose of its own shares and securities granted by the laws of the
State of Georgia. Shares of the Corporation's Common Stock acquired by the
Corporation shall be treasury shares and may be resold or otherwise disposed of
by the Corporation for such consideration as shall be determined by the Board of
Directors, unless or until the Board of Directors shall by resolution provide
that any or all treasury shares so acquired shall constitute authorized, but
unissued shares.
9.
A. In addition to any affirmative vote required by law, by any
other provision of these Restated and Amended Articles of
Incorporation or by the Bylaws of the Corporation,
(1) any merger or consolidation of the Corporation with
or into any other corporation;
(2) any sale, lease, exchange, mortgage, pledge,
transfer or other disposition (in one transaction
or a series of related transactions) of all or
substantially all of the assets of the Corporation;
(3) the adoption of any plan or proposal for the
liquidation or dissolution of the Corporation; or
(4) any reclassification of securities of the
Corporation or recapitalization or reorganization
of the Corporation;
shall require the affirmative vote of the holders of at least
two-thirds of the then outstanding shares of Common Stock of
the Corporation.
B. Any amendment of or addition to these Restated and Amended
Articles of Incorporation or the Bylaws of the Corporation
which would have the effect of amending, altering, changing or
repealing this Article shall require the affirmative vote of
the holders of at least two-thirds of the then outstanding
shares of Common Stock of the Corporation.
10.
No Director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of duty of care
or other duty as a Director, except for liability (i) for any appropriation, in
violation of his duties, of any business opportunity of the Corporation, (ii)
for acts or omissions which involve intentional misconduct or a knowing
violation of law, (iii) for the types of liabilities set forth in Section
14-2-832 of the Georgia Business Corporation Code, or (iv) for any transaction
from which the Director derived an improper personal benefit. If the Georgia
Business Corporation Code is amended to authorize corporate action further
eliminating or limiting the personal liability of Directors, then the liability
of a Director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Georgia Business Corporation Code, as amended. Neither
the amendment nor repeal of this Article 10 nor the adoption of any provision of
these Restated and Amended Articles of Incorporation inconsistent with this
Article shall eliminate or adversely affect any right or protection of a
Director of the Corporation existing immediately prior to such amendment, repeal
or adoption.
11.
A. So long as the Corporation desires to qualify as a real
estate investment trust ("REIT") under the Internal Revenue
Code of 1986, as amended (the "Code"), and subject to the
terms and provisions of this Article,
(1) After December 31, 1986, shares of stock of the
Corporation shall not be transferable to any Person
(as defined in C., below) if such transfer would
cause such person to be the Owner (as defined in C.,
below) of more than 3.9% in value of the outstanding
shares, which shall include both Common Stock and
Preferred Stock, of the Corporation (the "Limit").
After December 31, 1986, any transfer of shares
either (a) on the books of the Corporation or (b)
between stockholders or (c) among accounts of a
record stockholder (each of (a) (b) and (c) is
referred to as a "Record Transfer") which would cause
an accumulation of shares by any Person in excess of
the Limit and therefore violate the prohibition of
this A.(1), shall be void, and the intended
beneficial transferee (the "Record Transferee") of
such shares shall acquire no rights in such shares.
(2) Except for Persons who were Owners of shares in
excess of the Limit as of the close of business on
December 31, 1986 ("Prior Owners"), no Person shall
at any time be the Owner of shares in excess of the
Limit. The Board of Directors, in the exercise of its
sole and absolute discretion, may exempt from the
operation of A.(1) and A.(2) certain specified shares
of stock of the Corporation proposed to be
transferred to a Person who has provided the Board of
Directors with such evidence, undertakings and
assurances as the Board of Directors may require that
such transfer to such Person of the specified shares
of stock will not prevent the continued qualification
of the Corporation as a REIT under the Code and the
regulations thereunder. The Board of Directors may,
but shall not be required to, condition the grant of
any such exemption upon the obtaining of an opinion
of counsel, a ruling from the Internal Revenue
Service, assurances from one or more third parties as
to future acquisitions of shares, or such other
assurances as the Board of Directors may deem to be
satisfactory.
(3) After the close of business on December 31, 1986, no
Prior Owner shall at any time become the Owner of any
shares not Owned as of the close of business on
December 31, 1986, except for shares received
pursuant to pro rata stock splits, stock dividends or
similar transactions, shares acquired pursuant to
stock plans approved by the shareholders of the
Corporation and shares acquired from a Person whose
shares are attributed to such Prior Owner for
purposes of determining whether the Corporation
satisfies the requirement imposed on REITs under
Section 856(a)(6) of the Code; provided, however,
that a Prior Owner may become the Owner of shares not
Owned as of the close of business on December 31,
1986 and not acquired in accordance with the first
clause of this sentence (collectively, "Additional
Shares") if immediately after the transaction in
which such Prior Owner becomes the Owner of such
Additional Shares, such Prior Owner will not Own a
percentage of the value of the outstanding shares,
which shall include both Common Stock and Preferred
Stock, of the Corporation greater than the percentage
of the value of the outstanding shares of the
Corporation Owned by such Prior Owner as of the close
of business on December 31, 1986, excluding, for the
purpose of calculating such Prior Owner's Ownership
percentage after such transaction, shares acquired by
such Prior Owner since December 31, 1986 in
transactions permitted under the first clause of this
sentence. Any Record Transfer which would result in a
transfer of shares to a Prior Owner after December
31, 1986, in violation of this A.(3), shall be void,
and the Record Transferee shall acquire no rights in
such shares.
(4) If, notwithstanding the provisions hereof at any time
after December 31, 1986, there is a Record Transfer
in violation of the provisions hereof to a Person
which, absent the prohibitions in A.(1), would have
become an Owner of shares of the Corporation in
excess of the Limit, or there is a Record Transfer in
violation of the provisions hereof to a Prior Owner
after December 31, 1986, which, absent the
prohibitions of A.(3), would have resulted in a Prior
Owner becoming the Owner of shares not Owned as of
the close of business on December 31, 1986, those
shares of the Corporation which are a part of the
most recent Record Transfer and which are in excess
of the Limit or are to or for the benefit of a Prior
Owner after December 31, 1986, as the case may be,
including for this purpose shares deemed Owned
through attribution, shall constitute "Excess
Shares."
(5) Excess Shares shall have the following
characteristics:
(a) Excess Shares shall be deemed to have been
transferred to the Corporation as trustee
(the "Trustee") of a trust (the "Trust") for
the exclusive benefit of such Person or
Persons to whom the Excess Shares shall
later be transferred pursuant to (b) or (e)
below;
(b) Subject to the Corporation's rights
described in (e) below, an interest in the
Trust (representing the number of Excess
Shares held by the Trust attributable to the
Record Transferee as a result of the Record
Transfer that is void under A.(1) or A.(3)
shall be freely transferable by the Record
Transferee (i) at a price which does not
exceed the price paid by the Record
Transferee for the Excess Shares in
connection with the Record Transfer, or
(ii) if the shares become Excess Shares in a
transaction otherwise than for value (e.g.
by gift, devise or descent) at a price
which does not exceed the Market Price on
the date of the Record Transfer (in either
case, the "Record Transfer Price"),
provided, however, that the Excess Shares
held in the Trust attributable to the
Record Transferee would not constitute
Excess Shares in the hands of the transferee
of the interest in the Trust. Upon such
transfer, the Excess Shares attributable
to the Record Transferee shall be removed
from the Trust and transferred to the
transferee of the interest in the Trust and
shall no longer be Excess Shares, and the
Record Transferee's interest in the Trust
shall be extinguished;
(c) Excess Shares shall not have any voting
rights, and shall not be considered for the
purpose of any stockholder vote or
determining a quorum at the annual meeting
or any special meeting of stockholders, but
shall continue to be reflected as issued and
outstanding stock of the Corporation;
(d) No dividends or other distributions shall be
paid with respect to Excess Shares; any
dividends paid in error to a Record
Transferee prior to the discovery by the
Corporation that the Record Transfer is void
under A.(1) or A.(3) will be payable back to
the Corporation upon demand; and
(e) Excess Shares shall be deemed to have been
offered for sale to the Corporation or its
designee at the lesser of the Record
Transfer Price or the Market Price on the
date of acceptance of the offer. The
Corporation shall have the right to accept
such offer for a period of ninety (90) days
from (i) the date of the Record Transfer
which, absent the provisions of A.(1) or
A.(3), would have made the Record
Transferee the holder of Excess Shares, if
the Corporation has been given notice
pursuant to B.(2) that such Record Transfer
creates Excess Shares as of the date of such
Record Transfer or (ii) the date the Board
of Directors determines in good faith that
a Record Transfer which, absent the
provisions of A.(l) or A.(3), would have
made the Record Transferee the holder of
Excess Shares has taken place, if the
Corporation does not receive such notice
pursuant to B.(2). Prior to any transfer
of an interest in the Trust pursuant to
A.(5)(b), notice of the transfer must be
given to the Corporation by the Record
Transferee, and the Corporation must (i)
waive in writing its right to accept the
offer described in this A.(5)(e) and (ii)
make a good faith determination that the
Excess Shares held in the Trust attributable
to the Record Transferee would not
constitute Excess Shares in the hands of the
transferee of the interest in the Trust.
(6) If, notwithstanding the provisions of A.(1) and
A.(3), (i) any Person acquires shares in excess of
the Limit or (ii) any Prior Owner acquires additional
shares after December 31, 1986, in violation of the
provisions hereof, and the Corporation would have
qualified as a REIT but for the fact that more than
50% in value of its shares are held by five or fewer
individuals in the last half of the taxable year in
violation of the requirements of the Code, then that
Person, and any legal entities which constitute that
Person, shall be jointly and severally liable for and
shall pay to the Corporation, on an after-tax basis,
an amount equal to all taxes, penalties and interest
imposed, and all costs (plus interest of 15% per
annum from the date such costs are incurred) incurred
by the Corporation, as a result of the Corporation
losing its REIT qualification (the "Indemnity"). For
purposes of the preceding sentence, the amount of
taxes shall include the taxes that would be payable
if the Corporation, immediately after losing its REIT
qualification, sold all of its properties for cash at
their fair market value ("Built-In Gain Tax"),
regardless of whether the Corporation actually
engages in any such sales. Should the loss of REIT
qualification occur as described above, then the
Corporation may seek to have its qualification
restored for the next taxable year, but shall not be
required to do so. If the Corporation is unable to
requalify for the succeeding year as a result of the
prohibited share acquisitions, the Indemnity shall be
applicable until the Corporation is again able to
elect to be taxed as a REIT. Even if the Corporation
is again able to elect to be taxed as a REIT,
however, the Indemnity shall nevertheless include the
full amount of the Built-In Gain Tax, even if the
Corporation is allowed to pay any such taxes at the
time any properties are sold during the ten-year
period following the Corporation's requalification as
a REIT. If more than one Person has acquired shares
in excess of the Limit or is a Prior Owner who has
improperly acquired additional shares after December
31, 1986, prior to or at the time of the loss of REIT
qualification, then all such Persons and Prior
Owners, together with all legal entities which
constitute any of them, shall be jointly and
severally liable, with right of contribution, for the
Indemnity. However, the foregoing sentence shall not
require that the Corporation proceed against any one
or several of such Persons or Prior Owners or the
legal entities which constitute them.
(7) All certificates evidencing ownership of shares of
the Corporation shall bear a conspicuous legend
describing the restrictions set forth in this
Article. Stickers bearing such legend will be
distributed to record holders of shares of the
Corporation's Common Stock within 30 days after the
effective date of this Article 11. Such stickers
shall be affixed by the holders to the certificates
evidencing ownership of their shares.
B. (1) If the Board of Directors or its designees shall
at any time determine in good faith that a Record
Transfer has taken place in violation of A.(1) or
A.(3) or that a Person intends to acquire or has
attempted to acquire Ownership of any shares of
the Corporation in violation of A.(1) or A.(3),
the Board of Directors or its designees shall take
such action as it deems advisable to refuse to give
effect or to prevent such transfer or acquisition,
including but not limited to refusing to give effect
to such transfer or acquisition on the books
of the Corporation or instituting proceedings to
enjoin such transfer or acquisition.
(2) Any Person who acquires or attempts to acquire shares
in violation of A.(1) or A.(3), or who becomes the
Record Transferee of shares which, under A.(4),
become Excess Shares in the hands of that Person, is
obliged immediately to give written notice thereof to
the Corporation and to give to the Corporation such
other information as the Corporation may reasonably
require of such Person (a) with respect to the
Ownership of outstanding shares held directly or by
attribution by such Person, and (b) such other
information as may be necessary to determine the
Corporation's status under the Code.
(3) The Corporation has the right to request information
similar to that described in (2) immediately above if
it determines, in good faith, that a Person is
attempting to acquire shares in violation of A.(1)
and A.(3) or that a Record Transfer has been made
which has resulted in Excess Shares.
C. For the purpose of the determination to be made under this
Article,
(1) A Person shall be considered to "Own", be the "Owner"
or have "Ownership" of shares if he is treated as
owner of such shares for purposes of determining
whether the Corporation satisfies the requirements
imposed on REITs under Section 856(a)(6) of the Code.
(2) "Person" includes an individual, corporation,
partnership, estate, trust (including a trust
qualified under Section 401(a) or 501 (c)(17) of the
Code), association, private foundation within the
meaning of Section 509(a) of the Code, joint stock
company or other entity and also includes a group as
that term is used for purposes of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended, but
does not include an underwriter which participates in
a public offering of the Corporation's common stock
for a period of seven days following the purchase by
such underwriter of the Corporation's common stock.
"Person" does not include an organization that
qualifies under Section 501(c)(3) of the Code that is
not a private foundation within the meaning of
Section 509(a) of the Code.
(3) "Market Price" for Excess Shares shall be the average
of the high and low prices as reported on the New
York Stock Exchange composite tape if the shares are
listed or admitted for trading on the New York Stock
Exchange, or as reported by The Nasdaq Stock Market
if the shares are designated as national market
system securities and are not listed or admitted for
trading on the New York Stock Exchange, for the
trading day immediately preceding the relevant date.
(4) In the case of an ambiguity in the application of any
of the provisions of (1) and (2) above, the Board of
Directors or a committee thereof shall have the power
to determine for purposes of this Article on the
basis of information known to it (i) whether any
Person Owns shares, (ii) whether any two or more
individuals, corporations, partnerships, estates,
trusts, associations or joint stock companies or
other entities constitute a Person, and (iii) whether
any of the entities of (ii) above constitute a group.
D. If any provision of this Article or any application of any
such provision is determined to be invalid by any Federal or
state court having jurisdiction over the issues, the validity
of the remaining provisions shall not be affected and other
applications of such provision shall be affected only to the
extent necessary to comply with the determination of such
court.
E. Nothing contained in this Article shall limit the authority of
the Board of Directors to take such other action as it deems
necessary or advisable to protect the Corporation and the
interests of its stockholders by preservation of the
Corporation's status as a REIT under the Code.
IN WITNESS WHEREOF, Cousins Properties Incorporated has caused these
Restated and Amended Articles of Incorporation to be executed, its corporate
seal to be affixed, and its seal and execution thereof to be attested, all by
its duly authorized officers this ___ day of ___________, 199__.
COUSINS PROPERTIES INCORPORATED
[CORPORATE SEAL]
By:____________________________
Attest: Title:______________________
________________________
Secretary
<PAGE>
EXHIBIT B
COUSINS PROPERTIES INCORPORATED
STOCK PLAN FOR OUTSIDE DIRECTORS
AS AMENDED AND RESTATED
<PAGE>
(Bii)
(Bi)
TABLE OF CONTENTS
Page
----
SECTION 1. PURPOSE..................................................B-1
SECTION 2. DEFINITIONS..............................................B-1
2.1 CPI......................................................B-1
2.2 Board....................................................B-1
2.3 Effective Date...........................................B-1
2.4 Executive Stock Plan.....................................B-1
2.5 Issuance Date............................................B-1
2.6 Market Price.............................................B-1
2.7 Old Plan.................................................B-1
2.8 Outside Director.........................................B-1
2.9 Plan.....................................................B-2
2.10 Restricted Stock.........................................B-2
2.11 Rule 16b-3...............................................B-2
2.12 Stock ..................................................B-2
SECTION 3. AVAILABLE SHARES.........................................B-2
SECTION 4. STOCK IN LIEU OF CASH....................................B-2
4.1 Election.................................................B-2
4.2 Election and Election Revocation Procedure...............B-3
4.3 Number of Shares.........................................B-3
4.4 Insufficient Shares......................................B-3
4.5 Restriction on Shares....................................B-3
SECTION 5. STOCK OPTIONS............................................B-3
5.1 General..................................................B-3
5.2 Terms and Conditions.....................................B-4
5.3 Minimum Terms and Conditions.............................B-4
5.4 Payment..................................................B-4
<PAGE>
SECTION 6. RESTRICTED STOCK.........................................B-4
6.1 General..................................................B-4
6.2 Conditions...............................................B-4
6.3 Dividend and Voting Rights...............................B-5
6.4 Nonforfeitable Stock.....................................B-5
SECTION 7. NO TRANSFER..............................................B-5
SECTION 8. OLD PLAN.................................................B-6
SECTION 9. MISCELLANEOUS............................................B-6
9.1 References...............................................B-6
9.2 Construction.............................................B-6
9.3 Stock Transfer...........................................B-6
9.4 Source of Stock..........................................B-6
9.5 Adjustment...............................................B-6
9.6 Change in Control or Sale of Assets......................B-6
9.7 Amendment................................................B-7
9.8 Termination..............................................B-7
<PAGE>
B-7
SECTION 1.
PURPOSE
The primary purpose of this Plan is to attract and retain well qualified
individuals as Outside Directors of CPI by (1) granting Outside Directors the
right to elect to receive compensation in Stock in lieu of cash and (2)
providing for grants of options to purchase Stock and grants of shares of
Restricted Stock. This Plan is an amendment and restatement of the Cousins
Properties Incorporated Stock Plan for Outside Directors.
SECTION 2.
DEFINITIONS
2.1. CPI -- means Cousins Properties Incorporated and any
successor to such corporation.
2.2. Board -- means the Board of Directors of CPI.
2.3. Effective Date -- means August 27, 1996.
2.4. Executive Stock Plan -- means the Cousins Properties Incorporated
1995 Stock Incentive Plan, as amended, and any successor to such plan.
2.5. Issuance Date -- means (i) with respect to shares of Stock 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 of Stock to be issued for
fees earned between regular quarterly Board meetings, the date of the next
regular Board meeting.
2.6. Market Price -- means the average between the high and the low
price for a share of Stock 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,
as such prices as so reported for the last business day before such day.
2.7. Old Plan -- means the Cousins Properties Incorporated Stock
Plan for Outside Directors as in effect immediately before the Effective Date.
2.8. Outside Director -- means a member of the Board who performs
no services whatsoever for CPI as a common law employee of CPI.
2.9. Plan -- means this Cousins Properties Incorporated Stock Plan for
Outside Directors, as first effective on the Effective Date and as thereafter as
amended from time to time.
2.10. Restricted Stock -- means a share of Stock granted to an Outside
Director subject to such conditions, if any, as the Board deems appropriate
under the circumstances.
2.11. Rule 16b-3 -- means the exemption under Rule 16b-3 to Section 16b
of the Securities Exchange Act of 1934, as amended, or any successor to such
rule.
2.12. Stock -- means the $1.00 par value common stock of CPI.
SECTION 3.
AVAILABLE SHARES
There shall be 350,000 shares of Stock made available for payments, options
and Restricted Stock grants to Outside Directors under this Plan, which number
of shares of Stock shall include the number of shares which remain available for
payments under the Old Plan immediately before the Effective Date.
SECTION 4.
STOCK IN LIEU OF CASH
4.1. Election. Each Outside Director shall have the right on or after the
Effective Date to elect (in accordance with Section 4.2) to receive Stock in
lieu of cash as part of his or her compensation package with respect to all or a
specific percentage of:
(a) any installment of his or her annual cash retainer fee as an
Outside Director;
(b) any fee payable in cash to him or to her for attending a
meeting of the Board or a committee of the Board; and
(c) any fee payable in cash to him or to her for serving as the
chairperson of a committee of the Board.
Any election to receive Stock in lieu of cash which was in effect under the Old
Plan immediately before the Effective Date shall remain in effect under this
Plan until revoked under Section 4.2.
4.2. Election and Election Revocation Procedure. An election by an Outside
Director under Section 4.1 to receive Stock in lieu of cash shall be made in
writing and shall be effective as of 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 4.1. After an Outside Director has made
an election under this Section 4.2, 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 as of 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 4.2.
4.3. 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 4.1 to receive in the form of Stock by 95% of 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.
4.4. Insufficient Shares. If the number of shares of Stock available under
this Plan is insufficient as of any date to issue the Stock called for under
Section 4.3, CPI shall issue Stock under Section 4.3 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 4.1
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 4.1. All elections made under this Section 4 thereafter shall be
null and void, and no further Stock shall be issued under this Plan with respect
to any such elections.
4.5 Restriction on Shares. CPI shall have the right to issue the shares of
Stock which an Outside Director shall receive in lieu of any cash payment
subject to a restriction that the Outside Director have no right to transfer
such Stock (except to the extent permissible under Rule 16b-3) for the six month
period which starts on the date the Stock is issued or to take such other action
as CPI deems necessary or appropriate to make sure that the Outside Director
satisfies the applicable holding period requirement, if any, set forth in Rule
16b-3.
SECTION 5.
STOCK OPTIONS
5.1. General. The Board as part of an Outside Director's compensation
package may grant options to purchase Stock to such Outside Director.
5.2. Terms and Conditions. Each option granted under this Plan shall be
evidenced by an option certificate which shall set forth the specific terms and
conditions, if any, under which such option has been granted in addition to the
minimum terms and conditions set forth in Section 5.3.
5.3. Minimum Terms and Conditions.
(a) The option price for a share of Stock subject to an option
shall be no less than the Market Price for a share of Stock on the date the
option is granted.
(b) No Outside Director shall have the right to exercise an option
until after the end of the six month period which begins on the date the option
is granted.
(c) Each option shall expire no later than the tenth anniversary
of the date the option is granted.
5.4. Payment. The option price for a share of Stock shall be payable in
full upon the exercise of any option, and an Outside Director may pay the option
price either in cash or in Stock which has been held by the Outside Director for
at least six months or in any combination of cash and such Stock. If the option
price is paid in whole or in part in Stock, such payment shall be made in Stock
acceptable to the Board, and any such payment shall be treated as equal to the
Market Price of a share of Stock on the date the properly endorsed certificate
for such Stock is delivered to the Secretary of CPI.
SECTION 6.
RESTRICTED STOCK
6.1. General. The Board as part of an Outside Director's compensation
package may grant Restricted Stock to such Outside Director. Each Restricted
Stock grant shall be evidenced by a Restricted Stock certificate, and each such
certificate shall set forth the conditions, if any, under which the Stock will
be issued in the name of the Outside Director and the conditions, if any, under
which the Outside Director's interest in such Stock will become nonforfeitable.
6.2. Conditions.
(a) Issuance. The Board acting in its absolute discretion may make the
issuance of Restricted Stock in the name of an Outside Director subject to one,
or more than one, condition which the Board deems appropriate under the
circumstances, and the shares of Restricted Stock subject to a Restricted Stock
grant shall be issued by CPI in the name of the Outside Director only after the
Board determines that each such condition, if any, has been satisfied.
(b) Forfeiture. The Board acting in its absolute discretion may make
Restricted Stock issued in the name of an Outside Director subject to one, or
or more than one, forfeiture condition which the Board deems appropriate
under the circumstances, and any Stock issued in the name of an Outside Director
shall be forfeited unless the Board determines that each such forfeiture
condition, if any, has been satisfied.
6.3. Dividend and Voting Rights. Each Restricted Stock certificate shall
specify what rights, if any, an Outside Director shall have with respect to the
Restricted Stock issued in his or her name pending the forfeiture of such
Restricted Stock or the lapse of each forfeiture condition, if any, with respect
to such Stock.
6.4 Nonforfeitable Stock. A share of Stock issued in the name of an Outside
Director shall cease to be Restricted Stock at such time as the Outside
Director's interest in such Stock becomes nonforfeitable, and the certificate
representing such share shall be released by CPI and transferred to the Outside
Director as soon as practicable thereafter. However, if a share of Restricted
Stock is issued and is nonforfeitable before the end of the six month period
which starts on the date the Restricted Stock is granted to an Outside Director,
CPI shall have the right to issue such Stock subject to a restriction that the
Outside Director hold such Stock for the remainder of such six month period or
to take such other action as CPI deems necessary or appropriate to make sure
that the Outside Director satisfies the applicable holding period requirement,
if any, set forth in Rule 16b-3.
SECTION 7.
NO TRANSFER
No Outside Director shall have the right to transfer any option granted to
him or to her under this Plan, or to transfer any Restricted Stock before such
Stock has become nonforfeitable, other than by will or by the laws of the
descent and distribution. An option shall be exercisable during an Outside
Director's lifetime only by the Outside Director. The person or persons to whom
an option or Restricted Stock is transferred by will or by the laws of descent
and distribution after the death of an Outside Director thereafter shall be
subject to the terms and conditions of this Plan and the related certificates.
<PAGE>
SECTION 8.
OLD PLAN
Each option granted under Section 5 and each Restricted Stock grant made
under Section 6 shall be granted or made subject to the approval of this Plan by
CPI's shareholders. However, each election under Section 4 to receive Stock in
lieu of cash shall be effective prior to such shareholder approval to the extent
such election would have been permissible under the Old Plan. If CPI's
shareholders fail to approve this Plan, the Old Plan shall remain in full force
and effect.
SECTION 9.
MISCELLANEOUS
9.1. References. All references made to sections under this Plan shall be
to sections of this Plan.
9.2. 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.
9.3. 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.
9.4. Source of Stock. Stock issued under this Plan may (at CPI's
discretion) be issued from treasury Stock or from authorized but unissued Stock.
9.5. Adjustment. The Board shall have the right to adjust the number of
shares of Stock subject to an option and the related option price, or adjust the
number of shares of Restricted Stock subject to grants, under the same
circumstances, terms and conditions that adjustments can be made under the
Executive Stock Plan.
9.6. Change in Control or Sale of Assets. If the Board determines that
there will be a change in control of CPI or any form of disposition of CPI or a
sale of substantially all of CPI's assets, the Board shall have the right to
waive any conditions in the exercise of any outstanding options granted under
this Plan and to waive any and all issuance and forfeiture conditions on
Restricted Stock. Any such determination shall be based on the same factors
taken into account under the Executive Stock Plan under such circumstances.
9.7. Amendment. The Board 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 approval is required under Rule 16b-3, under the
rules of the stock exchange on which Stock is then actively traded or under
applicable law.
9.8. Termination. The Board shall have the right to terminate this Plan at
any time and, if deemed fair and appropriate under the circumstances, to cancel
all then outstanding options and Restricted Stock grants as part of such
termination.
IN WITNESS WHEREOF, CPI has caused its President to execute this Plan on
its behalf this ________ day of _____________, 1996.
COUSINS PROPERTIES INCORPORATED
By:________________________________
President
<PAGE>
1
COUSINS PROPERTIES INCORPORATED-Proxy Solicited on
Behalf of the Board of Directors FOR THE ANNUAL
MEETING OF STOCKHOLDERS-April 29, 1997
The undersigned hereby appoints T. G. Cousins, Richard W. Courts, II and
William Porter Payne, and each of them, proxies with full power of substitution
for and in the name of the undersigned, to vote all shares of stock of Cousins
Properties Incorporated which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Stockholders to be held Tuesday,
April 29, 1997, 2:00 p.m. local time, and at any adjournments thereof, upon the
matters described in the accompanying Notice of Annual meeting of Stockholders
and Proxy Statement dated March 28, 1997 and upon any other business that may
properly come before the meeting or any adjournments thereof.
Said proxies are directed to vote or refrain from voting pursuant to said
Proxy Statement as follows, and otherwise in their discretion upon all other
matters that may properly come before the meeting or any adjournments thereof.
1. Election of Directors: For all nominees listed below (except as indicated
to the contrary*) ___
WITHHOLD AUTHORITY to vote for all nominees listed
below ___
*INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list below:
Bennett A. Brown Richard W. Courts, II T.G. Cousins Terence C. Golden
Boone A. Knox William Porter Payne Richard E. Salomon
2. FOR___AGAINST___ABSTAIN___ Approval of amendments to and restatement of
the Restated Articles of Incorporation
as reflected in the Proxy Statement and
accompanying copy of the proposed Restated
and Amended Articles of Incorporation.
3. FOR___AGAINST___ABSTAIN___ Approval of amendments to the Stock Plan
for Outside Directors so as to, among other
things, allow the grant of restricted stock
and stock options to Outside Directors and
increase the shares available under the Plan.
Continued on other side
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Continued from other side
THIS PROXY WILL BE VOTED AS DIRECTED OR IF NO DIRECTION IS INDICATED WILL BE
VOTED "FOR" THE ABOVE PROPOSALS AND NOMINEES.
The undersigned acknowledges receipt with this proxy of a copy of the
Notice of Annual Meeting and Proxy Statement dated March 28, 1997.
Dated
___________________________
_________________________________________
_________________________________________
Signature of Stockholder(s)
Please date this proxy and sign exactly
as your name(s) appears hereon. If stock
is held jointly, each owner must sign.
When signing as attorney or in a fiduciary
capacity, please give full title. A
corporation must sign in full corporate
name by an authorized officer. A partner-
ship must sign in the partnership name
by an authorized person.
PLEASE VOTE, SIGN AND DATE THIS PROXY AND PROMPTLY RETURN IT IN THE ENCLOSED
ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. IF YOU ATTEND THE
ANNUAL MEETING, YOU MAY REVOKE THE PROXY AND VOTE THE SHARES IN PERSON.
