UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 15, 2009
Cousins Properties Incorporated
(Exact name of registrant as specified in its charter)
Georgia
(State or other jurisdiction of incorporation)
001-11312
(Commission File Number)
58-0869052
(IRS Employer Identification Number)
191 Peachtree Street NE, Suite 3600, Atlanta, Georgia 30303-1740
(Address of principal executive offices)
Registrant’s telephone number, including area code: (404) 407-1000
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 1.01. |
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Entry into a Material Definitive Agreement. |
On September 15, 2009, Cousins Properties Incorporated (the “Company”) entered into an
underwriting agreement (the “Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. Incorporated and J.P. Morgan Securities Inc., as representatives of the
several underwriters named in Schedule A to the Agreement (the “Underwriters”). Pursuant to the
terms and conditions of the Agreement, the Company agreed to sell 40,000,000 shares of common
stock, par value $1.00 per share, at a price to the public of $7.25 per share. In addition, the Company granted the Underwriters a
30-day option to purchase up to 6,000,000 additional shares of common stock to cover
overallotments, which was exercised in full by the Underwriters on September 16, 2009.
The Company agreed to indemnify the Underwriters against certain specified
types of liabilities, including liabilities under the Securities Act of 1933, and to contribute to
payments the Underwriters may be required to make in respect of these liabilities. In the ordinary
course of business the Underwriters or their respective affiliates have engaged and may in the
future engage in various financing, commercial banking and investment banking services with, and
provide financial advisory services to, the Company and its affiliates for which they have received
or may receive customary fees and expenses. Subject to customary closing conditions, the offering
contemplated by the Agreement (including the exercise of the full
overallotment option) is expected to
close on or about September 21, 2009.
The shares of common stock were offered pursuant to the Company’s shelf registration
statement on Form S-3 (File No. 333-158234). A copy of the Agreement is attached hereto as Exhibit
1.1, and the description of the material terms of the Agreement in this Item 1.01 is qualified in
its entirety by reference to such exhibit, which is incorporated herein by reference.
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| Item 7.01. |
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Regulation FD Disclosure. |
A copy of the press releases announcing the pricing of the common stock offering is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this Current Report on Form 8-K under this Item 7.01 (including
Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference into any filing made by the Company under
the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such a filing.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are filed herewith:
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| Exhibit No. |
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Description |
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1.1
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Underwriting Agreement dated September 15, 2009, by and among Cousins Properties
Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co.
Incorporated and J.P. Morgan Securities Inc., as representatives of the several underwriters. |
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5.1
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Opinion of King & Spalding LLP regarding legality of shares. |
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23.1
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Consent of King & Spalding LLP (included in Exhibit 5.1). |
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99.1
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Cousins Properties Incorporated Press Release, dated September 15, 2009. |
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