10-K/A 1 f10k-a02.txt FORM 10-K AMENDMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 Commission file number 0-3576 COUSINS PROPERTIES INCORPORATED A GEORGIA CORPORATION I.R.S. EMPLOYER IDENTIFICATION NO. 58-0869052 2500 WINDY RIDGE PARKWAY ATLANTA, GEORGIA 30339 TELEPHONE: 770-955-2200 Securities registered pursuant to Section 12(b) of the Act: Common Stock ($1 Par Value) Name of exchange on which registered: New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2) Yes X No -- As of June 28, 2002, the aggregate market value of the common stock of Cousins Properites Incorporated held by non-affiliates was $929,547,967. As of March 18, 2003, 48,264,013 shares of common stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the following documents have been incorporated by reference into the designated Part of this Form 10-K-A: Registrant's Proxy Statement Part III, Items 10, 11, 12 and 13 dated March 25, 2003 Registrant's Annual Report to Part II, Items 5, 6, 7 and 8 Stockholders for the year ended December 31, 2002 Item 15. -------- 13 Portions of the Annual Report to Stockholders for the year ended December 31, 2002 expressly incorporated by reference herein: Pages 19 through 58, and the information under the caption "Selected Quarterly Financial Information" on Page 59. SIGNATURES ---------- Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Cousins Properties Incorporated (Registrant) Dated: March 25, 2003 BY: /s/ Tom G. Charlesworth ---------------------------------------- Tom G. Charlesworth Executive Vice President, Chief Financial Officer and Chief Investment Officer (Duly Authorized Officer and Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. Signature Capacity Date --------- -------- ---- Principal Executive Officer: President, Chief Executive March 25, 2003 /s/ Thomas D. Bell, Jr. Officer and Vice Chairman ---------------------------------- of the Board Thomas D. Bell, Jr. Principal Financial and Accounting Officer: Executive Vice President, March 25, 2003 /s/ Tom G. Charlesworth Chief Financial Officer ---------------------------------- and Chief Investment Officer Tom G. Charlesworth Additional Directors: /s/ T. G. Cousins Chairman of the Board March 25, 2003 ---------------------------------- T. G. Cousins /s/ Richard W. Courts, II Director March 25, 2003 ---------------------------------- Richard W. Courts, II /s/ Lillian C. Giornelli Director March 25, 2003 ---------------------------------- Lillian C. Giornelli /s/ Terence C. Golden Director March 25, 2003 ---------------------------------- Terence C. Golden /s/ Boone A. Knox Director March 25, 2003 ---------------------------------- Boone A. Knox /s/ John J. Mack Director March 25, 2003 ---------------------------------- John J. Mack /s/ Hugh L. McColl, Jr. Director March 25, 2003 ---------------------------------- Hugh L. McColl, Jr. /s/ William Porter Payne Director March 25, 2003 ---------------------------------- William Porter Payne /s/ R. Dary Stone Director and Vice Chairman March 25, 2003 ---------------------------------- of the Company R. Dary Stone