8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________

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): March 13, 2014

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 500, 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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

Cousins Properties Incorporated (the “Company”) announced on March 13, 2014 that it will redeem all 3,791,000 issued and outstanding shares of the Company’s 7½% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”).

The redemption date (the “Redemption Date”) will be April 14, 2014. The Series B Preferred Stock (CUSIP: 222795403) will be redeemed in whole at the par value of $25.00 per share, plus accrued and unpaid dividends to the Redemption Date in an amount equal to $0.30729 per share, for a total payment of $25.30729 per share (together, the “Redemption Price”). From and after the Redemption Date, dividends on the Series B Preferred Stock will cease to accrue and the only remaining right of the holders of shares of the Series B Preferred Stock will be to receive payment of the Redemption Price.

The notice of redemption will be mailed to holders of record of the Series B Preferred Stock on March 14, 2014. Questions relating to the notice of redemption should be directed to American Stock Transfer & Trust Company, LLC, the Company’s transfer agent and the paying agent (the “Redemption Agent”) for the redemption of the Series B Preferred Stock. The address of the Redemption Agent is American Stock Transfer & Trust Company, LLC, Corporate Actions Group, 6201 15th Avenue, Brooklyn, NY 11219.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.Exhibit Description

99.1             Press Release, dated March 13, 2014

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 13, 2014

COUSINS PROPERTIES INCORPORATED

By: /s/ Pamela F. Roper

Pamela F. Roper

Senior Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.Exhibit Description

99.1                     Press Release, dated March 13, 2014

EX-99.1

News Release

CONTACT:
Marli Quesinberry

Director of Investor Relations and Corporate Communications
(404) 407-1898marliquesinberry@cousinsproperties.com

website address: www.cousinsproperties.com

COUSINS PROPERTIES ANNOUNCES REDEMPTION OF 7.50% SERIES B CUMULATIVE REDEEMABLE PREFERRED STOCK

ATLANTA — (March 13, 2014) — Cousins Properties Incorporated (NYSE: CUZ) announced today that it will redeem all 3,791,000 issued and outstanding shares of 7.50% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”).

The redemption date (the “Redemption Date”) will be April 14, 2014. The Series B Preferred Stock (NYSE: CUZ PR B - CUSIP: 222795403) will be redeemed in whole at the par value of $25.00 per share, plus accrued and unpaid dividends to the Redemption Date in an amount equal to $0.30729 per share, for a total payment of $25.30729 per share (together, the “Redemption Price”). From and after the Redemption Date, dividends on the Series B Preferred Stock will cease to accrue and the only remaining right of the holders of shares of the Series B Preferred Stock will be to receive payment of the Redemption Price.

The notice of redemption will be mailed to holders of record of the Series B Preferred Stock on March 14, 2014. Questions relating to the notice of redemption should be directed to American Stock Transfer & Trust Company, LLC, the Company’s transfer agent and the paying agent (the “Redemption Agent”) for the redemption of the Series B Preferred Stock. The address of the Redemption Agent is American Stock Transfer & Trust Company, LLC, Corporate Actions Group, 6201 15th Avenue, Brooklyn, NY 11219.

Cousins Properties Incorporated is a leading fully integrated real estate investment trust (REIT) with extensive experience in development, acquisition, financing, management and leasing. Based in Atlanta, the Company actively invests in top-tier urban office assets and opportunistic mixed-use developments in Sunbelt markets.

This press release does not constitute an offer of any securities for sale. Certain matters discussed in this press release are forward-looking statements within the meaning of the federal securities laws and are subject to uncertainties and risk and actual results may differ materially from projections. Readers should carefully review Cousins’ financial statements and notes thereto, as well as the risk factors described in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and other documents Cousins files from time to time with the Securities and Exchange Commission. Such forward-looking statements are based on current expectations and speak as of the date of such statements. Cousins undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise.

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