8-A12B 1 g83962e8va12b.txt COUSINS PROPERTIES INCORPORATED UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 Cousins Properties Incorporated ------------------------------------------------------ (Exact name of registrant as specified in its charter) Georgia 58-0869052 -------------------------------- -------------------------------------- (State of incorporation or (IRS Employer Identification No.) organization) 2500 Windy Ridge Parkway Atlanta, Georgia 30339-5683 (Address of principal executive offices) (Zip Code) If this form relates to the registration If this form relates to the registration of a class of securities pursuant to of a class of securities pursuant to Section 12(b) of the Exchange Act and is Section 12(g) of the Exchange Act and is effective pursuant to General effective pursuant to General Instruction A.(c), please check the Instruction A.(d), please check the following box. |X| following box. |_|
Securities Act registration file number to which this form relates: 333-106401 ---------- (If applicable) Securities to be registered pursuant to Section 12(b) of the Act: Title of each Class to be so registered Name of each exchange on which each class is to be registered ----------------------------------------------- ------------------------------ 7 3/4% Series A Cumulative Redeemable Preferred New York Stock Exchange Stock, par value $1.00 per share
Securities to be registered pursuant to Section 12(g) of the Act: -------------------------------------------- (Title of Class) Item 1. Description of Registrant's Securities to be Registered. A description of the 7 3/4% Series A Cumulative Redeemable Preferred Stock of Cousins Properties Incorporated (the "Registrant"), par value $1.00 per share (the "Series A Preferred Stock"), is set forth under the caption "Description of Series A Preferred Stock" in the Registrant's prospectus supplement dated July 17, 2003, as filed by the Registrant with the Securities and Exchange Commission (the "SEC") on July 21, 2003 pursuant to Rule 424(b)(2) of the Securities Act of 1933, as amended, which supplements the prospectus contained in the Registrant's Registration Statement on Form S-3, as amended (File No. 333-106401), which was declared effective on July 10, 2003, which descriptions are incorporated herein by reference. Item 2. Exhibits. The following exhibits are being filed with or incorporated by reference into this Registration Statement on Form 8-A and are being filed with the New York Stock Exchange along with this Registration Statement on Form 8-A. 3.1(a)(1) -- Restated and Amended Articles of Incorporation of Registrant, as amended August 9, 1999, filed as Exhibit 3.1 in the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, and incorporated herein by reference. 3(b) -- By-laws of Registrant, as amended April 29, 1993, filed as Exhibit 3.2 in the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, and incorporated herein by reference. 4.1 -- Dividend Reinvestment Plan as restated as of March 27, 1995, filed in the Registrant's Registration Statement on Form S-3 dated March 27, 1995, and incorporated herein by reference. 4.2 -- Amendment to Restated and Amended Articles of Incorporation of the Registrant, filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on July 23, 2003, and incorporated herein by reference. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. COUSINS PROPERTIES INCORPORATED Date: July 23, 2003 By: /s/ James A. Fleming ----------------------------------------- James A. Fleming Senior Vice President, General Counsel and Secretary -3-