8-K

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): June 29, 2006

Cousins Properties Incorporated

(Exact name of registrant as specified in its charter)

Georgia
(State or other jurisdiction of incorporation)

0-3576
(Commission File Number)

58-0869052
(IRS Employer Identification Number)

2500 Windy Ridge Parkway, Atlanta, Georgia 30339-5683
(Address of principal executive offices)

Registrant’s telephone number, including area code: (770) 955-2200

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 2.01. Completion of Acquisition or Disposition of Assets

     On May 3, 2006, Cousins Properties Incorporated (the “Company”) entered into an agreement to form a venture arrangement (the “Venture”) with The Prudential Insurance Company of America on behalf of a separate account managed for institutional investors by Prudential Real Estate Investors (“PREI”). The Company filed a Current Report on Form 8-K on May 4, 2006 disclosing the agreement to enter into the Venture. On June 16, 2006, the parties entered into an amendment to extend the closing of the Venture to June 29, 2006 and a Current Report on Form 8-K was filed on that day. On June 29, 2006, the ventures were formed, and the Company contributed five retail projects having an agreed value of $340,890,074. PREI made its initial cash contribution to the venture and assumed debt, and agreed to contribute remaining cash to equal the agreed property value of $340,890,074.

Item 9.01. Financial Statements and Exhibits

(b)	Pro Forma Financial Information. The following pro forma financial statements of the Registrant are filed as Exhibit 99.1 herewith and incorporated herein by reference:
	Unaudited Pro Forma Financial Statements
	Summary of Unaudited Pro Forma Financial Statements
	Pro Forma Consolidated Balance Sheet as of March 31, 2006 (unaudited) Pro Forma Consolidated Statement of Income for the year ended December 31, 2005 (unaudited)
	Pro Forma Consolidated Statement of Income for the three months ended March 31, 2006 (unaudited)
(d)	Exhibits
	The following exhibit is filed herewith:

Exhibit No.	Description
99.1	Unaudited Pro Forma Financial Statements

Signatures

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

Date: July 6, 2006

COUSINS PROPERTIES INCORPORATED
By:	/s/ Robert M. Jackson
	Robert M. Jackson
	Senior Vice President, General Counsel      and Corporate Secretary

EX-99.1

Exhibit 99.1

COUSINS PROPERTIES INCORPORATED

SUMMARY OF UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

     This pro forma information should be read in conjunction with the consolidated financial statements and notes of Cousins Properties Incorporated (the “Company” or the “Registrant”) included in its annual report filed on Form 10-K for the year ended December 31, 2005 and its quarterly report filed on Form 10-Q for the three months ended March 31, 2006.

     The following unaudited pro forma consolidated balance sheet as of March 31, 2006 has been prepared to give effect to the second quarter 2006 contribution of five of the Company’s consolidated retail properties to a new joint venture formed with The Prudential Insurance Company of America on behalf of a separate account managed for institutional investors by Prudential Real Estate Investors (“PREI”), (the “Venture”), as if the Venture had been formed on March 31, 2006 and the full Base Contribution received on that date.

     The following unaudited pro forma consolidated statements of income for the year ended December 31, 2005 and the three months ended March 31, 2006 have been prepared to give effect to the venture formation as if it occurred on January 1, 2005 and the full Base Contribution was received on the same date.

     These unaudited consolidated financial statements are prepared for informational purposes only and are not necessarily indicative of future results or of actual results that would have been achieved had the second quarter 2006 transaction been consummated on January 1, 2005 for income statement purposes or March 31, 2006 for balance sheet purposes.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
MARCH 31, 2006
(Unaudited, in thousands, except share and per share amounts)

	Cousins Properties
	Incorporated			Pro Forma
	Historical (a)			Adjustments				Pro Forma Total
ASSETS
PROPERTIES:
Operating properties, net of accumulated depreciation of $160,882 at March 31, 2006	$	561,029		$	(132,346	)	(b)	$	428,683
Land held for investment or future development		93,626			—				93,626
Projects under development		301,654			(20,467	)	(b)		281,187
Residential lots under development		9,048			—				9,048
Total properties		965,357			(152,813	)			812,544
CASH AND CASH EQUIVALENTS		9,479			286,547		(c)		56,701
					(237,066	)	(f)
					(2,259	)	(h)
RESTRICTED CASH		4,038			(80	)	(b)		3,958
NOTES AND OTHER RECEIVABLES		47,724			(336	)	(b)		47,388
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES		208,305			16,789		(i)		225,094
OTHER ASSETS, including goodwill of $8,326 at March 31, 2006		33,247			(246	)	(b)		33,001
TOTAL ASSETS	$	1,268,150		$	(89,464	)		$	1,178,686
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
NOTES PAYABLE	$	551,182			(36,944	)	(b)		277,172
					(237,066	)	(f)
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES		58,665			(l,795	)	(b)		68,969
					12,099		(g)
DEFERRED GAIN		5,885			155,985		(d)		147,512
					(12,099	)	(g)
					(2,259	)	(h)
DEPOSITS AND DEFERRED INCOME		2,553			(199	)	(b)		2,354
TOTAL LIABILITIES		618,285			(122,278	)			496,007
					34,494		(i)
MINORITY INTERESTS		24,967			1,084		(b)		60,545
COMMITMENTS AND CONTINGENT LIABILITIES
STOCKHOLDERS’ INVESTMENT:
Preferred Stock, 20,000,000 shares authorized, $1 par value:
7.75% Series A cumulative redeemable preferred stock, $25 liquidation preference; 4,000,000 shares issued and outstanding		100,000			—				100,000
7.50% Series B cumulative redeemable preferred stock, $25 liquidation preference; 4,000,000 shares issued and outstanding		100,000			—				100,000
Common stock, $1 par value, 150,000,000 shares authorized, 53,423,471 shares issued at March 31, 2006		53,423			—				53,423
Additional paid-in capital		316,169			—				316,169
Treasury stock at cost, 2,691,582 shares		(64,894	)		—				(64,894	)
Unearned compensation		—			—				—
Cumulative undistributed net income		120,200			(2,764	)	(e)		117,436
TOTAL STOCKHOLDERS’ INVESTMENT		624,898			(2,764	)			622,134
TOTAL LIABILITIES AND STOCKHOLDERS’ INVESTMENT	$	1,268,150		$	(89,464	)		$	1,178,686

See Notes to Balance Sheet on the following page.

NOTES TO PRO FORMA BALANCE SHEET:
(a)	Historical financial information is derived from the Registrant’s quarterly report on Form 10-Q for the three months ended March 31, 2006.
(b)	Reflects the basis of the real estate and other assets and liabilities associated with the contributed properties as of March 31, 2006.
(c)	Reflects cash received from PREI for its investment in the Venture, net of estimated closing costs.
(d)	The Company is treating the contribution of the properties as a sale of 88.5% of the properties under the guidelines of SFAS No. 66. The gain will be deferred as the consideration received does not meet the criteria for immediate gam recognition under SFAS No. 66. Deferred gain reflects the difference between 88.5% of the properties’ basis and the agreed upon value of the properties contributed to the Venture.
(e)	Reflects a Loss on Extinguishment of Debt related to the debt at The Avenue East Cobb. Amount is calculated as 88.5% of the difference between the remaining balance on The Avenue East Cobb mortgage note payable at March 31, 2006 and the present value of the remaining payments under the obligation using current interest rates for similar debt instruments.
(f)	Reflects the receipt of cash for PREI’s contribution to CP Venture Six, which is being retained at CP Venture IV. Such amounts can be loaned to the Company and this adjustment reflects the assumption that the contribution is loaned to the Company and the Company used the cash to repay borrowings under its credit and construction facilities.
(g)	Reflects the Company’s liability under a master lease agreement at The Avenue Viera and the Company’s liability for remaining building costs for the expansions of The Avenue West Cobb, The Avenue Viera, and Viera MarketCenter, which are currently under construction.
(h)	Reflects a participation payment to a third party investor related to The Avenue Peachtree City.
(i)	The Company will be accounting for CP Venture Five on the equity method of accounting and CP Venture Six will be consolidated with the operations of the Company. These adjustments represent the Company’s 11.5% interest in CP Venture Five and PREI’s 11.5% minority interest in CP Venture Six.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2005
(Unaudited, in thousands, except per share amounts)

	Cousins
	Properties
	Incorporated
	Historical (a)			Pro Forma Adjustments				Pro Forma Total
REVENUES:
Rental property revenues	$	100,602		$	(23,500	)	(b)	$	77,102
Fee income		20,082			705		(f)		20,787
Multi-family residential unit sales		11,233							11,233
Residential lot and outparcel sales		21,933							21,933
Interest and other		1,886							1,886
		155,736			(22,795	)			132,941
COSTS AND EXPENSES:
Rental property operating expenses		40,005			(6,312	)	(b)		33,693
General and administrative expenses		40,703							40,703
Depreciation and amortization		36,518			(7,620	)	(b)		28,898
Multi-family residential unit cost of sales		9,405							9,405
Residential lot and outparcel cost of sales		16,404							16,404
Interest expense		9,094			(3,153	)	(b)		4,072
					(3,117	)	(c)
					1,248		(d)
Other		1,322			(16	)	(b)		1,306
		153,451			(18,970	)			134,481
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE TAXES AND INCOME FROM UNCONSOLIDATED JOINT VENTURES		2,285			(3,825	)			(1,540	)
PROVISION FOR INCOME TAXES FROM OPERATIONS		(7,756	)						(7,756	)
INCOME FROM UNCONSOLIDATED JOINT VENTURES		40,955			736		(e)		41,691
MINORITY INTEREST IN INCOME OF CONSOLIDATED SUBSIDIARIES		(3,037	)		(2,242	)	(g)		(5,279	)
INCOME FROM CONTINUING OPERATIONS BEFORE GAIN ON SALE OF INVESTMENT PROPERTIES		32,447			(5,331	)			27,116
GAIN ON SALE OF INVESTMENT PROPERTIES, NET OF APPLICABLE INCOME TAX PROVISION		15,733							15,733
INCOME FROM CONTINUING OPERATIONS	$	48,180		$	(5,331	)		$	42,849
DIVIDENDS TO PREFERRED STOCKHOLDERS		(15,250	)						(15,250	)
INCOME FROM CONTINUING OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS	$	32,930		$	(5,331	)		$	27,599
PER SHARE INFORMATION AVAILABLE TO COMMON STOCKHOLDERS — BASIC:
Income from continuing operations	$	0.66						$	0.55
PER SHARE INFORMATION AVAILABLE TO COMMON STOCKHOLDERS — DILUTED:
Income from continuing operations	$	0.64						$	0.53
CASH DIVIDENDS DECLARED PER COMMON SHARE	$	1.48						$	1.48
WEIGHTED AVERAGE SHARES		49,989							49,989
DILUTED WEIGHTED AVERAGE SHARES		51,747							51,747

NOTES TO PRO FORMA STATEMENT OF INCOME:
(a)	Historical financial information is derived from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005.
(b)	Reflects the elimination of revenues and expenses (including interest on a property specific mortgage) for the contributed properties for the year ended December 31, 2005.
(c)	Reflects the elimination of interest expense on the Company’s credit facility for the year ended December 31, 2005, assuming the contribution of cash from PREI was loaned to the Company.
(d)	Reflects the reversal of interest capitalized on projects under construction contributed to the Venture for the year ended December 31, 2005.
(e)	The Company intends to account for its investment in CP Venture Five under the equity method of accounting. This adjustment reflects the Company’s 11.5% share in CP Venture Five for the year ended December 31, 2005.
(f)	Reflects a 3% management fee on gross revenues for the Company’s management of the properties under the management agreement with CP Venture Five.
(g)	The Company intends to consolidate its investment in and the operations of CP Venture Six. This adjustment reflects a 6.5% cumulative preferred return to PREI on its 11.5% interest in CP Venture Six.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2006
(Unaudited, in thousands, except per share amounts)

	Cousins Properties
	Incorporated
	Historical (a)			Pro Forma Adjustments				Pro Forma Total
REVENUES:
Rental property revenues	$	28,444			(6,520	)	(b)	$	21,924
Fee income		4,737			196		(f)		4,933
Multi-family residential unit sales		6,579							6,579
Residential lot and outparcel sales		4,505							4,505
Interest and other		2,683							2,683
		46,948			(6,324	)			40,624
COSTS AND EXPENSES:
Rental property operating expenses		11,028			(1,671	)	(b)		9,357
General and administrative expenses		9,932							9,932
Depreciation and amortization		10,823			(2,026	)	(b)		8,797
Multi-family residential unit cost of sales		5,358							5,358
Residential lot and outparcel cost of sales		3,203							3,203
Interest expense		3,613			(783	)	(b)		235
					(2,777	)	(c)
					182		(d)
Other		454							454
		44,411			(7,075	)			37,336
INCOME FROM CONTINUING OPERATIONS BEFORE TAXES AND INCOME FROM UNCONSOLIDATED JOINT VENTURES		2,537			751				3,288
PROVISION FOR INCOME TAXES FROM OPERATIONS		(2,370	)		—				(2,370	)
INCOME FROM UNCONSOLIDATED JOINT VENTURES		12,123			225		(e)		12,348
MINORITY INTEREST IN INCOME OF CONSOLIDATED SUBSIDIARIES		(1,078	)		86		(b)		(1,553	)
					(561	)	(g)
INCOME FROM CONTINUING OPERATIONS BEFORE GAIN ON SALE OF INVESTMENT PROPERTIES		11,212			501				11,713
GAIN ON SALE OF INVESTMENT PROPERTIES, NET OF APPLICABLE INCOME TAX PROVISION		805							805
INCOME FROM CONTINUING OPERATIONS	$	12,017		$	501			$	12,518
DIVIDENDS TO PREFERRED STOCKHOLDERS		(3,813	)						(3,813	)
INCOME FROM CONTINUING OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS	$	8,204		$	501			$	8,705
PER SHARE INFORMATION AVAILABLE TO COMMON STOCKHOLDERS — BASIC:
Income from continuing operations	$	0.17						$	0.17
PER SHARE INFORMATION AVAILABLE TO COMMON STOCKHOLDERS — DILUTED:
Income from continuing operations	$	0.16						$	0.17
CASH DIVIDENDS DECLARED PER COMMON SHARE	$	0.37						$	0.37
WEIGHTED AVERAGE SHARES		50,289							50,289
DILUTED WEIGHTED AVERAGE SHARES		52,002							52,002

NOTES TO PRO FORMA STATEMENT OF INCOME:
(a)	Historical financial information is derived from the Registrant’s quarterly report on Form 10-Q for the quarter ended March 31, 2006.
(b)	Reflects the elimination of revenues and expenses (including interest on a property specific mortgage) for the contributed properties for the quarter ended March 3l, 2006.
(c)	Reflects the elimination of interest expense on the Company’s credit facility for the quarter ended March 31, 2006, assuming the contribution of cash from PREI was loaned to the Company.
(d)	Reflects the reversal of interest capitalized on projects under construction contributed to the Venture for the quarter ended March 31, 2006.
(e)	The Company intends to account for its investment in CP Venture Five under the equity method of accounting. This adjustment reflects the Company’s 11.5% share in CP Venture Five for the quarter ended March 31, 2006.
(f)	Reflects a 3% management fee on gross revenues for the Company's management of the properties under the management agreement with CP Venture Five.
(g)	The Company intends to consolidate its investment in and the operations of CP Venture Six. This adjustment reflects a 6.5% cumulative preferred return to PREI on its 11.5% interest in CP Venture Six.