-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DhW9UA62XWIlDwzsRA3idoow7uMghFjfNi01az8uoeLeGgH43vRn5JwvEEUy2E3a mzBjUePnDol4SgCm8QdNWg== 0000950144-06-007973.txt : 20060815 0000950144-06-007973.hdr.sgml : 20060815 20060815161501 ACCESSION NUMBER: 0000950144-06-007973 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060811 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement FILED AS OF DATE: 20060815 DATE AS OF CHANGE: 20060815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COUSINS PROPERTIES INC CENTRAL INDEX KEY: 0000025232 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 580869052 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11312 FILM NUMBER: 061035516 BUSINESS ADDRESS: STREET 1: 2500 WINDY RIDGE PKWY STE 1600 CITY: ATLANTA STATE: GA ZIP: 30339-5683 BUSINESS PHONE: 7709552200 MAIL ADDRESS: STREET 1: 2500 WINDY RIDGE PARKWAY STREET 2: SUITE 1600 CITY: ATLANTA STATE: GA ZIP: 30339-5683 8-K 1 g03031e8vk.htm COUSINS PROPERTIES INCORPORATED COUSINS PROPERTIES INCORPORATED
 

 
 
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): August 11, 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 1.01. Entry into a Material Definitive Agreement.
Item 1.02. Termination of a Material Definitive Agreement.
     On July 17, 2006, CSC Associates, L.P., a partnership in which each of Cousins Properties Incorporated (the “Company”) and Bank of America Corporation has a 50% ownership interest, entered into a Purchase and Sale Agreement (the “Agreement”) with BentleyForbes Acquisitions, LLC (the “Purchaser”) to sell Bank of America Plaza. The Company filed a Current Report on Form 8-K on July 21, 2006 disclosing the Agreement and a Current Report on Form 8-K on August 8, 2006 disclosing an amendment to the Agreement.
     On August 11, 2006, the Agreement was terminated by the Purchaser in accordance with the terms of the Agreement. The parties then entered into a Reinstatement and Second Amendment to the Agreement (the “Reinstatement Agreement”), effective August 11, 2006. The Reinstatement Agreement is on the same terms and conditions as the Agreement, except that the closing date was extended to September 28, 2006, and a holdback agreement was entered into, wherein $1.7 million of proceeds will be held in escrow and will be disbursed to the Company or to the Purchaser, depending on the achievement of certain financial objectives as prescribed in the Reinstatement Agreement.
     There can be no assurance that the conditions of the Reinstatement Agreement will be satisfied and the sale closed.
     Certain matters discussed in this report are forward-looking statements within the meaning of the federal securities laws and are subject to uncertainties and risks, including, but not limited to, statements regarding the entry into a Purchase and Sale Agreement and amendments thereto, the satisfaction of certain conditions to the agreement and amendments, the expected closing date of such transaction and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission, including the Company’s Report on Form 10-K for the year ended December 31, 2005. The words “believes,” “expects,” “anticipates,” “estimates,” “would” and similar expressions are intended to identify forward-looking statements. Although the Company believes that its plans, intentions and expectations reflected in any forward-looking statement are reasonable, the Company can give no assurance that these plans, intentions or expectations will be achieved. Such forward-looking statements are based on current expectations and speak as of the date of such statements. The Company 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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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: August 15, 2006
         
  COUSINS PROPERTIES INCORPORATED
 		  
  By:   /s/ Robert M. Jackson    
    Robert M. Jackson   
    Senior Vice President, General Counsel and Corporate Secretary   
 

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