-----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, QI+7hIT5JKDneCBgWoQCozGwBNaaXhg+dg32Smm1Cht3fPeNmC5wWukHGLCVMhDJ hhPctMK65UtWLI4XxeT+8g== 0001231792-04-000001.txt : 20040213 0001231792-04-000001.hdr.sgml : 20040213 20040213152305 ACCESSION NUMBER: 0001231792-04-000001 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040213 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GIORNELLI LILLIAN C CENTRAL INDEX KEY: 0001231792 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11312 FILM NUMBER: 04598454 MAIL ADDRESS: STREET 1: 2500 WINDY RIDGE PARKWAY SUITE 1600 CITY: ATLANTA STATE: GA ZIP: 30339 5 1 primary_doc.xml PRIMARY DOCUMENT X0201 5 2003-12-31 0 0 0 0000025232 COUSINS PROPERTIES INC CUZ 0001231792 GIORNELLI LILLIAN C 2500 WINDY RIDGE PARKWAY SUITE 1600 ATLANTA GA 30339 1 0 0 0 Common Stock 303174 D Common Stock 2003-12-22 5 G 0 2872 0 A 38990 I See Footnote Common Stock 2807 I See Footnote Options-(rights to buy) with tandem tax withholding rights Common Stock 32220 D Shares held as trustee in trusts for the benefit of the reporting person's minor children. Shares held as trustee under the will of Lillian W. Cousins for the benefit of Charlotte Wyckliffe Cousins. These shares were granted under various Cousins Properties Incorporated Stock Option Plans between May 4, 1999 and March 31, 2003 at exercisable prices between $21.6069 and $24.2525 per share and will expire between May 4, 2009 and March 31, 2013. All options become exercisable immediately on the grant date. The Plan under which these options were granted complies with Rule 16b-3 and provides for tax withholding. On September 16, 2003, the number of options beneficially owned and the corresponding exercise prices were adjusted due to the payment of a special dividend. The number of options increased by approximately 7.4% and the exercise price decreased by approximately 6.9%. /s/ James A. Fleming, by Power of Attorney for Lillian C. Giornelli 2004-02-13 EX-24 3 giornellipoa.txt POWER OF ATTORNEY POWER OF ATTORNEY Know all by these present, that the undersigned hereby constitutes and appoints each of James A. Fleming, Kristin R. Myers, and Tom G. Charlesworth, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Cousins Properties Incorporated (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to his Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 29th day of January, 2004. /s/ Lillian C. Giornelli Signature Lillian C. Giornelli Print Name -----END PRIVACY-ENHANCED MESSAGE-----