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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000025232-01-000002.txt : 20010312
<SEC-HEADER>0000025232-01-000002.hdr.sgml : 20010312
ACCESSION NUMBER:		0000025232-01-000002
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010309
ITEM INFORMATION:		
FILED AS OF DATE:		20010309

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:		
		SEC FILE NUMBER:	000-03576
		FILM NUMBER:		1565207

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>


                       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 9, 2001
                                                  --------------


                         Cousins Properties Incorporated

             (Exact name of registrant as specified in its charter)


                                     Georgia

                 (State or other jurisdiction of incorporation)


                                     2-20111

                            (Commission File Number)

                                    58-086952

                      (IRS Employer Identification Number)

                2500 Windy Ridge Parkway, Atlanta, Georgia 30339

                    (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)


<PAGE>


Item 5.  Other Events.
         Cousins Properties Incorporated ("Cousins") and its representatives may
make oral or written forward-looking  statements (as such term is defined in the
Private  Securities  Litigation Reform Act of 1995 (the "Reform Act")) from time
to  time.   These   statements   are  identified  by  words  such  as  "expect",
"anticipate",  "should",  and words of similar import. Cousins desires to invoke
to the  fullest  extent  possible  the  protections  of the  Reform  Act and the
judicially  created "bespeaks caution" doctrine with respect to such statements.
Accordingly,  Cousins is filing this Form 8-K which sets forth  certain  factors
that in some cases may have affected,  and in the future could affect,  Cousins'
actual operating  results and could cause such results to differ materially from
those  in  such  forward-looking   statements.  This  list  is  not  necessarily
exhaustive, and numerous factors emerge periodically.  There can be no assurance
that this  disclosure  lists all material risks to Cousins at any specific point
in time.  Many of the important  factors  discussed below have been disclosed in
Cousins' previous filings with the Securities and Exchange  Commission.  Cousins
assumes no  obligation to update any forward  looking  statements as a result of
new information, subsequent events or other circumstances.

         The term "Company"  includes,  unless the context  otherwise  requires,
Cousins, Cousins Real Estate Corporation and its subsidiaries ("CREC"), CREC II,
Inc. and its subsidiaries  ("CREC II") and direct  subsidiaries of Cousins.  The
various risks outlined below also apply to joint  ventures and  partnerships  in
which the Company has interests.

I.   Company Strategy

     Cousins is a real estate  investment  trust. It and other component members
     of the Company focus on the  development of commercial real estate with the
     goal of creating value and returns over extended  periods of time that are,
     in  general,  superior  to returns of real  estate  investment  trusts that
     simply acquire completed properties.  Other key elements of the strategy of
     the Company are as follows:

     -   The Company is  diversified  by real estate product type and geographic
         market,  pursuing the best  opportunities  presented at any given time.
         Current   product  types  that  the  Company  is  involved  in  include
         commercial  office buildings,  retail shopping centers,  medical office
         buildings and residential subdivision developments.

     -   The  Company  seeks  to limit  its  overall  size in  terms  of  market
         capitalization. This allows it to achieve stronger rates of growth from
         development  than  would be  possible  with a larger  asset  base.  The
         process of limiting growth through property sales,  debt financings and
         financing joint ventures also tends to provide recycled capital for use
         in future  development  activity,  limiting  the need to access  equity
         markets.

     - The Company provides financing for its activities through the following:

         -    A variable rate line of credit which is used  primarily to finance
              the construction of new properties.

         -  Permanent   mortgage  debt  placed  on  completed   and   stabilized
         properties.  - Property sales of stabilized properties. - Entering into
         financing joint ventures.

         -  Construction  financing,  although  this is  used  to a much  lesser
extent.

     -   The Company uses joint ventures where there are strategic advantages to
         doing so. These  strategic  advantages  may include  partnering  with a
         major  tenant or  partnering  with the owner of the land upon which the
         project is to be built.

     The Company regards itself as entrepreneurial.  The Company will modify its
     strategy significantly from time to time and without advance public notice.

II.  Risk Factors.
     ------------
     Set forth below are the risks we believe you should  consider  carefully in
     evaluating an investment in the Company's securities.

     Development

     The Company generally  undertakes more commercial  development activity for
     its size than  other  real  estate  investment  trusts.  Development  is an
     inherently  risky  activity.  Although the Company seeks to minimize  risks
     from  commercial   development  through  various  management  controls  and
     procedures, development risks cannot be eliminated. Some of the key factors
     affecting development of commercial property are as follows:

         -    The availability of sufficient development opportunities.  Absence
              of   sufficient   opportunities   could   result  in  the  Company
              experiencing  slower growth in value creation and slower growth in
              earnings  and  funds  from   operations  per  share.   Development
              opportunities  are dependent upon a wide variety of factors.  From
              time to time, availability of these opportunities can be extremely
              volatile  as  a  result  of  such  factors,   including   economic
              conditions  and  product   supply/demand   characteristics   in  a
              particular market.

         -    Predevelopment cost write-offs. The development process inherently
              requires that a large number of opportunities be pursued with only
              a few being  developed and  constructed.  There can be significant
              costs incurred for  predevelopment  activity for projects that are
              abandoned.  The Company has  procedures and controls in place that
              are  intended to minimize  this risk,  but it is likely that there
              will be  predevelopment  cost write-offs on an ongoing basis.  The
              Company views these as an ordinary cost of business that has to be
              managed.

         -    Project costs.  Construction  and leasing of a project  involves a
              variety of costs that cannot always be identified at the beginning
              of a  project.  On  occasion,  costs will arise that have not been
              anticipated  or actual costs will exceed  estimated  costs.  These
              additional costs can be significant and could adversely impact the
              return  on a project  and the  amount  of value  created  from the
              development effort on the project.

         -    Leasing risk.  The success of a  development  project is dependent
              upon  entering  into  leases  with  acceptable  terms  within  the
              predefined  lease-up  period.  Although the Company's policy is to
              achieve  preleasing goals (which vary by market,  product type and
              special  situations) before committing to a project,  it is likely
              that not all the  space in a  project  is  leased  at the time the
              Company  commits  to the  project.  If such space is not leased on
              schedule and upon the expected terms and  conditions,  the yields,
              returns  and value  creation  on the  project  could be  adversely
              impacted.  Whether or not tenants are willing to enter into leases
              on the terms and  conditions  acceptable to the Company and on the
              timetable expected by the Company will depend upon a large variety
              of factors,  many of which are outside the control of the Company.
              Such  factors  may  include  general  business  conditions  in the
              economy or in the  tenants' or  prospective  tenants'  industries,
              supply and demand  conditions for space in the marketplace,  level
              of competition in the marketplace and the like.

         -    Governmental approvals. All necessary zoning, land-use,  building,
              occupancy   and   other   required    governmental   permits   and
              authorization  may not be  obtained  or may not be  obtained  on a
              timely basis resulting in possible delays, decreased profitability
              and increased management time and attention.

     Financing

     The Company  finances  its projects  primarily  through its line of credit,
     permanent  mortgages  and  proceeds  from the sale of assets and  financing
     joint ventures.  Each of these sources may be constrained from time to time
     because of market conditions,  and interest rates may be unfavorable at any
     given point in time.  Further  comments  on risk  factors  with  respect to
     financing are as follows:

     -   Line of credit.  Terms and conditions  available in the marketplace for
         lines of credit  vary over  time.  There can be no  assurance  that the
         amount the Company needs pursuant to a line of credit will be available
         at any given time, or at all, or that the rates and fees charged by the
         lender will be acceptable to the Company.  The Company's line of credit
         charges interest at a variable rate.  Variable rate debt creates higher
         debt service  requirements  if market  interest rates  increase,  which
         would adversely affect the Company's cash flow.

     -   Mortgage  financing.  The  availability  of  financing  in the mortgage
         markets  varies  from time to time  depending  on  various  conditions,
         including  the  willingness  of  mortgage  lenders  and life  insurance
         companies to lend at any given point in time.  Interest  rates may also
         be volatile  and the Company may from time to time elect to not proceed
         with mortgage  financing due to unfavorable  interest rates. This could
         adversely affect the Company's ability to finance its developments.  In
         addition,  if a property is mortgaged to secure payment of indebtedness
         and the Company is unable to make the mortgage payments, the lender may
         foreclose, resulting in loss of income and asset value for the Company.

     -   Property sales.  Real estate markets tend to experience  market cycles.
         Because of such cycles the  potential  terms and  conditions  of sales,
         including prices, may be unfavorable for extended periods of time. This
         could  impair the  ability  of the  Company  to raise  capital  through
         property sales in order to fund its development  projects or other cash
         needs.

     -   Financing joint  ventures.  Financing joint ventures tend to be complex
         arrangements, and there are only a limited number of parties willing to
         undertake such  investment  structures.  There is no guarantee that the
         Company  will be able to undertake  financing  ventures at the times it
         needs capital.

     Although the Company believes that in most economic and market environments
     it will be able to obtain  necessary  capital for its  operations  from the
     foregoing financing activities,  no assurances can be made that the capital
     it desires will be available.  The Company has in the past obtained  equity
     through the capital markets and may do so in the future, although it has no
     plans to do so as of the time of the filing of this Form 8-K. If  necessary
     capital is not obtained when needed, the Company may not be able to develop
     and  construct  all the projects  available  to it, and such failure  could
     result  in a  reduction  in value  creation  by the  Company,  as well as a
     reduction in the future  earnings and funds from  operations  per share and
     the growth rate of future  earnings  and funds from  operations  per share.
     Lack of financing  could also result in an inability to repay maturing debt
     which could result in defaults and,  potentially,  loss of  properties,  as
     well as an inability to make  distributions  to  shareholders.  Unfavorable
     interest rates could  adversely  impact both the cost of projects  (through
     capitalized interest) and current earnings and funds from operations.

     Property Operation and Ownership

     The ownership of commercial real estate involves a number of risks, some of
which are identified below:

     -   General. The Company's assets may not generate income sufficient to pay
         its expenses,  service its debt and maintain its properties,  and, as a
         result,  it may not be able to make  distributions to its stockholders.
         Several factors may adversely affect the economic performance and value
         of the Company's properties.  These factors include among other things,
         changes in the national,  regional and local  economic  climate,  local
         conditions such as an oversupply of properties or a reduction in demand
         for  properties,  the  attractiveness  of the  Company's  properties to
         tenants, competition from other available properties, changes in market
         rental rates and the need to  periodically  repair,  renovate and relet
         space. The Company's performance also depends on its ability to collect
         rent from tenants and to pay for adequate  maintenance,  insurance  and
         other  operating  costs  (including  real  estate  taxes),  which could
         increase  over time.  Also,  the  expenses  of owning and  operating  a
         property are not necessarily  reduced when circumstances such as market
         factors and competition  cause a reduction in income from the property.
         If a  property  is  mortgaged  and the  Company  is  unable to meet the
         mortgage payments,  the lender could foreclose on the mortgage and take
         the property.  In addition,  interest rate levels,  the availability of
         financing,  changes  in laws and  governmental  regulations  (including
         those  governing  usage,  zoning and taxes) and  financial  distress or
         bankruptcies  of tenants may adversely  affect the Company's  financial
         condition.

     -   Leasing  risk.  Operating  revenues are  dependent  upon  entering into
         leases with and collecting rents from tenants.  National,  regional and
         local economic  conditions  may adversely  impact tenants and potential
         tenants in the various  marketplaces in which projects are located, and
         accordingly,  could affect  their  ability to continue to pay rents and
         possibly to occupy their space. Tenants do experience  bankruptcies and
         pursuant to the various  bankruptcy  laws,  leases may be rejected  and
         thereby terminated.  When leases expire, replacement tenants may or may
         not be available upon acceptable terms and conditions. As a result, the
         Company's distributable cash flow and its ability to make distributions
         to its stockholders would be adversely affected if a significant number
         of its  tenants  fail to pay  their  rent due to  bankruptcy,  weakened
         financial condition or otherwise.

     -   Uninsured  losses and  condemnation  losses.  Casualties may occur that
         significantly  damage an operating  property and insurance proceeds may
         be materially less than the total losses from such casualties. Although
         the Company maintains casualty insurance, which policies it believes to
         be adequate and  appropriate,  some types of losses,  such as lease and
         other  contract  claims  generally  are not insured.  Certain  types of
         insurance  may not be available or may be available on terms that could
         result  in  large  uninsured  losses.  The  Company  owns  property  in
         California and other locations where property is subject to damage from
         earthquake,  as well as  other  natural  catastrophes.  The  earthquake
         insurance  market,  in  particular,   tends  to  be  volatile  and  the
         availability  and pricing of insurance to cover losses from earthquakes
         may be unfavorable from time to time. In addition,  deductibles tend to
         be large and  earthquakes  could result in a  significant  loss that is
         uninsured due to the high level of  deductibles  or damage in excess of
         levels  of  coverage.   Property   ownership  also  involves  potential
         liability  to third  parties  for such  matters  as  personal  injuries
         occurring on the  property.  Such losses may not be fully  insured.  In
         addition to uninsured  losses,  various  governmental  authorities  may
         condemn all or parts of operating properties.  Such condemnations could
         adversely affect the viability of such projects.

     -   Environmental  problems  and costs.  Federal,  state and local laws and
         regulations relating to the protection of the environment may require a
         current or previous owner or operator of real estate to investigate and
         clean up hazardous or toxic substance or petroleum  product releases at
         such  property.  The owner or operator  may have to pay a  governmental
         entity or third parties for property damage and for  investigation  and
         clean-up  costs  incurred  by  such  parties  in  connection  with  the
         contamination.  Such laws typically impose clean-up  responsibility and
         liability  without  regard to whether the owner or operator  knew of or
         caused the presence of the  contaminants.  Even if more than one person
         may have been responsible for the contamination, each person covered by
         the environmental  laws may be held responsible for all of the clean-up
         costs  incurred.  In  addition,  third  parties  may sue the  owner  or
         operator of a site for damages and costs  resulting from  environmental
         contamination emanating from that site.

         The Company currently is not aware of any environmental  liabilities at
         its locations that it believes would have a material  adverse effect on
         its business,  assets,  financial  condition or results of  operations.
         Unidentified  environmental liabilities could arise, however, and could
         have an  adverse  effect  on the  Company's  financial  conditions  and
         performance.

     -   Joint  venture  and  partnership   structure  risks.  The  Company  has
         interests in a number of joint ventures and partnerships and may in the
         future conduct its business  through joint  ventures and  partnerships.
         Such structures involve  participation by other parties whose interests
         and rights may not be the same as the Company's. For example, a partner
         or co-investor  might have economic and/or other business  interests or
         goals which are unlike or incompatible with business interests or goals
         of the Company and those partners or co-investors  may be in a position
         to take action  contrary to the interests of the Company.  In addition,
         such partners or co-investors  may become bankrupt and such proceedings
         could have an adverse  impact on the  operation of the  partnership  or
         joint venture.  The rights of partners and co-investors could adversely
         impact both the operation and  ownership of the  underlying  properties
         and the disposition of such underlying properties.

     -   Regional concentration of properties. At the time of the filing of this
         Form 8-K, a large percentage of the Company's properties are located in
         Atlanta, Georgia. In the future there may be significant concentrations
         in Atlanta  and/or  other  markets.  If there is  deterioration  in any
         market in which the Company has  significant  holdings,  the  Company's
         interests could be adversely affected,  including,  without limitation,
         loss in  value  of  properties,  decreased  cash  flows  and  decreased
         abilities  to  make  or  maintain   distributions   to  the   Company's
         stockholders.

     Land Division

     The Company's land division develops residential subdivisions, primarily in
     metropolitan  Atlanta,  Georgia.  This  division  also  from  time  to time
     supervises  sales  of  unimproved  properties  owned or  controlled  by the
     Company.  Residential  lot and home  sales can be highly  cyclical.  Once a
     development is undertaken, no assurances can be given that the Company will
     be able to sell the various  developed lots in a timely manner.  Failure to
     sell such lots in a timely manner could result in  significantly  increased
     carrying  costs and erosion or  elimination  of profit with  respect to any
     development.  In addition,  actual  construction and development costs with
     respect to subdivisions can exceed estimates for various reasons, including
     unknown site  conditions.  Subdivision  lot sales and  unimproved  property
     sales  generally  arise  and close  fairly  quickly  and are,  accordingly,
     difficult to predict with any  precision.  Any  estimates of such sales may
     differ substantially from the actual results of such sales.

     Third Party Fee Business

     The  Company  engages  in  third  party  development,   leasing,   property
     management,  asset  management  and property  services.  These are services
     rendered to  unrelated  third party  property  owners.  Contracts  for such
     services are generally  short-term in nature and permit termination without
     extensive notice. Fees from such activity can be volatile due to unexpected
     terminations  of  such  contracts.  The  timing  of the  generation  of new
     contracts  for services is very  difficult  to predict.  As a result of the
     foregoing,  any estimates of revenues from such  businesses may prove to be
     materially different from actual results.

     Viability of New Opportunities

     The Company regards itself as  entrepreneurial in nature. The Company seeks
     opportunities in various sectors of real estate and in various geographical
     areas and from time to time the Company  undertakes such new opportunities,
     including new lines of business. Not all opportunities or lines of business
     prove to be profitable.  The Company expects from time to time that some of
     its business  ventures may have to be  terminated  because they do not meet
     expectations.  Estimates  and  expectations  with  respect  to new lines of
     business and opportunities may differ substantially from actual results.

     Key Personnel

     One of the  Company's  objectives  is to  develop  and  maintain  a  strong
     management  group at all  levels  of the  Company.  At any  given  time the
     Company could lose the services of key executives and other employees.  The
     loss of such  services  could have an adverse  impact upon the  operations,
     financial results and management of the Company.

     Stock Ownership Limitation

     The Articles of  Incorporation  of the Company  impose  limitations  on the
     ownership  of the stock of the  Company.  In  general,  except for  certain
     individuals  who owned stock at the time of adoption of these  limitations,
     no shareholder  may own more than 3.9% of the Company's  common stock.  The
     specific  parameters of this  limitation are contained in Article 11 of the
     Articles of Incorporation.  The ownership limitation may have the effect of
     delaying,  inhibiting or  preventing a  transaction  or a change in control
     that might involve a premium price for the common shares or otherwise be in
     the best interest of the stockholders.

     Income Tax Matters

     Cousins  intends  to  operate  in a  manner  to  qualify  as a real  estate
     investment  trust  ("REIT") for federal  income tax purposes.  However,  no
     assurance can be given that it will qualify or remain  qualified as a REIT.
     Qualification  as a REIT involves the  application of highly  technical and
     complex  provisions  of the Internal  Revenue Code ("Code") for which there
     are only limited judicial or administrative interpretations.  Certain facts
     and  circumstances not entirely within the Company's control may affect its
     ability to qualify as a REIT.  In addition,  no assurance can be given that
     legislation,  new  regulations,  administrative  interpretations  or  court
     decisions  will not adversely  affect its  qualifications  as a REIT or the
     federal income tax consequences.

     If Cousins  were to fail to  qualify  as a REIT,  it would not be allowed a
     deduction  for  distributions  to  shareholders  in  computing  its taxable
     income.  In this case, it would be subject to federal income tax (including
     any  applicable  alternative  minimum tax) on its taxable income at regular
     corporate  rates.  Unless entitled to relief under certain Code provisions,
     it also would be disqualified from treatment as a REIT for the four taxable
     years following the year during which  qualification was lost. As a result,
     the cash available for  distribution to  shareholders  would be reduced for
     each of the years involved.  Although Cousins  currently intends to operate
     in a manner  designed  to  qualify  as a REIT it is  possible  that  future
     economic, market, legal, tax or other considerations may cause the Board of
     Directors to revoke the REIT election.

     In order to qualify as a REIT, Cousins generally will be required each year
     to distribute to its  shareholders  at least 90% of its net taxable  income
     (excluding  any  net  capital  gain).  Cousins  will  be  subject  to  a 4%
     nondeductible excise tax on the amount, if distributions paid are less than
     the sum of one of the following scenarios during a calendar year:

     -   85% of its ordinary income,
     - 95% of its  capital  gain  net  income  for that  year,  or - 100% of its
     undistributed taxable income from prior years.

     Cousins intends to make  distributions  to its  shareholders to comply with
     the 90% distribution requirement and to avoid the nondeductible excise tax.
     Differences  in  timing  between  taxable  income  and cash  available  for
     distribution could require Cousins to borrow funds on a short-term basis to
     meet the 90% distribution requirement and to avoid the nondeductible excise
     tax.  Satisfying  the  distribution  requirements  may  also  make  it more
     difficult to fund new development projects.


<PAGE>


                                   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:  March 9, 2001



                                    COUSINS PROPERTIES INCORPORATED



                                    By:
                                       ------------------------------------
                                       Tom G. Charlesworth
                                       Executive Vice President and
                                       Chief Investment Officer



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