<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2 TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
COMMISSION FILE NUMBER: 0-8498
HAVERTY FURNITURE COMPANIES, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 58-0281900
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
866 WEST PEACHTREE STREET, N.W., ATLANTA, GEORGIA 30308
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 881-1911
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK ($1.00 PAR VALUE), CLASS A COMMON STOCK ($1.00 PAR VALUE)
(Title of class)
<PAGE> 2
The undersigned Registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
year ending December 31, 1996, as set forth below:
Part IV, Item 14(a)(3).
Exhibits.
Exhibit 99. The information required by Form 11-K with respect
to the Haverty Furniture Companies, Inc. Thrift Plan (the
"Plan"), which exhibit is filed as part of the
above-referenced Form 10-K in lieu of a separate filing of an
annual report on Form 11-K for the Plan for the fiscal year
ended December 31, 1996, in accordance with Rule 15d-21.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
HAVERTY FURNITURE COMPANIES, INC.
By: /s/ Dennis L. Fink
------------------------------
Dennis L. Fink
Executive Vice President and
Chief Financial Officer
(principal financial officer)
Date: June 27, 1997
<PAGE> 1
EXHIBIT 99
Information required by Form 11-K with respect to the Haverty
Furniture Companies, Inc. Thrift Plan For the Fiscal Year
Ended December 31, 1996
(a) The following financial statements are furnished for
the above-referenced Plan:
Report of Independent Auditors;
Statements of Net Assets Available for Benefits
December 31, 1996 and 1995; Statements of
Changes in Net Assets Available for Benefits
for the Years Ended December 31,
1996 and 1995;
Notes to Financial Statements;
Schedule I -- Line 27a - Schedule of Assets
Held for Investment Purposes; and Schedule
II -- Line 27d - Schedule of Reportable
Transactions;
(b) Exhibits:
Consent of Independent Auditors
<PAGE> 2
Audited Financial Statements
and Supplemental Schedules
Haverty Furniture Companies, Inc.
Thrift Plan
Years ended December 31, 1996 and 1995
with Report of Independent Auditors
<PAGE> 3
Haverty Furniture Companies, Inc.
Thrift Plan
Audited Financial Statements
and Supplemental Schedules
Years ended December 31, 1996 and 1995
CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors............................................1
Audited Financial Statements
Statements of Net Assets Available for Benefits...........................2
Statements of Changes in Net Assets Available for Benefits................3
Notes to Financial Statements.............................................4
Supplemental Schedules
Line 27a - Schedule of Assets Held for Investment Purposes...............10
Line 27d - Schedule of Reportable Transactions...........................11
</TABLE>
<PAGE> 4
[ERNST & YOUNG LLP LETTERHEAD]
Report of Independent Auditors
Employee Benefits Committee of
Haverty Furniture Companies, Inc.
We have audited the accompanying statements of net assets available for benefits
of the Haverty Furniture Companies, Inc. Thrift Plan as of December 31, 1996 and
1995, and the related statements of changes in net assets available for benefits
for the years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1996 and 1995, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of Assets
Held for Investment Purposes as of December 31, 1996, and Reportable
Transactions for the year then ended, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the financial statements. The supplemental schedules have
been subjected to the auditing procedures applied in our audit of the 1996
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the 1996 financial statements taken as a whole.
/S/ ERNST & YOUNG LLP
---------------------
June 12, 1997
1
<PAGE> 5
Haverty Furniture Companies, Inc.
Thrift Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1996 1995
-------------------------------
<S> <C> <C>
ASSETS
Cash $ 67,679 $ 49,179
Dividends and interest receivable 235 391
Contributions receivable 276,680 294,003
Investments, at fair value:
Short term investment 25,298 20,258
Commingled trust investment funds 23,316,113 19,438,675
Common stock 2,072,855 2,290,763
------------------------------
25,414,266 21,749,696
------------------------------
Net assets available for benefits $25,758,860 $22,093,269
===============================
</TABLE>
See accompanying notes.
2
<PAGE> 6
Haverty Furniture Companies, Inc.
Thrift Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1996 1995
--------------------------
<S> <C> <C>
Additions to net assets attributed to:
Contributions:
Employer $ 808,238 $ 806,073
Participants 3,325,485 3,134,346
--------------------------
4,133,723 3,940,419
Net realized and unrealized
appreciation in fair value
of investments 53,614 3,302,281
Investment income 2,160,760 1,168,319
--------------------------
6,348,097 8,411,019
Deductions from net assets attributed to:
Benefit payments 2,682,506 1,890,855
--------------------------
Net increase 3,665,591 6,520,164
Net assets available for benefits
at beginning of year 22,093,269 15,573,105
--------------------------
Net assets available for benefits at end of year $25,758,860 $22,093,269
==========================
</TABLE>
See accompanying notes.
3
<PAGE> 7
Haverty Furniture Companies, Inc.
Thrift Plan
Notes to Financial Statements
December 31, 1996
1. SIGNIFICANT ACCOUNTING POLICIES
VALUATION OF INVESTMENTS
The Plan's investments are stated at aggregate fair value. Fair value of
investments in SunTrust Bank common trust funds are based on the fair values of
the underlying securities. Securities traded on a national securities exchange
are valued at the last reported sales price on the last business day of the
year. For investments in securities that do not have an established market, the
trustee establishes a fair value for such securities. Purchases and sales of
investments are recorded on a trade-date basis.
USE OF ESTIMATES
The preparation of financial statements in accordance with generally accepted
accounting principles requires the use of estimates by management. Actual
results could vary from such estimates; however, management is not presently
aware of any events which would cause such differences.
WITHDRAWALS
As of December 31, 1996 and 1995, $146,829 and $71,487, respectively, of
withdrawals to be paid to participants is included in net assets available for
benefits.
2. DESCRIPTION OF THE PLAN
The Plan is a "qualified cash or deferred arrangement" plan under Section 401(k)
of the Internal Revenue Code. Such an employee benefit plan is generally known
as a 401(k) plan.
Any employee of Haverty Furniture Companies, Inc. (the Company) who attains 21
years of age, completes three months of eligibility service and who is not a
member of a collective bargaining unit (unless there is a written agreement
providing for this participation) can become a participant in the Plan.
Participation is voluntary and eligible employees may elect to defer up to 16%
of their compensation through payroll deductions, subject to statutory
limitations. The Company matches employee
4
<PAGE> 8
Haverty Furniture Companies, Inc.
Thrift Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
contributions at the rate of 50% for all contributions up to and including 2%,
and 25% for all contributions between 3% and 6% of each participant's annual
compensation. All contributions are remitted to the Plan monthly.
Upon enrollment in the Plan, a participant may direct employer and employee
contributions in 10% increments in any of six investment options. The Money
Market fund invests in U.S. Treasuries and other obligations issued or
guaranteed by the U.S. government or government agencies. The Bond Fund invests
in Treasury and agency obligations issued by the U.S. Government, its agencies
or instrumentalities. The Equity Growth fund and the Equity Income fund invest
primarily in common stocks of large, well-established companies. The Haverty's
Stock fund invests in the common stock of Haverty Furniture Companies, Inc.
purchased in the open market. The Balanced Fund invests in common stocks of
large, well-established companies and fixed income securities.
Earnings of the plan are allocated to participants based on account holdings at
the beginning of the quarter plus one third of contributions made in that
quarter. All administrative expenses are paid by the Plan sponsor.
Participants are immediately vested in their contributions plus actual earnings
thereon. These accounts totaled $20,142,516 and $17,258,335 at December 31, 1996
and 1995, respectively. Vesting in the Company contribution portion of their
accounts plus actual earnings thereon is based on the number of years of service
with the Company, including any years of service when the participant was
eligible and did not participate in the Plan. A participant is 100 percent
vested after five years of credited service.
All amounts credited to a participant's accounts are distributed with no
forfeiture upon termination of employment for the following reasons:
participant's death, total disability, retirement at age 65, or completion of
five or more years of service. Forfeitures of employer contributions are used to
offset employer matching contributions for the same and/or future plan year.
5
<PAGE> 9
Haverty Furniture Companies, Inc.
Thrift Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
Further information about the Plan Agreement is contained in the Summary Plan
Description Your 401(k) Thrift Plan. Copies of this booklet are available at the
Company's Human Resources office.
3. INCOME TAX STATUS
The Internal Revenue Service ruled on June 21, 1996 that the Plan qualifies
under Section 401(a) of the Internal Revenue Code (IRC) and the Trust
established thereunder is exempt from tax under IRC Section 501(a). The plan
administrator is not aware of any course of action or series of events that have
occurred that might adversely affect the Plan's qualified status.
4. TRANSACTIONS WITH PARTIES-IN-INTEREST
At December 31, 1996 and 1995, the Plan held 182,229 and 165,100 shares of
Haverty Furniture Companies, Inc. Common Stock, respectively. The fair value of
this stock at December 31, 1996 and 1995 was $2,072,855 and $2,290,763,
respectively.
During 1996 and 1995, the Plan received $51,912 and $43,169, respectively, in
dividends on Haverty Furniture Companies, Inc. Common Stock.
6
<PAGE> 10
Haverty Furniture Companies, Inc.
Thrift Plan
Notes to Financial Statements (continued)
5. INVESTMENTS
The Plan's assets are held by a bank-administered trust fund.
Net realized and unrealized appreciation (depreciation) for 1996 and 1995 are as
follows:
<TABLE>
<CAPTION>
1996 1995
----------------------
<S> <C> <C>
Fair value as determined by quoted market price:
Common stock $(417,172) $ 322,559
Commingled trust investment funds 470,786 2,979,722
----------------------
$ 53,614 $3,302,281
======================
</TABLE>
The fair value of individual investments that represent 5% or more of the Plan's
net assets are as follows:
<TABLE>
<CAPTION>
DECEMBER 31
1996 1995
-----------------------
<S> <C> <C>
Federated Short-Term U.S. Government Trust $1,229,633 $1,188,744
Federated U.S. Government Securities Fund: 2-5 years 749,215 1,104,207
Dodge & Cox Balanced Fund 9,716,958 8,135,262
Fidelity Magellan Fund 9,281,009 8,420,857
Haverty Furniture Companies, Inc. Common Stock 2,072,855 2,290,763
Lord Abbett Affiliated Fund Class A 2,339,298 -
</TABLE>
6. INVESTMENT FUND ACTIVITY
The activity in the Plan's funds (excluding contributions receivable) during the
years ended December 31, 1996 and 1995 is as follows:
7
<PAGE> 11
Haverty Furniture Companies, Inc.
Thrift Plan
Notes to Financial Statements (continued)
6. INVESTMENT FUND ACTIVITY (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996
---------------------------------------------------------------------------------------------
MONEY EQUITY EQUITY COMPANY
MARKET BOND BALANCED GROWTH INCOME STOCK
FUND FUND FUND FUND FUND FUND TOTAL
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Employer $ 63,071 $ 33,072 $ 249,610 $ 300,998 $ 63,571 $ 97,456 $ 807,778
Employee 234,250 126,390 1,015,717 1,280,747 265,782 420,382 3,343,268
---------------------------------------------------------------------------------------------
297,321 159,462 1,265,327 1,581,745 329,353 517,838 4,151,046
Investment income 66,628 51,315 411,153 1,384,410 193,146 54,108 2,160,760
---------------------------------------------------------------------------------------------
363,949 210,777 1,676,480 2,966,155 522,499 571,946 6,311,806
Deductions from net assets
attributed to:
Benefit payments 156,213 187,735 1,158,051 917,209 90,643 172,655 2,682,506
Net transfers (156,699) (352,631) 276,149 (782,231) 1,236,200 (220,788) -
Net realized and
unrealized appreciation
(depreciation) in fair
value of investments - (24,325) 801,522 (390,058) 83,647 (417,172) 53,614
---------------------------------------------------------------------------------------------
Net increase (decrease) 51,037 (353,914) 1,596,100 876,657 1,751,703 (238,669) 3,682,914
Net assets by investment option
at beginning of year 1,188,779 1,104,561 8,135,351 8,420,985 589,670 2,359,920 21,799,266
---------------------------------------------------------------------------------------------
Net assets by investment option
at end of year $1,239,816 $ 750,647 $9,731,451 $9,297,642 $2,341,373 $2,121,251 $25,482,180
=============================================================================================
</TABLE>
8
<PAGE> 12
Haverty Furniture Companies, Inc.
Thrift Plan
Notes to Financial Statements (continued)
6. INVESTMENT FUND ACTIVITY (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
------------------------------------------------------------------------------------------
MONEY EQUITY EQUITY COMPANY
MARKET BOND BALANCED GROWTH INCOME STOCK
FUND FUND FUND FUND FUND FUND TOTAL
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Employer $ 81,761 $ 46,327 $ 283,685 $ 328,193 $ 7,804 $ 122,428 $ 870,198
Employee 282,056 178,555 1,119,822 1,317,197 44,545 505,189 3,447,364
------------------------------------------------------------------------------------------
363,817 224,882 1,403,507 1,645,390 52,349 627,617 4,317,562
Investment income 85,793 64,847 432,001 480,263 59,425 45,990 1,168,319
------------------------------------------------------------------------------------------
449,610 289,729 1,835,508 2,125,653 111,774 673,607 5,485,881
Deductions from net
assets attributed to:
Benefit payments 290,429 80,104 635,327 689,898 305 194,792 1,890,855
Net transfers (433,111) (91,711) (21,414) (90,338) 491,421 145,153 -
Net realized and unrealized
appreciation
(depreciation) in fair
value of investments - 63,121 1,278,804 1,651,017 (13,220) 322,559 3,302,281
------------------------------------------------------------------------------------------
Net increase (decrease) (273,930) 181,035 2,457,571 2,996,434 589,670 946,527 6,897,307
Net assets by investment
option at beginning of
year 1,462,709 923,526 5,677,780 5,424,551 - 1,413,393 14,901,959
------------------------------------------------------------------------------------------
Net assets by investment
option at end of year $1,188,779 $1,104,561 $8,135,351 $8,420,985 $589,670 $2,359,920 $21,799,266
==========================================================================================
</TABLE>
9
<PAGE> 13
SUPPLEMENTAL SCHEDULES
<PAGE> 14
Haverty Furniture Companies, Inc.
Thrift Plan
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1996
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, BORROWER, LESSOR OR DESCRIPTION OF
SIMILAR PARTY INVESTMENT COST CURRENT VALUE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
COMMINGLED TRUST INVESTMENT FUNDS
*SunTrust Short-Term Investment Fund 25,298 units $ 25,298 $ 25,298
Federated Short-Term U.S. Government Trust 1,229,633 units 1,229,633 1,229,633
Federated U.S. Government Securities
Fund: 2-5 Years 71,422 units 739,785 749,215
Dodge & Cox Balanced Fund 162,437 units 8,146,438 9,716,958
Fidelity Magellan Fund 115,078 units 8,536,173 9,281,009
Lord Abbett Affiliated Fund Class A 185,954 units 2,272,881 2,339,298
COMMON STOCK
------------------------------
*Haverty Furniture Cos., Inc. 182,229 shares 2,270,988 2,072,855
------------------------------
$23,221,196 $25,414,266
==============================
</TABLE>
* Indicates a party-in-interest to the Plan
10
<PAGE> 15
Haverty Furniture Companies, Inc.
Line 27d - Schedule of Reportable Transactions
December 31, 1996
<TABLE>
<CAPTION>
CURRENT
VALUE OF
ASSET ON
IDENTITY OF PARTY INVOLVED NUMBER OF PURCHASE SELLING COST OF TRANSACTION NET GAIN
AND DESCRIPTION OF ASSETS TRANSACTIONS PRICE PRICE ASSET DATE (LOSS)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CATEGORY (I) - INDIVIDUAL TRANSACTIONS IN
EXCESS OF 5% OF PLAN ASSETS.
Fidelity Magellan Fund 1 $1,266,508 $ - $1,266,508 $1,266,508 -
CATEGORY (III) - A SERIES OF SECURITY TRANSACTIONS,
WHEN AGGREGATED REGARDLESS
OF GAIN OR LOSS, EXCEEDS 5% OF PLAN ASSETS.
*SunTrust Short-Term Investment Fund 336 3,877,821 - 3,877,821 3,877,821 -
*SunTrust Short-Term Investment Fund 276 - 3,872,781 3,872,781 3,872,781 -
Federated Short-Term U.S. Government Trust 28 1,278,557 - 1,278,557 1,278,557 -
Federated Short-Term U.S. Government Trust 18 - 1,237,667 1,237,667 1,237,667 -
Dodge & Cox Balanced Fund 23 2,315,574 - 2,315,574 2,315,574 -
Dodge & Cox Balanced Fund 24 - 1,535,400 1,320,652 1,535,400 214,748
Fidelity Magellan Fund 18 3,015,010 - 3,015,010 3,015,010 -
Fidelity Magellan Fund 25 - 1,764,800 1,608,231 1,764,800 156,569
Lord Abbett Affiliated Fund Class A 19 1,292,135 - 1,292,135 1,292,135 -
Lord Abbett Affiliated Fund Class A 6 - 157,000 154,767 157,000 2,233
</TABLE>
THERE WERE NO CATEGORY (II) OR (IV) TRANSACTIONS DURING THE YEAR ENDED DECEMBER
31, 1996.
* Indicates a party-in-interest to the Plan
11
<PAGE> 16
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-44285) pertaining to the Haverty Furniture Companies, Inc. Thrift
Plan of our report dated June 12, 1997, with respect to the financial statements
and schedules of Haverty Furniture Companies, Inc. Thrift Plan included in this
Form 10-K/A, Amendment No. 2 to the Annual Report on Form 10-K for the year
ended December 31, 1996.
/s/ Ernst & Young LLP
---------------------
Atlanta, Georgia
June 25, 1997
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan has caused this annual report to be signed on the 27th day of June
1997, by the undersigned thereunto duly authorized.
HAVERTY FURNITURE COMPANIES, INC.
THRIFT PLAN
By /s/ Dennis L. Fink
----------------------------------
Dennis L. Fink
Executive Vice President and
Chief Financial Officer
(principal financial officer)
By /s/ Hugh G. Wells
----------------------------------
Hugh G. Wells
Vice President and Treasurer
By /s/ Dan C. Bryant
----------------------------------
Dan C. Bryant
Controller
(Principal accounting officer)
