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SCHEDULE 13D - INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13D-2(A).*
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*AS AMENDED BY RELEASES NO.34-15457, DATED JANUARY 4, 1979, EFFECTIVE FEBRUARY
14, 1979 (AS CORRECTED BY RELEASE NO. 34-15457A, DATED FEBRUARY 25, 1979) AND
NO. 34-14384, DATED NOVEMBER 29, 1979, EFFECTIVE JANUARY 5, 1980. - EDITOR.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)*
HAVERTY FURNITURE COMPANIES, INC.
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(NAME OF ISSUER)
CLASS A COMMON STOCK, $1.00 PAR VALUE
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(TITLE OF CLASS OF SECURITIES)
419596-20-0
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(CUSIP NUMBER)
TERRY FERRARO SCHWARTZ, ESQ.
SMITH, GAMBRELL & RUSSELL, LLP
SUITE 3100, PROMENADE II
1230 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30309-3592
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
MARCH 5, 1998
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO
REPORT THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING
THIS SCHEDULE BECAUSE OF SS. SS. 240.13D-1(E), 240.13D-1(F) OR 240.13D-1(G),
CHECK THE FOLLOWING BOX. [ ]
NOTE: SCHEDULES FILED IN PAPER FORMAT SHALL INCLUDE A SIGNED ORIGINAL
AND FIVE COPIES OF THE SCHEDULE, INCLUDING ALL EXHIBITS. SEE SS. 240.13D-7(B)
FOR OTHER PARTIES TO WHOM COPIES ARE TO BE SENT.
* THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A REPORTING
PERSON'S INITIAL FILING ON THIS FORM WITH RESPECT TO THE SUBJECT CLASS OF
SECURITIES, AND FOR ANY SUBSEQUENT AMENDMENT CONTAINING INFORMATION WHICH WOULD
ALTER DISCLOSURES PROVIDED IN A PRIOR COVER PAGE.
THE INFORMATION REQUIRED ON THE REMAINDER OF THIS COVER PAGE SHALL NOT
BE DEEMED TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES AND
EXCHANGE ACT OF 1934 ("ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT
SECTION OF THE ACT BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT
(HOWEVER, SEE THE NOTES.)
(CONTINUED ON FOLLOWING PAGE(S))
PAGE 1 OF 7 PAGES
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CUSIP NO. 13D PAGE 2 OF 7 PAGES
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i. NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
RAWSON HAVERTY
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ii. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
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iii. SEC USE ONLY
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iv. SOURCE OF FUNDS*
00/PF
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v. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS |_|
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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vi. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER vii. SOLE VOTING POWER
OF SHARES
BENEFICIALLY 380,635
OWNED BY ------------------------------------------------------------------
EACH viii. SHARED VOTING POWER
REPORTING
PERSON 362,142
WITH ------------------------------------------------------------------
ix. SOLE DISPOSITIVE POWER
380,635
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x. SHARED DISPOSITIVE POWER
362,142
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xi. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
742,777
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xii. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_|
EXCLUDES CERTAIN SHARES*
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xiii. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.25%
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xiv. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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AMENDMENT NO. 8 TO SCHEDULE 13D
OF RAWSON HAVERTY
This filing constitutes an amendment to a Schedule 13D filed with the
Securities and Exchange Commission by Rawson Haverty, Chairman of the Board of
Haverty Furniture Companies, Inc. (the "Issuer"), with respect to the Issuer's
$1.00 par value Class A common stock (the "Class A Common Stock").
Item 1. Security and Insurer.
This filing relates to shares of the Class A Common Stock of the Issuer,
whose principal executive offices are located at 866 West Peachtree Street,
N.W., Atlanta, Georgia 30308.
Item 2. Identity and Background.
This Schedule 13D is filed by Rawson Haverty, an individual whose business
address is 866 West Peachtree Street, N.W., Atlanta, Georgia 30308. Mr. Haverty
is Chairman of the Board of the Issuer.
Mr. Haverty has not been convicted in a criminal proceeding during the last
five years nor has he, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Mr. Haverty is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The securities which are the subject of this filing were originally acquired
by Mr. Haverty pursuant to a recapitalization of the Issuer on April 25, 1986,
whereby the then outstanding common stock of the Issuer automatically converted
into a new class of $1.00 par value common stock ("Common Stock"), and shares of
newly authorized Class A Common Stock were distributed to stockholders on May
23, 1986 by way of a 100% stock dividend declared on the outstanding Common
Stock and paid in shares of Class A Common Stock. As a result of the
recapitalization, each stockholder received a number of shares of Class A Common
Stock equal to the number of shares of Common Stock held by such Stockholder on
the record date for payment of the stock dividend. In June 1986, Mr. Haverty,
together with certain other stockholders of the Issuer, conducted an exchange
offer with certain offeree stockholders of the Issuer, whereby the offering
stockholders offered to exchange shares of Common Stock owned by them for shares
of the Class A Common Stock of the Issuer owned by the offeree stockholders. The
offering stockholders, all of whom were officers and/or directors of the Issuer
at the time, or members of their immediate families and related interests,
conducted the exchange offer with a group of offeree stockholders which was
principally comprised of non-management members of the Haverty family
(descendants
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of the Issuer's founder, J. J. Haverty) or former executive officers and
directors of the Issuer and their spouses, widows and children.
Since the recapitalization and exchange offer, Mr. Haverty's beneficial
ownership of Class A Common Stock has changed due to various factors, including
personal transactions by Mr. Haverty, such as gifts, sales, purchases, and
exercises of stock options. In addition, Mr. Haverty's beneficial ownership of
the Class A Common Stock has changed due to changes in the number of outstanding
shares of Class A Common Stock, which number has decreased since the filing of
the last amendment (Amendment No. 7) to this Schedule 13D.
Item 4. Purpose of Transaction.
Since the filing of the last amendment to this Schedule 13D, Mr. Haverty's
beneficial ownership of shares of Class A Common Stock has increased due to a
change in the number of outstanding shares of such class, as well as certain
personal transactions effected by Mr. Haverty, including the acquisition of
shares through purchases and receipt of shares in payment of director's retainer
fees. As of March 31, 1998, Mr. Haverty owned approximately 26.25% of the
outstanding shares of Class A Common Stock.
Mr. Haverty is Chairman of the Board of the Issuer and is Chairman of the
Executive Committee of the Board of Directors, and thus is a member of senior
management of the Issuer.
Item 5. Interest of Securities of the Issuer.
(a) As of March 31, 1998, Mr. Haverty beneficially owned an aggregate of
742,777 shares, or approximately 26.25% of the outstanding Class A Common Stock
of the Issuer. Of this amount, Mr. Haverty possesses sole voting and investment
powers with respect to 380,635 shares, and shared voting and investment powers
with respect to 362,142 shares.
(b) Mr. Haverty possesses sole voting and investment powers with respect
to 380,635 shares, and shared voting and investment powers with respect to
362,142 shares. The following information is provided with respect to shares as
to which Mr. Haverty shares voting and/or investment powers:
(i) 143,375 shares of Class A Common Stock are held in the
Issuer's Retirement Plan and Trust, with respect to which Mr.
Haverty shares voting and investment powers with the Employee
Benefits Committee of the Board of Directors of the Issuer.
This committee is comprised of three directors of the Issuer
as follows:
(A) Lynn H. Johnston, Chairman of the Committee, is
retired, and prior to retirement served as Chairman of
the Board of ING America Life Corporation. Mr.
Johnston's residence address is 5050 Hidden Branches
Circle, Dunwoody, Georgia 30338. Mr. Johnston is a
United States citizen.
(B) Robert R. Woodson is retired, and prior to retirement
served as Chairman of the Board of John H. Harland
Company. Mr. Woodson's residence
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address is 2042 Deer Ridge Drive, Stone Mountain,
Georgia 30087. Mr. Woodson is a United States citizen.
(C) John T. Glover is currently President of Post
Properties, Inc., whose business address is 3350
Cumberland Circle, Suite 2200, Atlanta, Georgia 30339.
Mr. Glover is a United States citizen.
(ii) 4,662 shares are held in the Rawson Haverty Self-Employed
Retirement Plan and Trust, the Trustee of which is SunTrust
Securities, Inc. ("SunTrust"). SunTrust's address is P.O. Box
4418, Atlanta, Georgia 30302.
(iii) 93,532 shares are owned of record by Mr. Haverty's spouse,
Margaret M. Haverty, with respect to which Mr. Haverty shares
voting and investment powers. Mr. and Mrs. Haverty's residence
address is 3740 Paces Valley Road, N.W., Atlanta, Georgia
30327. Mrs. Haverty is a United States citizen.
(iv) 47,190 shares are held in a Trust for Rawson Haverty, the
Trustee of which is SunTrust.
(v) 47,670 shares are held in a Trust for Betty H. Smith, the
sister of Rawson Haverty, with respect to which NationsBank,
N.A. ("NationsBank") and Mr. Haverty are Co-Trustees.
NationsBank's address is Suite 1100, 600 Peachtree Street,
N.E., Atlanta, Georgia 30308.
(vi) 5,325 shares are held in a Trust under the Will of Elizabeth
R. Haverty for the benefit of Rawson Haverty, with respect to
which NationsBank and Mr. Haverty are Co-Trustees.
(vii) 5,325 shares are held in Trust under the Will of Elizabeth R.
Haverty for the benefit of Betty H. Smith, the sister of
Rawson Haverty, with respect to which NationsBank and Mr.
Haverty are Co-Trustees.
(viii) 19,725 shares are held by the Mary E. Haverty Foundation, a
charitable foundation of which Mr. Haverty serves as Chairman
of the Board of Trustees, and with respect to which he shares
voting and investment powers with other members of the Board
of Trustees. The following information is provided with
respect to the other Trustees:
(A) Frank S. McGaughey, Jr. is retired and prior to
retirement served as President and Chief Executive
Officer of the Issuer. Mr. McGaughey's residence
address is 3180 Lemons Ridge, Atlanta, Georgia 30339.
Mr. McGaughey is a United States citizen.
(B) Alex W. Smith is a partner in the law firm of Smith,
Gambrell & Russell, LLP, his business address is 1230
Peachtree Street, Suite 3100, Atlanta, Georgia 30309,
and he is a United States citizen.
Page 5 of 7 Pages
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(C) Rawson Haverty, Jr. is Vice President, Real Estate and
Insurance Divisions, of the Issuer, his business
address is 866 West Peachtree Street, N.W., Atlanta,
Georgia 30308, and he is a United States citizen.
(D) Ben M. Haverty is Regional Manager and General Manager
of the Issuer's Atlanta, Georgia operations, his
business address is 866 West Peachtree Street, N.W.,
Atlanta, Georgia 30308, and he is a United States
citizen.
No person described in this Item 5.(b) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last five years, nor has any such person, during the last five years, been a
party to a civil proceeding before a judicial or administrative body of
competent jurisdiction which resulted in a judgment, decree or final order
enjoining him or her from future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(c) Since January 31, 1998, Mr. Haverty purchased 750 shares of Class A
Common Stock from a family member in a private transaction. The stock was
purchased on March 5, 1998, at the price of $19 per share.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships (legal
or otherwise) between Mr. Haverty and any other person with respect to any
securities of the Issuer, except as otherwise described in Item 5.
Item 7. Material to be Filed as Exhibits.
There are no exhibits being filed with this Amendment to Schedule 13D. The
original Schedule 13D filed by Mr. Haverty included as an exhibit a prospectus
relating to an exchange offer conducted by certain stockholders of the Issuer
contained in a Registration Statement on Form S-3 dated May 27, 1986.
Page 6 of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
April 8, 1998
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Date
/s/ Rawson Haverty
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Signature
Rawson Haverty
Chairman of the Board
Haverty Furniture Companies, Inc.
Page 7 of 7 Pages
