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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. 10)*
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)
JANUARY, 2000
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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 Sections 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 Section
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. 419596-20-0 13D Page 2 of 7 Pages
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<TABLE>
<CAPTION>
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<S> <C> <C>
1. NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
RAWSON HAVERTY
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00/PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7. SOLE VOTING POWER
NUMBER
739,736
OF SHARES -------------------------------------------------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
727,388
OWNED BY EACH -------------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
REPORTING
739,736
PERSON -------------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
622,388
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,467,124
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.73%
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14. TYPE OF REPORTING PERSON*
IN
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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AMENDMENT NO. 10 TO SCHEDULE 13D
OF RAWSON HAVERTY
This filing constitutes Amendment No. 10 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 ISSUER.
This filing relates to shares of the Class A Common Stock of the
Issuer, whose principal executive offices are located at 780 Johnson Ferry
Road, Suite 800, Atlanta, Georgia 30342.
Item 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by Rawson Haverty, an individual whose
business address is 780 Johnson Ferry Road, Suite 800, Atlanta, Georgia
30342. 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 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,
Page 3 of 7 Pages
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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. 9) 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 the
factors referenced in the last paragraph of Item 3. As of February 29, 2000, Mr.
Haverty owned approximately 30.73% 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 February 29, 2000, Mr. Haverty beneficially owned an aggregate
of 1,467,124 shares, or approximately 30.73% of the outstanding Class A Common
Stock of the Issuer. Of this amount, Mr. Haverty possesses sole voting and
investment powers with respect to 739,736 shares, shared voting power with
respect to 727,388 shares and shared investment power with respect to 622,388
shares.
(b) The following information is provided with respect to shares as to
which Mr. Haverty shares voting and/or investment powers:
(i) 286,750 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 and Stock Option Committee of the Board of
Directors of the Issuer. This committee is comprised of
three directors of the Issuer as follows:
(A) Frank S. McGaughey, III, Chairman of the
Committee, is a partner in the law firm of Powell,
Goldstein, Frazer & Murphy, LLP. Mr. McGaughey's
business address is 191 Peachtree Street, Atlanta,
Georgia 30303. Mr. McGaughey is a United States
citizen.
(B) Lynn H. Johnston 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.
(C) Robert R. Woodson is retired, and prior to
retirement served as Chairman of the Board of John
H. Harland Company. Mr. Woodson's residence
address is 2042 Deer Ridge Drive, Stone Mountain,
Georgia 30087. Mr. Woodson is a United States
citizen.
Page 4 of 7 Pages
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(D) Rawson Haverty, Jr. is Senior Vice President, Real
Estate and Development, of the Issuer, his
business address is 780 Johnson Ferry Road,
Suite 800, Atlanta, Georgia 30342, and he is a
United States citizen. Mr. Haverty has no voting
powers with respect to stock options.
(ii) 9,324 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) 187,064 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) 94,350 shares are held in a Trust for Rawson Haverty, the
Trustee of which is Banc of America. Mr. Haverty shares
voting power and has no dispositive power with respect to
these shares. Banc of America's address is Suite 1100, 600
Peachtree Street, N.E., Atlanta, Georgia 30308.
(v) 95,340 shares are held in a Trust for Betty H. Smith, the
sister of Rawson Haverty, with respect to which Banc of
America and Mr. Haverty are Co-Trustees.
(vi) 10,650 shares are held in a Trust under the Will of
Elizabeth R. Haverty for the benefit of Rawson Haverty,
with respect to which Banc of America and Mr. Haverty are
Co-Trustees. Mr. Haverty shares voting power and has no
dispositive power with respect to these shares.
(vii) 10,650 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 Banc of America and
Mr. Haverty are Co-Trustees.
(viii) 42,584 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) Rawson Haverty, Jr. is Vice President, Real
Estate and Insurance Divisions, of the Issuer,
his business address is 780 Johnson Ferry Road,
Suite 800, Atlanta, Georgia 30342, and he is a
United States citizen.
(B) Ben M. Haverty is Regional Manager and General
Manager of the Issuer's Atlanta, Georgia
operations, his business address is 5849 Peachtree
Road, Chamblee, Georgia 30341, and he is a United
States citizen.
Page 5 of 7 Pages
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(C) Jane M. Haverty is an attorney in the law firm of
Smith, Gambrell & Russell, LLP. Ms. Haverty's
business address is 1230 Peachtree Street, N.E.,
Suite 3100, Atlanta, Georgia 30309, and she is a
United States citizen.
(D) Mary Elizabeth Mutter is a homemaker. Ms. Mutter's
residence address is 225 Central Park West,
New York, New York 10024, and she is a United
States citizen.
(E) Peggy H. Glover is a homemaker. Ms. Glover's
residence address is 244 Pable Road, Ponte Vedra
Beach, Florida 32082, and she 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) Mr. Haverty effected no transactions in Class A Common Stock
during the past 60 days.
(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.
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.
March 31, 2000
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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
