0000950138-15-000423.txt : 20150626 0000950138-15-000423.hdr.sgml : 20150626 20150626161014 ACCESSION NUMBER: 0000950138-15-000423 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150626 DATE AS OF CHANGE: 20150626 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HAVERTY FURNITURE COMPANIES INC CENTRAL INDEX KEY: 0000216085 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FURNITURE STORES [5712] IRS NUMBER: 580281900 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30568 FILM NUMBER: 15955229 BUSINESS ADDRESS: STREET 1: 780 JOHNSON FERRY ROAD STREET 2: SUITE 800 CITY: ATLANTA STATE: GA ZIP: 30342 BUSINESS PHONE: 404-443-2900 MAIL ADDRESS: STREET 1: 780 JOHNSON FERRY ROAD STREET 2: SUITE 800 CITY: ATLANTA STATE: GA ZIP: 30342 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: H5, L.P. CENTRAL INDEX KEY: 0001407063 IRS NUMBER: 000000000 STATE OF INCORPORATION: 2Q FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4414 DUNMORE ROAD CITY: MARIETTA STATE: GA ZIP: 30068 BUSINESS PHONE: 404-443-4317 MAIL ADDRESS: STREET 1: 4414 DUNMORE ROAD CITY: MARIETTA STATE: GA ZIP: 30068 SC 13D/A 1 havertyschda06252015.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
 
HAVERTY FURNITURE COMPANIES, INC.
(Name of Issuer)
Class A Common Stock, $1.00 par value
(Title of Class of Securities)

419596-20-0
(CUSIP Number)

Amy Wilson
Bryan Cave LLP
One Atlantic Center
Fourteenth Floor
1201 West Peachtree Street, NW
Atlanta, Georgia 30309
Telephone: (404) 572-6926

(Name, Address and Telephone Number of Person Authorized
 to Receive Notices and Communications)

May 28, 2015
(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box þ.

*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 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).

CUSIP No. 419596-20-0
13D
Page 2 of  6 Pages

 1
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Frank S. McGaughey III
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
(a) þ
(b) ¨
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION                                                                                                                
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
 EACH
 REPORTING
 PERSON WITH:
7
SOLE VOTING POWER
65,985 Shares of Class A Common Stock
8
SHARED VOTING POWER
72,392 Shares of Class A Common Stock
9
SOLE DISPOSITIVE POWER
65,985 Shares of Class A Common Stock
10
SHARED DISPOSITIVE POWER
72,392 Shares of Class A Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
138,377 Shares of Class A Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14
TYPE OF REPORTING PERSON
IN
 
 
 

 
 
 
CUSIP No. 419596-20-0
13D
Page 3 of  6 Pages


 1
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Ridge Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
(a) þ
(b) ¨
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION                                                              
Georgia
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
 EACH
 REPORTING
 PERSON WITH:
7
SOLE VOTING POWER
 
8
SHARED VOTING POWER
72,392 Shares of Class A Common Stock
9
SOLE DISPOSITIVE POWER
 
10
SHARED DISPOSITIVE POWER
72,392 Shares of Class A Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,392 Shares of Class A Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES          þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
14
TYPE OF REPORTING PERSON
PN
 
 
CUSIP No. 419596-20-0
13D
Page 4 of  6 Pages


 1
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Richard N. McGaughey
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
(a) þ
(b) ¨
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION                                                              
South Carolina
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
 EACH
 REPORTING
 PERSON WITH:
7
SOLE VOTING POWER
 
8
SHARED VOTING POWER
 
9
SOLE DISPOSITIVE POWER
 
10
SHARED DISPOSITIVE POWER
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES         þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14
TYPE OF REPORTING PERSON
IN
 
 
CUSIP No. 419596-20-0
13D
Page 5 of  6 Pages

 

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 12, 2012 (the “Original Schedule 13D”), Amendment No. 1 to the Original Schedule 13D filed with the SEC on November 15, 2012, Amendment No. 2 filed with the SEC on May 15, 2013, Amendment No. 3 filed with the SEC on July 18, 2013, Amendment No. 4 filed with the SEC on December 17, 2013 and Amendment No. 5 filed with the SEC on January 13, 2015 (together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, the “Schedule 13D”) with respect to the Class A common stock, par value $1.00 per share (the “Class A Common Stock”), of the Company.  This Amendment No. 6 reflects updated information regarding the beneficial ownership of the other Class A Shareholders (as defined below).  Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D.  The Reporting Persons hereby amend and supplement the Schedule 13D as follows.
 
Item 5 is hereby amended and restated in its entirety to read as follows:
(a) The Reporting Persons beneficially own an aggregate 138,377 shares or 6.7% of the Class A Common Stock of the Company. For further information, see the cover pages hereto which are hereby incorporated by reference.  All percentages of outstanding Class A Common Stock are calculated based on information included in the Form 10-Q filed by the Company for the period ended March 31, 2015, which reported that 2,080,605 shares of Class A Common Stock were outstanding as of April 30, 2015.
The Reporting Persons may be deemed to constitute a group pursuant to Rule 13d-5(b) with certain other Class A Common Stock shareholders (“Other Class A Shareholders”) as a result of entering into a Class A Shareholders Agreement with those Other Class A Shareholders as described in Item 6 below.  If the Reporting Persons are deemed to have formed a group with the Other Class A Shareholders, each of the Reporting Persons could be deemed to beneficially own the shares collectively held by the group, which would be an aggregate 1,555,546 shares or 74.8% of the Class A Common Stock of the Company; however, each of the Reporting Persons disclaims beneficial ownership of the shares held by other members of the group except as expressly set forth herein.
(b) Mr. F. McGaughey holds sole voting and dispositive power with respect to 65,985 shares held by him. Mr. F. McGaughey is the general partner of Ridge Partners and may be deemed to hold shared voting and dispositive power with respect to the 72,392 shares held by Ridge Partners. Mr. F. McGaughey disclaims beneficial ownership of the shares held by Ridge Partners except to the extent of his pecuniary interest therein.
Mr. R. McGaughey does not currently hold any Class A Common Stock. Mr. R. McGaughey disclaims beneficial ownership of the shares held by the other Reporting Persons except to the extent of his pecuniary interest therein.
(c) Except as set forth on Schedule 1 hereto, no other recent transactions in Class A Common Stock were effected by the Reporting Persons, or, to the best of the knowledge of the Reporting Persons, by any of the other persons named in response to Item 2, if any.
(d) Not applicable.
(e) Not applicable.
 
CUSIP No. 419596-20-0
13D
Page 6 of  6 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Date:  June 25, 2015
FRANK S. MCGAUGHEY III
 
 
By:  /s/ Frank S. McGaughey III
Frank S. McGaughey III
 
 
 
 
RICHARD N. MCGAUGHEY
 
 
By:  /s/ Richard N. McGaughey
Richard N. McGaughey
 
 
 
RIDGE PARTNERS, L.P.
 
 
By:  /s/ Frank S. McGaughey III
Frank S. McGaughey III
General Partner

 
 
SCHEDULE 1

Shares of Class A Common Stock Acquired or Disposed of by the Reporting Persons
1.
Frank S. McGaughey III
No transactions.
2.
Ridge Partners, L.P.
No transactions.
3.
Richard N. McGaughey
No transactions.
4.
H5, L.P.
No transactions.
5.
J.  Rawson Haverty, Jr.
Transaction Date
Nature of Transaction (Acquisition/Disposition)
Number of Shares
Price Per Share
Where and How Transaction Effected
2/12/2015
Acquisition
665
N/A
By will or the laws of descent and distribution
6/12/2015
Disposition
3,616
N/A
Conversion1

6.
Marital Trust
No transactions.
7.
Marital Trust B
No transactions.
8.
MMH Trust
No transactions.
9.
Clarence H. Smith



1 Conversion of Class A Common Stock held by Mr. Haverty into common stock of the Company.
 
 
Transaction Date
Nature of Transaction (Acquisition/Disposition)
Number of Shares
Price Per Share
Where and How Transaction Effected
2/12/2015
Acquisition
666
N/A
By will or the laws of descent and distribution
5/28/2015
Acquisition
21,400
N/A
Conversion2

1.
Villa Clare Partners, L.P.
No transactions.


2 Conversion of common stock held by Mr. Smith into Class A Common Stock of the Company.