HAVERTY FURNITURE COMPANIES, INC./CLARENCE SMITH

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RJ3tgczuNS0qkZerkP3NQeYQi3zRm1qD6zTSU/6RXgjLaiyJy1Nkl3SUKnGQyF8n Tf6/mDSm40fuIeqc2KIY5Q== 0000950144-02-012674.txt : 20021211 0000950144-02-012674.hdr.sgml : 20021211 20021211172646 ACCESSION NUMBER: 0000950144-02-012674 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20021211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SMITH CLARENCE H CENTRAL INDEX KEY: 0001209399 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 780 JOHNSON PERRY RD CITY: ATLANTA STATE: GA ZIP: 30342 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-16064 FILM NUMBER: 02855056 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 SC 13D 1 g79745asc13d.htm HAVERTY FURNITURE COMPANIES, INC./CLARENCE SMITH HAVERTY FURNITURE COMPANIES, INC./CLARENCE SMITH

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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)

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)

Terry Ferraro Schwartz, Esq.
Smith, Gambrell & Russell, LLP
Suite 3100, Promenade II
1230 Peachtree Street, N.E.
Atlanta, Georgia 30309-3592

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

November 30, 2002
(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 § § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

• 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))


CUSIP No. 419596-20-0		13D		Page of 5 Pages


		Name of reporting person
		SS or IRS identification # of above person
1.		Clarence H. Smith
2.		Check the appropriate box if a member of a group* (a) o (b) o
3.		SEC use only
		Source of Funds*
4.		00/PF
5.		Check box if disclosure of legal proceeding 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		Sole voting power 7. 75,130 shared voting power 8. 572,498
		sole dispositive power
		9. 75,130
		shared dispositive power
		10. 1,450
		aggregate amount beneficially owned by each reporting person
11.		647,628
12.		check box if the aggregate amount in row (11) excludes certain shares* o
13.		percent of class represented by amount in row (11) 14.3%
		type of reporting person*
14.		IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13D OF CLARENCE H. SMITH

This Schedule 13D filed is with the Securities and Exchange Commission by Clarence H. Smith with respect to the $1.00 par value Class A common stock of Haverty Furniture Companies, Inc. (the “Issuer”).

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 Clarence H. Smith, a citizen of the United States and the President and Chief Operating Officer of the Issuer. Mr. Smith’s business address is that of the Issuer set forth in Item 1.

Mr. Smith 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.

Item 3. Source and Amount of Funds or Other Consideration

The shares of Class A Common Stock held individually by Mr. Smith and held by his wife (as more fully described in Item 5) were acquired with the personal funds of Mr. Smith and his wife. All other shares of Class A Common Stock to which this Schedule 13D relate are beneficially owned by Mr. Smith as a result of the execution of revocable proxies by each of his parents, as described more fully in Item 6.

Item 4. Purpose of Transaction.

Mr. Smith holds all shares of the Issuer’s Class A Common Stock beneficially owned by him for investment purposes. However, as an executive officer of the Issuer, Mr. Smith exercises significant influence over the Issuer’s management and operations.

Item 5. Interest of Securities of the Issuer.

As of December 10, 2002, Mr. Smith beneficially owned an aggregate of 647,628 shares, or approximately 14.3% of the outstanding Class A common stock of the Issuer. Of this amount, Mr. Smith possesses sole voting and investment powers with respect to 75,130 shares owned by

Mr. Smith individually. Mr. Smith may also be deemed to beneficially own the following shares of Class A common stock:

• 1,450 shares held by Mr. Smith’s wife, with respect to which Mr. Smith may be deemed to share voting and investment power;

• 424,958 shares held by Betty H. Smith, Mr. Smith’s mother, with respect to which Mr. Smith has discretionary voting authority pursuant to a revocable proxy granted to him by Betty H. Smith (the “B. Smith Proxy”), as described in Item 6;

• 88,972 shares held by Alex W. Smith, Mr. Smith’s father, with respect to which Mr. Smith has discretionary voting authority pursuant to a revocable proxy granted to him by Alex W. Smith (the “A. Smith Proxy”), as described in Item 6;

• 12,000 shares held by the Nolichucky Limited Partnership, of which Mr. Smith’s father is the general partner, with respect to which Mr. Smith has discretionary voting authority pursuant to the A. Smith Proxy; and

• 45,118 shares held by the Betty and Alex Smith Foundation, a charitable organization controlled by Mr. Smith’s parents, with respect to which Mr. Smith has discretionary voting authority pursuant to the B. Smith Proxy and the A. Smith Proxy.

Alex W. Smith and Betty H. Smith are each United States citizens residing at 2771 Peachtree Road, #5, Atlanta, Georgia 30305. Neither Alex W. Smith nor Betty H. Smith has been convicted in a criminal proceeding during the last five years, nor has either, 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. Smith has not effected any transactions in the Class A common stock within the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On November 30, 2002, each of Mr. Smith’s parents, Alex W. Smith and Betty H. Smith, executed a revocable proxy in favor of Mr. Smith pursuant to which Mr. Smith was granted the power to vote all shares of Class A common stock of the Issuer held by the respective proxy grantor. Each of the proxies will continue in effect until it is revoked by the grantor, and each proxy may be revoked by the grantor at any time.

There are no other contracts, arrangements, understandings or relationships (legal or otherwise) between Mr. Smith and any other person with respect to any securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

The A. Smith Proxy and the B. Smith Proxy are filed herewith as Exhibits 1 and 2, respectively.

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.


		Date: December 11, 2002



		/s/ Clarence H. Smith Clarence H. Smith

EX-1 3 g79745aexv1.txt EX-1 REVOCABLE PROXY EXHIBIT 1 REVOCABLE PROXY AS TO CERTAIN SHARES OF HAVERTY FURNITURE COMPANIES, INC. The undersigned, Alex W. Smith, of 2771 Peachtree Road, NE, #5 Carlyle Condominium, Atlanta, Georgia 30305 ("A. Smith"), hereby appoints Clarence H. Smith of Suite 800, 780 Johnson Ferry Road, Atlanta, Georgia 30342 ("C. Smith"), as his attorney in fact and proxy, with full power of substitution, to exercise (including refraining from exercising) all voting (including dissenters') rights with respect to all shares of the Class A par value common shares of Haverty Furniture Companies, Inc., a Maryland corporation (the "Corporation") owned by A. Smith (the "Shares") in such manner as C. Smith or his substitute, shall, in his sole discretion, deem proper, including voting the Shares at any meeting of stockholders (whether annual or special and whether or not an adjourned meeting) of the Corporation and/or executing and delivering a written consent in lieu of any such meeting. This proxy shall continue in full force and effect unless and until it is revoked by A. Smith. This proxy is revocable at any time effective upon receipt by C. Smith or the Secretary of the Corporation at Suite 800, 780 Johnson Ferry Road, Atlanta, Georgia 30342 of A. Smith's written notice of termination. A. Smith may give such notice by any means. This proxy revokes any other proxy granted by A. Smith at any time with respect to the Shares. Duly executed, under seal, as of November 30, 2002. /s/ Alex W. Smith (L.S.) ------------------------------- Alex W. Smith WITNESS: /s/ B.H. Smith -------------- Print Name and Address: Betty H. Smith 2771 Peachtree Rd. #5 Atlanta, GA 30305 EX-2 4 g79745aexv2.txt EX-2 REVOCABLE PROXY EXHIBIT 2 REVOCABLE PROXY AS TO CERTAIN SHARES OF HAVERTY FURNITURE COMPANIES, INC. The undersigned, Betty Haverty Smith, of 2771 Peachtree Road, NE, #5 Carlyle Condominium, Atlanta, Georgia 30305 ("B. Smith"), hereby appoints Clarence H. Smith of Suite 800, 780 Johnson Ferry Road, Atlanta, Georgia 30342 ("C. Smith"), as her attorney in fact and proxy, with full power of substitution, to exercise (including refraining from exercising) all voting (including dissenters') rights with respect to all shares of the Class A par value common shares of Haverty Furniture Companies, Inc., a Maryland corporation (the "Corporation") owned by B. Smith (the "Shares") in such manner as C. Smith or his substitute, shall, in his sole discretion, deem proper, including voting the Shares at any meeting of stockholders (whether annual or special and whether or not an adjourned meeting) of the Corporation and/or executing and delivering a written consent in lieu of any such meeting. This proxy shall continue in full force and effect unless and until it is revoked by B. Smith. This proxy is revocable at any time effective upon receipt by C. Smith or the secretary of the Corporation at Suite 800, 780 Johnson Ferry Road, Atlanta, Georgia 30342 of B. Smith's written notice of termination. B. Smith may give such notice by any means. This proxy revokes any other proxy granted by B. Smith at any time with respect to the Shares. Duly executed, under seal, as of November 30, 2002. /s/ Betty Haverty Smith (L.S.) ------------------------------------ Betty Haverty Smith WITNESS: /s/ Alex W. Smith ----------------- Print Name and Address: Alex W. Smith 2771 Peachtree Rd. #5 Atlanta, GA 30305 -----END PRIVACY-ENHANCED MESSAGE-----

	•		1,450 shares held by Mr. Smith’s wife, with respect to which Mr. Smith may be deemed to share voting and investment power;

	•		424,958 shares held by Betty H. Smith, Mr. Smith’s mother, with respect to which Mr. Smith has discretionary voting authority pursuant to a revocable proxy granted to him by Betty H. Smith (the “B. Smith Proxy”), as described in Item 6;

	•		88,972 shares held by Alex W. Smith, Mr. Smith’s father, with respect to which Mr. Smith has discretionary voting authority pursuant to a revocable proxy granted to him by Alex W. Smith (the “A. Smith Proxy”), as described in Item 6;

	•		12,000 shares held by the Nolichucky Limited Partnership, of which Mr. Smith’s father is the general partner, with respect to which Mr. Smith has discretionary voting authority pursuant to the A. Smith Proxy; and

	•		45,118 shares held by the Betty and Alex Smith Foundation, a charitable organization controlled by Mr. Smith’s parents, with respect to which Mr. Smith has discretionary voting authority pursuant to the B. Smith Proxy and the A. Smith Proxy.