Haverty Furniture Companies, Inc.
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(Name of Issuer)
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Class A Common Stock, $1.00 par value
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(Title of Class of Securities)
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419596-20-0
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(CUSIP Number)
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Eliot Robinson
Bryan Cave LLP One Atlantic Center Fourteenth Floor 1201 West Peachtree Street, NW Atlanta, Georgia 30309 Telephone: (404) 572-6785 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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June 5, 2012
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(Date of Event Which Requires Filing of This Statement)
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CUSIP No. 419596-20-0 | 13D | Page 2 of 8 Pages |
1
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NAME OF REPORTING PERSONS: Frank S. McGaughey III
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2
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(a)
(b)
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x | |
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
65,985 Shares of Class A Common Stock
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8
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SHARED VOTING POWER
108,510 Shares of Class A Common Stock
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|
9
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SOLE DISPOSITIVE POWER
65,985 Shares of Class A Common Stock
|
|
10
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SHARED DISPOSITIVE POWER
108,510 Shares of Class A Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
174,495 Shares of Class A Common Stock
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
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x
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 419596-20-0 | 13D | Page 3 of 8 Pages |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
108,510 Shares of Class A Common Stock
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
10
|
SHARED DISPOSITIVE POWER
108,510 Shares of Class A Common Stock
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,510 Shares of Class A Common Stock
|
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
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x
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
|
|
14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 419596-20-0 | 13D | Page 4 of 8 Pages |
(a)
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The names of the persons filing this Schedule 13D are Frank S. McGaughey III (“Mr. McGaughey”) and Ridge Partners, L.P., a Georgia limited partnership (“Ridge Partners,” and collectively, the “Reporting Persons”). Mr. McGaughey is the general partner of Ridge Partners.
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(b)
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The business address of Mr. McGaughey and Ridge Partners is 1111 Lufbery Circle, Williamson, GA 30292.
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(c)
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The principal occupation of Mr. McGaughey is as a Partner at the law firm Bryan Cave LLP, One Atlantic Center, Fourteenth Floor, 1201 W. Peachtree Street, NW, Atlanta, GA 30309.
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The principal business of Ridge Partners is acquiring, operating, leasing, holding for investment and selling certain interests in real estate, other limited partnerships, partnerships, joint ventures, securities and other forms of real, personal and intangible property.
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(d)
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and (e): During the past five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor have any of them been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in such person being subject to 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.
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(f)
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Mr. McGaughey is a citizen of the United States of America.
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(a)
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Ridge Partners plans to periodically distribute stock of the Company to its partners, which may be in the form of Class A Common Stock or common stock issued upon conversion of the Class A Common Stock held by Ridge Partners. The Reporting Persons are parties to a Class A Shareholders Agreement that imposes certain transfer restrictions upon shares of Class A Common Stock held by the Reporting Persons. See Item 6. The Reporting Persons have no other present plans or proposals which relate to or would result in the acquisition or disposition of shares of the Company’s Class A Common Stock.
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CUSIP No. 419596-20-0 | 13D | Page 5 of 8 Pages |
(b)
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The Reporting Persons have no present plans or proposals which relate to or would result in an extraordinary corporate transaction involving the Company.
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(c)
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The Reporting Persons have no present plans or proposals which relate to or would result in a sale or transfer of a material amount of the Company’s or any of its subsidiaries’ assets.
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(d)
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The Reporting Persons have no present plans or proposals which relate to or would result in any changes in composition of the Company’s present board of directors or management.
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(e)
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The Reporting Persons have no present plans or proposals which relate to or would result in any changes in the Company’s present capitalization or dividend policy of the Company.
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(f)
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The Reporting Persons have no present plans or proposals which relate to or would result in any other material change in the Company’s business or corporate structure.
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(g)
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The Reporting Persons have no present plans or proposals which relate to or would result in changes in the Company’s charter, bylaws or other governing instruments which may impede the acquisition of control of the Company by any person.
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(h)
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The Reporting Persons have no present plans or proposals which relate to or would result in causing any of the Company’s securities to be delisted from a national securities exchange.
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(i)
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The Reporting Persons have no present plans or proposals which relate to or would result in a class of securities of the company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended.
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(j)
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The Reporting Persons have no present plans or proposals which relate to or would result in any action similar to any of those enumerated above.
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(a)
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The Reporting Persons beneficially own an aggregate 174,495 shares or 5.8% 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, 2012, which reported that 3,029,183 shares of Class A Common Stock were outstanding as of May 7, 2012, less the number of shares converted into common stock since May 7, 2012 by the Reporting Persons as shown on Schedule 1.
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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 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 1,955,777 shares or 65.0% 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.
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CUSIP No. 419596-20-0 | 13D | Page 6 of 8 Pages |
(b)
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Mr. McGaughey holds sole voting and dispositive power with respect to 65,985 shares held by him. Mr. McGaughey is the general partner of Ridge Partners and may be deemed to hold shared voting and dispositive power with respect to the 108,510 shares held by Ridge Partners.
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(c)
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Except as set forth on Schedule 1 hereto, no transactions in Class A Common Stock were effected in the last 60 days 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.
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(d)
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Not applicable.
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(e)
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Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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CUSIP No. 419596-20-0 | 13D | Page 7 of 8 Pages |
June 12, 2012
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FRANK S. MCGAUGHEY III | ||
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By:
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/s/ Frank S. McGaughey III | |
Frank S. McGaughey III |
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RIDGE PARTNERS, L.P.
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||
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By:
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/s/ Frank S. McGaughey III | |
Frank S. McGaughey III
General Partner |
CUSIP No. 419596-20-0 | 13D | Page 8 of 8 Pages |
Transaction Date
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Nature of Transaction (Acquisition/Disposition)
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Number of Shares
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Price Per Share
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Where and How
Transaction Effected |
3/23/12
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Disposition
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12,000
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$0
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Conversion1
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Transaction Date
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Nature of Transaction (Acquisition/Disposition)
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Number of Shares
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Price Per Share
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Where and How
Transaction Effected |
6/5/12
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Acquisition
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21,400
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$0
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Other2
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Transaction Date
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Nature of Transaction (Acquisition/Disposition)
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Number of Shares
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Price Per Share
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Where and How
Transaction Effected |
6/5/12
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Disposition
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21,400
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$0
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Other3
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6/1/12
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Disposition
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78,600
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$0
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Conversion4
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FRANK S. MCGAUGHEY III | ||
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By:
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/s/ Frank S. McGaughey III | |
Frank S. McGaughey III |
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RIDGE PARTNERS, L.P.
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||
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By:
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/s/ Frank S. McGaughey III | |
Frank S. McGaughey III
General Partner |