UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 10)*

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, GA 30309

Telephone: (404) 572-6926

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

December 15, 2016

(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 ¨.

*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).

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on July 24, 2007 (the “Original Schedule 13D”), Amendment No. 1 to the Original Schedule 13D filed with the SEC on March 24, 2010, Amendment No. 2 filed with the SEC on June 14, 2012, Amendment No. 3 filed with the SEC on November 15, 2012, Amendment No. 4 filed with the SEC on March 21, 2013, Amendment No. 5 filed with the SEC on May 15, 2013, Amendment No. 6 filed with the SEC on July 18, 2013, Amendment No. 7 filed with the SEC on December 17, 2013, Amendment No. 8 filed with the SEC on January 13, 2015, and Amendment No. 9 filed with the SEC on June 29, 2015 (such amendments, together with the Original Schedule 13D, 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. 10 is being filed to reflect updated information regarding the beneficial ownership of the Reporting Persons. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety to read as follows:

None of the Marital Trust, Marital Trust B or the MMH Trust currently hold any Class A Common Stock. The trustees of each of the Marital Trust, Marital Trust B and the MMH Trust are Mr. Haverty, Jane M. Haverty and Ben M. Haverty. Mr. Haverty disclaims beneficial ownership of the shares held from time to time by Marital Trust, Marital Trust B, and the MMH Trust, except to the extent of any pecuniary interest he may have therein.

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

Item 6 is amended to include the following:

On December 30, 2016, the Reporting Persons and the Other Class A Shareholders executed that certain Amendment of Class A Shareholders Agreement to remove Frank S. McGaughey, III (now the Estate of Frank S. McGaughey, III), Ridge Partners, L.P. and Richard N. McGaughey as parties to the Class A Shareholders Agreement, effective immediately upon execution. The Amendment of Class A Shareholders Agreement is filed as Exhibit 99.1 hereto.

Item 7. Material to be Filed as Exhibits.

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.

 

CUSIP No.   419596-20-0

13D

SCHEDULE 1

Shares of Class A Common Stock Acquired or Disposed of by the Reporting Persons in the last 60 days

No transactions.

No transactions.

No transactions.

¹ Conversion of Class A Common Stock of the Company into common stock of the Company.

² Conversion of Class A Common Stock of the Company into common stock of the Company.

Exhibit 99.1

AMENDMENT TO CLASS A SHAREHOLDERS AGREEMENT

This Amendment to Class A Shareholders Agreement (this “Amendment”) is entered into as of December 30, 2016, by and among Haverty Furniture Companies, Inc., a Maryland corporation (the “Company”) and the holders of Class A Common Stock, par value $1.00 per share (the “Class A Stock”), of the Company set forth on the signature page hereto (collectively, the “Shareholders,” and individually, a “Shareholder”; the Shareholders and the Company, together, the “Parties”) and amends that certain Class A Shareholders Agreement, dated as of June 5, 2012, by and among the Parties (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”).

RECITALS:

WHEREAS, following the conversion of all of the shares of Class A Stock held by The Estate of Frank S. McGaughey, III (successor to Frank S. McGaughey, III) (the “Estate”), the Estate no longer holds any Class A Stock;

WHEREAS, following the conversion of all of the shares of Class A Stock held by Ridge Partners, L.P. (the “Partnership”), the Partnership no longer holds any Class A Stock;

WHEREAS, Richard N. McGaughey (“R. McGaughey”) no longer holds Class A Stock; and

WHEREAS, the Parties wish to amend the Agreement to remove the Estate, the Partnership and R. McGaughey (the “Removed Parties”) as parties to the Agreement and to update Annex I to the Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and the mutual benefits to be derived hereunder and thereunder, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby affirm and agree to the following:

1.          Amendment. The Parties hereby amend the Agreement to remove the Removed Parties as parties to the Agreement, and the Removed Parties shall have no further rights or obligations with respect to the Agreement following the date of this Amendment. Further, the Parties hereby amend and restate Annex I to the Agreement in its entirety to read as set forth on Annex I attached to this Amendment. Except as herein expressly amended, the Agreement shall remain in full force and effect in accordance with its terms.

2.          Miscellaneous.

a.           Further Assurances. Each Party hereto agrees to perform any further acts and to execute and deliver any further documents and instruments as may be reasonably necessary or desirable to implement and/or accomplish the provisions of this Amendment and the transactions contemplated herein.

b.           Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. This Amendment is solely for the benefit of the Parties, and no other person or entity is entitled to rely upon or benefit from this Amendment or any term hereof.

c.           Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Maryland (without giving effect to its conflicts of law principles).

d.           Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original Amendment, but all of which, taken together, shall constitute one and the same Amendment. A signed copy of this Amendment delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

[Signature Page to Amendment to Class A Shareholder Agreement]

ANNEX I

Holders of Class A Stock – Shareholders