Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
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)
 
Eliot Robinson
Bryan Cave LLP
One Atlantic Center
Fourteenth Floor
1201 West Peachtree Street, NW
Atlanta, GA 30309
Telephone: (404) 572-6785
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
 
October 31, 2012
(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 o.
 
*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 7 Pages
 
1
NAME OF REPORTING PERSONS:  Villa Clare Partners, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
 x
o
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
603,497 Shares of Class A Common Stock
9
SOLE DISPOSITIVE POWER
 
10
SHARED DISPOSITIVE POWER
603,497 Shares of Class A Common Stock
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
603,497 Shares of Class A Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.1%
14
TYPE OF REPORTING PERSON
PN
 
 
 
 
 
CUSIP No. 419596-20-0 13D Page 3 of 7 Pages
 
1
NAME OF REPORTING PERSONS:  West Wesley Associates, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
 x
o
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
603,497 Shares of Class A Common Stock
9
SOLE DISPOSITIVE POWER
 
10
SHARED DISPOSITIVE POWER
603,497 Shares of Class A Common Stock
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
603,497 Shares of Class A Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.1%
14
TYPE OF REPORTING PERSON
CO
 
 
 
 
 
CUSIP No. 419596-20-0 13D Page 4 of 7 Pages
 
1
NAME OF REPORTING PERSONS:  Clarence H. Smith
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
 x
o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS                                                      OO/PF
 
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
65,130 Shares of Class A Common Stock
8
SHARED VOTING POWER
605,447 Shares of Class A Common Stock
9
SOLE DISPOSITIVE POWER
65,130 Shares of Class A Common Stock
10
SHARED DISPOSITIVE POWER
605,447 Shares of Class A Common Stock
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
670,577 Shares of Class A Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.5%
14
TYPE OF REPORTING PERSON
IN
 
 
 
 
 
CUSIP No. 419596-20-0 13D Page 5 of 7 Pages
 
    Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission on June 1, 2007 (the “Original Schedule 13D”) and Amendment No. 1 to the Original Schedule 13D filed with the Securities and Exchange Commission on June 12, 2012 (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. 2 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.
Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated in its entirety to read as follows:
 
(a)
The Reporting Persons beneficially own an aggregate 670,577 shares or 23.5% 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 September 30, 2012, which reported that 2,857,223 shares of Class A Common Stock were outstanding as of October 31, 2012.
 
 
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 1,836,641 shares or 64.3% 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)
The Partnership beneficially owns 603,497 shares or 21.1% of the Class A Common Stock of the Company. West Wesley Associates, LLC is the general partner of the Partnership and holds shared voting and dispositive power with the Partnership with respect to the shares owned by the Partnership.
 
 
Mr. Smith beneficially owns 670,577 shares or 23.5% of the Class A Common Stock of the Company. Mr. Smith has sole voting and dispositive power with respect to 65,130 shares of Class A Common Stock. Mr. Smith shares voting and dispositive power with respect to 1,950 shares of Class A Common Stock with his wife, Lamar Smith. As the manager of West Wesley Associates, LLC, the Partnership’s general partner, Mr. Smith shares with the Partnership and its general partner voting and dispositive power with respect to the 603,497 shares of Class A Common Stock held by the Partnership. Mr. Smith disclaims beneficial ownership of the shares held by the Partnership except to the extent of his pecuniary interest therein.
 
(c)
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.
 
(d)
Not applicable.
 
(e)
Not applicable.
 
 
 
 
 
CUSIP No. 419596-20-0 13D Page 6 of 7 Pages
 
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.
 
November 15, 2012
 VILLA CLARE PARTNERS, L.P.  
       
 
By:
/s/ Clarence H. Smith  
    Clarence H. Smith  
   
Manager of West Wesley Associates, LLC
(general partner of Villa Clare Partners, L.P.)
  
 
 
WEST WESLEY ASSOCIATES, LLC
  
       
 
By:
/s/ Clarence H. Smith  
   
Clarence H. Smith
Manager
  
 
 
CLARENCE H. SMITH
  
       
 
By:
 /s/ Clarence H. Smith   
   
Clarence H. Smith
  
 
 
 
 
 
CUSIP No. 419596-20-0 13D Page 7 of 7 Pages
 
SCHEDULE 1
 
Shares of Class A Common Stock Acquired or Disposed of by the Reporting Persons in the Last 60 Days
 
1.       Clarence H. Smith
 
          No transactions.
 
2.      Villa Clare Partners, L.P.
 
          No transactions.
 
3.       H5, L.P.
 
Transaction Date
Nature of Transaction (Acquisition/Disposition)
Number of Shares
Price Per Share
Where and How
Transaction Effected
8/28/12
Disposition
10,000
N/A
Conversion1
10/31/12 Disposition 188,630 N/A Disposition2
 
4.       J. Rawson Haverty, Jr.
 
Transaction Date
Nature of Transaction (Acquisition/Disposition)
Number of Shares
Price Per Share
Where and How
Transaction Effected
6/4/12
Disposition
9,600
N/A
Conversion3
6/15/12
Disposition
 26,160
N/A
Conversion4
 
5.       Marital Trust
 
Transaction Date
Nature of Transaction (Acquisition/Disposition)
Number of Shares
Price Per Share
Where and How
Transaction Effected
10/31/12
Acquisition
188,630
$14.815
Distribution5
11/1/12
Disposition
 67,700 N/A Transfer6
 11/14/12
Disposition
 120,930 N/A Transfer7
 
6.       Marital Trust B
 
Transaction Date
Nature of Transaction (Acquisition/Disposition)
Number of Shares
Price Per Share
Where and How
Transaction Effected
11/1/12
Acquisition
67,700
N/A
Transfer8
11/14/12 Acquisition 120,930
N/A
 Transfer9
11/14/12 Disposition 67,700
N/A
 Conversion10
 
7.       Frank S. McGaughey III
  
          No transactions.
 
8.       Ridge Partners, L.P.
 
           No transactions.

1
Conversion of Class A Common Stock into common stock of the Company.
2
Distribution of Class A Common Stock to limited partners of H5.
3
Conversion of Class A Common Stock held by the Margaret Munnerlyn Haverty Revocable Trust (the "Trust") to common stock of the Company.
4
Conversion of Class A Common Stock held by the Trust to common stock of the Company.  As a result of this transaction, the Trust ceased to hold any shares of Class A Common Stock.
5
Acquisition of Class A Common Stock from limited partners of H5 in partial repayment of promissory notes from each limited partner in favor of the Marital Trust.
6
Transfer of Class A Common Stock to Marital Trust B in connection with the division of the Marital Trust.
7
Transfer of Class A Common Stock to Marital Trust B.
8
Transfer of Class A Common Stock from Marital Trust in connection with the division of the Marital Trust.
9
Acquisition of Class A Common Stock from Marital Trust.
10
Conversion of Class A Common Stock into common stock of the Company.