CUSIP No. 419596-20-0

13D

Page 1 of 23 Pages

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 12)*

 

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 Leighton Paisner 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)

 

May 6, 2019

 

(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).

 

 

 

 

 

 

CUSIP No. 419596-20-0

13D

Page 2 of 23 Pages

 

1

NAME OF REPORTING PERSONS: H5, L.P.

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(a) x

(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)

 

    ¨
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

1,743 Shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

 

10

SHARED DISPOSITIVE POWER

1,743 Shares of Class A Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,743 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)

0.1%

14

TYPE OF REPORTING PERSON

PN

 

 

 

 

CUSIP No. 419596-20-0

13D

Page 3 of 23 Pages

   

1

NAME OF REPORTING PERSONS: Pine Hill Associates, LLC

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(a) x

(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)

 

    ¨
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

1,743 Shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

 

10

SHARED DISPOSITIVE POWER

1,743 Shares of Class A Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,743 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)

0.1%

14

TYPE OF REPORTING PERSON

CO

 

 

 

 

CUSIP No. 419596-20-0

13D

Page 4 of 23 Pages

 

1

NAME OF REPORTING PERSONS: J. Rawson Haverty, Jr.

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(a) x

(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)

 

    ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION
United States

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH:

7

SOLE VOTING POWER

157,591 Shares of Class A Common Stock

8

SHARED VOTING POWER

107,164 Shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

82,331 Shares of Class A Common Stock

10

SHARED DISPOSITIVE POWER

180,681 Shares of Class A Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

264,755 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)

15.1%

14

TYPE OF REPORTING PERSON

IN

 

 

 

 

CUSIP No. 419596-20-0

13D

Page 5 of 23 Pages

 

1 NAME OF REPORTING PERSONS: Trust Created Under Item VI of the Last Will and Testament of Rawson Haverty Dated July 21, 2003, a/k/a Marital Trust u/w July 21, 2003
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(a) x

(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)

 

    ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION
United States

 

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 		    x
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14

TYPE OF REPORTING PERSON

OO

 

 

 

 

CUSIP No. 419596-20-0

13D

Page 6 of 23 Pages

 

1 NAME OF REPORTING PERSONS: Marital Trust B Dated October 31, 2012 Created by the Trustees of the Trust Created Under Item VI of the Last Will and Testament of Rawson Haverty Dated July 21, 2003
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(a) x

(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)

 

    ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION
United States

 

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 		    x
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14

TYPE OF REPORTING PERSON

OO

 

 

 

 

CUSIP No. 419596-20-0

13D

Page 7 of 23 Pages

 

1

NAME OF REPORTING PERSONS: Margaret Munnerlyn Haverty Revocable Trust Dated August 15, 2007 as Amended and Restated on December 17, 2012

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(a) x

(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)

 

    ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION
United States

 

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 		    x
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14

TYPE OF REPORTING PERSON

OO

 

 

 

 

CUSIP No. 419596-20-0

13D

Page 8 of 23 Pages

 

1

NAME OF REPORTING PERSONS: H5-MHG, LLC

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(a) x

(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)

 

    ¨
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

  37,746 Shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

 

10

SHARED DISPOSITIVE POWER

  37,746 Shares of Class A Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  37,746 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)

 2.1%

14

TYPE OF REPORTING PERSON

CO

 

 

 

 

CUSIP No. 419596-20-0

13D

Page 9 of 23 Pages

 

1

NAME OF REPORTING PERSONS: H5-JMH, LLC

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(a) x

(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)

 

    ¨
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

25,622 Shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

 

10

SHARED DISPOSITIVE POWER

25,622 Shares of Class A Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  25,622 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)

 1.5%

14

TYPE OF REPORTING PERSON

CO

 

 

 

 

CUSIP No. 419596-20-0

13D

Page 10 of 23 Pages

 

1

NAME OF REPORTING PERSONS: H5-JRH, LLC

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(a) x

(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)

 

    ¨
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

  90,140 Shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

 

10

SHARED DISPOSITIVE POWER

  90,140 Shares of Class A Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

   90,140 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)

 5.1%

14

TYPE OF REPORTING PERSON

CO

 

 

 

 

CUSIP No. 419596-20-0

13D

Page 11 of 23 Pages

 

1

NAME OF REPORTING PERSONS: H5-MEH, LLC

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(a) x

(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)

 

    ¨
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

 23,088 Shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

 

10

SHARED DISPOSITIVE POWER

  23,088 Shares of Class A Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  23,088 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)

 1.3%

14

TYPE OF REPORTING PERSON

CO

 

 

 

 

CUSIP No. 419596-20-0

13D

Page 12 of 23 Pages

 

1

NAME OF REPORTING PERSONS: H5-BMH, LLC

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(a) x

(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)

 

    ¨
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

  41,481 Shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

 

10

SHARED DISPOSITIVE POWER

  41,481 Shares of Class A Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  41,481 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)

 2.4%

14

TYPE OF REPORTING PERSON

CO

 

 

 

 

CUSIP No. 419596-20-0

13D

Page 13 of 23 Pages

 

1

NAME OF REPORTING PERSONS: Margaret Haverty Glover

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(a) x

(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)

 

    ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION
United States

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH:

7

SOLE VOTING POWER

 

8

SHARED VOTING POWER

  37,746 Shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

 

10

SHARED DISPOSITIVE POWER

  111,263 Shares of Class A Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  111,263 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)

 6.3%

14

TYPE OF REPORTING PERSON

IN

 

 

 

 

CUSIP No. 419596-20-0

13D

Page 14 of 23 Pages

 

1

NAME OF REPORTING PERSONS: Jane Middleton Haverty

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(a) x

(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)

 

    ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION
United States

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH:

7

SOLE VOTING POWER

 28,816 Shares of Class A Common Stock

8

SHARED VOTING POWER

  25,622 Shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

 28,816 Shares of Class A Common Stock

10

SHARED DISPOSITIVE POWER

  100,882 Shares of Class A Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

129,698 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)

  7.4%

14

TYPE OF REPORTING PERSON

IN

 

 

 

 

CUSIP No. 419596-20-0

13D

Page 15 of 23 Pages

 

1

NAME OF REPORTING PERSONS: Mary Elizabeth Haverty

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(a) x

(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)

 

    ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION
United States

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH:

7

SOLE VOTING POWER

 

8

SHARED VOTING POWER

  23,088 Shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

 

10

SHARED DISPOSITIVE POWER

  96,605 Shares of Class A Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  96,605 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)

 5.5%

14

TYPE OF REPORTING PERSON

IN

 

 

 

 

CUSIP No. 419596-20-0

13D

Page 16 of 23 Pages

  

1

NAME OF REPORTING PERSONS: Ben M. Haverty

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(a) x

(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)

 

    ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION
United States

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH:

7

SOLE VOTING POWER

 

8

SHARED VOTING POWER

   41,481 Shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

 

10

SHARED DISPOSITIVE POWER

  114,998 Shares of Class A Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  114,998 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)

 6.5%

14

TYPE OF REPORTING PERSON

IN

 

 

 

 

CUSIP No. 419596-20-0

13D

Page 17 of 23 Pages

 

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, Amendment No. 9 filed with the SEC on June 29, 2015, Amendment No. 10 filed with the SEC on January 3, 2017, and Amendment No. 11 filed with the SEC on January 3, 2018 (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. 12 is being filed to update the Reporting Persons and to amend and supplement the Schedule 13D as follows. 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 2. Identity and Background

 

Item 2 is hereby amended to include the following:

 

The names of the persons filing this Schedule 13D and, where applicable, their respective places of organization, general partners, and controlling persons and the information regarding them, are as follows:

 

  (a)

(i) H5-MHG, LLC, a Georgia limited liability company (“ H5-MHG ”), and Margaret Haverty Glover, the manager of H5-MHG (“ MHG ”);

(ii) H5-JMH, LLC, a Georgia limited liability company (“ H5-JMH ”), and Jane Middleton Haverty, the manager of H5-JMH (“ JMH ”);

(iii) H5-JRH, LLC, a Georgia limited liability company (“ H5-JRH ”);

(iv) H5-MEH, LLC, a Georgia limited liability company (“ H5-MEH ”), and Mary Elizabeth Haverty, the manager of H5-MEH (“ MEH ”); and

(v) H5-BMH, LLC, a Georgia limited liability company (“ H5-BMH ”), and Ben M. Haverty, the manager of H5-BMH (“ BMH ”);

 

Items (i) through (v) above together with the other persons named in Item 2, collectively, the “ Reporting Persons ”.

 

  (b)

Each of H5-MHG, H5-JMH, H5-JRH, H5-MEH, and H5-BMH has its principal place of business and its principal office at 201 41st Avenue South, Jacksonville Beach, FL, 32250. MHG’s business address is 244 Pablo Road, Ponte Vedra, FL 32082. JMH’s business address is 201 41st Avenue South, Jacksonville, FL 32250. MEH’s business address is 407 Oceanwalk Drive South, Atlantic Beach, FL 32233. BMH’s business address is 3741 Dumbarton Rd., NW, Atlanta, GA 30327.

 

  (c)

The principal business of each of H5-MHG, H5-JMH, H5-JRH, H5-MEH, and H5-BMH is to enter into any lawful business activity, to acquire, operate, lease and hold for investment interests in real estate, partnerships, other limited liability companies, joint ventures and in other forms of real, personal and intangible property. The LLC is managed by its sole manager, Jane Middleton Haverty. MHG’s principal occupation is Sales Associate for JMcLaughlin, Inc., a fashion retailer with an address of 330 A1A North, Suite 214, Ponte Vedrea Beach, FL 32082. JMH’s principal occupation is Attorney for McKael Consulting, LLC, a consulting firm with an address of 201 41st Avenue South, Jacksonville Beach, FL 32250. MEH’s principal occupation is Sales Associate for Tuesday Morning, Inc., a furniture retailer with an address of 840 A1A North, Ponte Vedra, FL 32082. BMH’s principal occupation is Vice President of the Atlanta Retail Services Group for Colliers International, a real estate services organization with an address of 1230 Peachtree Street, Northeast, Suite 800, Atlanta, GA 30309-3574.

 

  (f) Each of MHG, JMH, MEH and BMH is a citizen of the United States of America.

 

 

 

 

CUSIP No. 419596-20-0

13D

Page 18 of 23 Pages

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended to include the following:

 

The shares of the Company’s Class A Common Stock held by each of H5-MHG, H5-JMH, H5-JRH, H5-MEH and H5-BMH were acquired through gift from H5.

 

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 421,508 shares or 24.0% 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 Proxy Statement filed by the Company on April 1, 2019 which reported that 1,757,157 shares of Class A Common Stock were outstanding as of March 15, 2019.

 

    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 and the amendments thereto, as described in Item 6 below, with the Other Class A Shareholders. 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 1,113,991 shares or 63.4% 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 1,743 shares or 0.1% of the Class A Common Stock of the Company. The 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. JMH, as the sole manager of the LLC, has granted Mr. Haverty a proxy with voting power over the shares of Class A Common Stock of the Company held by the Partnership.

 

Mr. Haverty directly owns 80,000 shares or 4.6% of the Class A Common Stock of the Company. Mr. Haverty beneficially owns 264,755 shares or 15.1% of the Class A Common Stock of the Company. Mr. Haverty has sole dispositive power with respect to 82,331 shares of Class A Common Stock and sole voting power with respect to 157,591 shares of Class A Common Stock.

 

    Mr. Haverty and Nan S. Haverty hold shared voting and dispositive power with respect to the 11,228 shares held by the Trust for the Benefit of Hannah Haverty (“ Daughter’s Trust ”). Mr. Haverty and Nan S. Haverty hold shared voting and dispositive power with respect to the 5,796 shares held by the Trust for the Benefit of Rhett Haverty (“ Son’s Trust ”). Mr. Haverty has no pecuniary interest in the shares of the Daughter’s Trust or the Son’s Trust, and disclaims any beneficial ownership in the shares held by the Daughter’s Trust and the Son’s Trust.

  

    Mr. Haverty holds sole voting power and shares dispositive power over the 73,517 shares held by the Mary E. Haverty Foundation (the “ Foundation ”) with the other trustees of the Foundation: MHG, JMH, MEH and BMH. Mr. Haverty, MHG, JMH, MEH and BMH have no pecuniary interest in the shares of the Foundation and disclaim any beneficial ownership in the Foundation’s shares. Mr. Haverty holds sole voting and sole dispositive power over the 2,331 shares held in the J. Rawson Haverty, Jr. Roth Inherited IRA.

 

 

 

 

CUSIP No. 419596-20-0

13D

Page 19 of 23 Pages

 

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, JMH and BMH. 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.

 

H5-MHG beneficially owns 37,746 shares or 2.1% of the Class A Common Stock of the Company. As the manager of H5-MHG, MHG shares voting and dispositive power with H5-MHG with respect to the 37,746 shares of Class A Common Stock of the Company held by H5-MHG.

 

H5-JMH beneficially owns 25,622 shares or 1.5% of the Class A Common Stock of the Company. As the manager of H5-JMH, JMH shares voting and dispositive power with H5-JMH with respect to the 25,622 shares of Class A Common Stock of the Company held by H5-JMH.

 

H5-JRH beneficially owns 90,140 shares or 5.1% of the Class A Common Stock of the Company. As the manager of H5-JRH, Mr. Haverty shares voting and dispositive power with H5-JRH with respect to the 90,140 shares of the Class A Common Stock held by H5-JRH.

 

H5-MEH beneficially owns 23,088 shares or 1.3% of the Class A Common Stock of the Company. As the manager of H5-MEH, MEH shares voting and dispositive power with H5-MEH with respect to the 23,088 shares of Class A Common Stock of the Company held by H5-MEH.

 

H5-BMH beneficially owns 41,481 shares or 2.4% of the Class A Common Stock of the Company. As the manager of H5-BMH, BMH shares voting and dispositive power with H5-BMH with respect to the 41,481 shares of Class A Common Stock of the Company held by H5-BMH.

 

JMH beneficially owns 129,698 shares or 7.4% of the Class A Common Stock of the Company, which includes 25,622 shares held by H5-JMH and 73,517 shares held by the Foundation. JMH holds sole voting and sole dispositive power over the 28,816 shares held by Jane M Haverty Trust dated September 20, 2007.

 

MEH beneficially owns 96,605 shares or 5.5% of the Class A Common Stock of the Company, which includes 23,088 shares held by H5-MEH and 73,517 shares held by the Foundation.

 

MHG beneficially owns 111,263 shares or 6.3% of the Class A Common Stock of the Company, which includes 37,746 shares held by H5-MHG and 73,517 shares held by the Foundation.

 

BMH beneficially owns 114,998 shares or 6.5% of the Class A Common Stock of the Company, which includes 41,481 shares held by H5-BMH and 73,517 shares held by the Foundation.

 

  (c) Except as set forth on Schedule 1 hereto and as described above, 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) On May 8, 2019, the Partnership and the LLC ceased to be the beneficial owner of more than five percent (5%) of the Class A Common Stock of the Company.

  

 

 

 

CUSIP No. 419596-20-0

13D

Page 20 of 23 Pages

 

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

 

Item 6 is hereby amended to include the following:

 

In connection with the disposition of Class A Shares described above and pursuant to the terms of the Class A Shareholders Agreement, the Company and each of H5-MHG, H5-JMH, H5-JRH, H5-MEH and H5-BMH executed counterparts to the Class A Shareholders Agreement, effective May 1, 2019, to admit each of H5-MHG, H5-JMH, H5-JRH, H5-MEH and H5-BMH as parties to the Class A Shareholders Agreement. These signature pages to the Class A Shareholders Agreement are filed as Exhibit 99.1 hereto.

 

The Reporting Persons have entered into the Joint Filing Agreement filed as Exhibit 99.2 hereto.

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit 99.1   Executed Signature Pages to the Class A Shareholders Agreement.
     
Exhibit 99.2   Joint Filing Agreement.

 

 

 

 

CUSIP No. 419596-20-0

13D

Page 21 of 23 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.

 

May 22, 2019 H5, L.P.

 

  By: Pine Hill Associates, LLC, its General Partner

 

  By: /s/ Jane Middleton Haverty
    Jane Middleton Haverty
    Manager of Pine Hill Associates, LLC

 

  PINE HILL ASSOCIATES, LLC
     
  By: /s/ Jane Middleton Haverty
    Jane Middleton Haverty
    Manager
     
  J. RAWSON HAVERTY, JR.
     
  By: /s/ J. Rawson Haverty, Jr.
    J. Rawson Haverty, Jr.
     
  Trust Created Under Item VI of the Last Will and Testament of Rawson Haverty Dated July 21, 2003
     
  By: /s/ J. Rawson Haverty, Jr.
    J. Rawson Haverty, Jr.
    Trustee
     
  By: /s/ Jane Middleton Haverty
    Jane Middleton Haverty
    Trustee

 

  By: /s/ Ben M. Haverty
    Ben M. Haverty
    Trustee
     
  Marital trust b Dated October 31, 2012
     
  By: /s/ J. Rawson Haverty, Jr.
    J. Rawson Haverty, Jr.
    Trustee
     
  By: /s/ Jane Middleton Haverty
    Jane Middleton Haverty
    Trustee

 

 

 

 

CUSIP No. 419596-20-0

13D

Page 22 of 23 Pages

 

  By: /s/ Ben M. Haverty
    Ben M. Haverty
    Trustee

 

  MARGARET MUNNERLYN HAVERTY REVOCABLE TRUST DATED AUGUST 15, 2007 AS AMENDED AND RESTATED ON DECEMBER 17, 2012
     
  By: /s/ J. Rawson Haverty, Jr.
    J. Rawson Haverty, Jr.
    Trustee
     
  By: /s/ Jane Middleton Haverty
    Jane Middleton Haverty
    Trustee
     
  By: /s/ Ben M. Haverty
    Ben M. Haverty
    Trustee

 

  H5-MHG, LLC
     
  By: /s/ Margaret Haverty Glover
    Margaret Haverty Glover
   

Manager

 

  H5-JMH, LLC
     
  By: /s/ Jane Middleton Haverty
    Jane Middleton Haverty
   

Manager

 

  H5-JRH, LLC
     
  By: /s/ J. Rawson Haverty, Jr.
    J. Rawson Haverty, Jr.
   

Manager

 

  H5-MEH, LLC
     
  By: /s/ Mary Elizabeth Haverty
    Mary Elizabeth Haverty
   

Manager

 

  H5-BMH, LLC
     
  By: /s/ Ben M. Haverty
    Ben M. Haverty
    Manager

 

 

 

 

CUSIP No. 419596-20-0

13D

Page 23 of 23 Pages

 

  Margaret Haverty Glover
     
  By: /s/ Margaret Haverty Glover
    Margaret Haverty Glover

 

  Jane Middleton Haverty
     
  By: /s/ Jane Middleton Haverty
    Jane Middleton Haverty

 

  Mary Elizabeth Haverty
     
  By: /s/ Mary Elizabeth Haverty
   

Mary Elizabeth Haverty

 

  Ben M. Haverty
     
  By: /s/ Ben M. Haverty
    Ben M. Haverty

 

 

 

 

SCHEDULE 1

 

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

 

  1. H5, L.P.

 

Transaction
Date 		  Nature of Transaction
(Acquisition/Disposition) 		  Number of Shares     Price Per Share   Where and How
Transaction Effected
May 6, 2019   Disposition     220,617     N/A   Conversion 1
May 7, 2019   Disposition     886     N/A   Conversion 1
May 8, 2019   Disposition     37,746     N/A   Transfer to H5-MHG, LLC
May 8, 2019   Disposition     25,622     N/A   Transfer to H5-JMH, LLC
May 8, 2019   Disposition     90,140     N/A   Transfer to H5-JRH, LLC
May 8, 2019   Disposition     23,088     N/A   Transfer to H5-MEH, LLC
May 8, 2019   Disposition     41,481     N/A   Transfer to H5-BMH, LLC

 

  2. Pine Hill Associates, LLC

 

No transactions.

 

  3. J. Rawson Haverty, Jr.

 

No transactions.

  

  4. Marital Trust

 

No transactions.

 

  5. Marital Trust B

 

No transactions.

 

  6. MMH Trust

 

No transactions.

 

  7. H5-MHG, LLC

 

Transaction
Date 		  Nature of Transaction
(Acquisition/Disposition) 		  Number of Shares     Price Per Share   Where and How
Transaction Effected
May 8, 2019   Acquisition     37,746     N/A   Transfer from H5, L.P.

 

  8. H5-JMH, LLC

 

Transaction
Date 		  Nature of Transaction
(Acquisition/Disposition) 		  Number of Shares     Price Per Share   Where and How
Transaction Effected
May 8, 2019   Acquisition     25,622     N/A   Transfer from H5, L.P.

 

 

 

 

  9. H5-JRH, LLC

 

Transaction
Date 		  Nature of Transaction
(Acquisition/Disposition) 		  Number of Shares     Price Per Share   Where and How
Transaction Effected
May 8, 2019   Acquisition     90,140     N/A   Transfer from H5, L.P.

 

  10. H5-MEH, LLC

 

Transaction
Date 		  Nature of Transaction
(Acquisition/Disposition) 		  Number of Shares     Price Per Share   Where and How
Transaction Effected
May 8, 2019   Acquisition     23,088     N/A   Transfer from H5, L.P.

 

  11. H5-BMH, LLC

 

Transaction
Date 		  Nature of Transaction
(Acquisition/Disposition) 		  Number of Shares     Price Per Share   Where and How
Transaction Effected
May 8, 2019   Acquisition     41,481     N/A   Transfer from H5, L.P.

 

  12. Margaret Haverty Glover

 

No transactions.

 

  13. Jane Middleton Haverty

 

No transactions.

 

  14. Mary Elizabeth Haverty

 

No transactions.

 

  15. Ben M. Haverty

 

No transactions.

 

 

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

 

 

 

 

Exhibit 99.1

Shareholder’s Agreement Signature Pages

 

(See attached.)

 

 

 

 

ACKNOWLEDGMENT AND COUNTERPART SIGNATURE PAGE

TO THE HAVERTY FURNITURE COMPANIES, INC.

CLASS A SHAREHOLDERS AGREEMENT

 

May 1, 2019

 

WHEREAS , as contemplated by that certain Haverty Furniture Companies, Inc. Class A Shareholders Agreement dated June 5, 2012, as amended from time to time (the “ Shareholders Agreement ”), to transfer Class A Stock to a Permitted Transferee, the Permitted Transferee must execute a counterpart signature page to the Shareholders Agreement agreeing to be bound by all of the terms and conditions of the Shareholders Agreement as a Shareholder thereunder;

 

WHEREAS , the undersigned has read the Shareholders Agreement and reviewed the same with the undersigned’s legal and financial advisors to the extent necessary to fully understand the legal consequences of executing this agreement and becoming a party to the Shareholders Agreement; and

 

WHEREAS , any terms used but not defined herein shall have the meanings ascribed to them in the Shareholders Agreement.

 

NOW, THEREFORE, BE IT RESOLVED , in consideration of the foregoing premises, the transfer of the Class A Stock, and of the mutual agreements and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the undersigned, intending to be legally bound, hereby agrees to comply with and be bound by the terms and conditions of the Shareholders Agreement as if the undersigned were an original party and signatory thereto and agrees that this agreement may be appended to the Shareholders Agreement and will constitute the undersigned’s counterpart signature page to the Shareholders Agreement.

 

IN WITNESS WHEREOF , the undersigned has duly executed this agreement as of the day and year first set forth above.

 

  H5-MHG
   
  By: /s/ Margaret Haverty Glover
  Name: Margaret Haverty Glover
  Title: Manager

 

Number of Class A shares subject to the Class A Shareholders Agreement: 37,746

 

 

 

 

ACKNOWLEDGMENT AND COUNTERPART SIGNATURE PAGE

TO THE HAVERTY FURNITURE COMPANIES, INC.

CLASS A SHAREHOLDERS AGREEMENT

 

May 1, 2019

 

WHEREAS , as contemplated by that certain Haverty Furniture Companies, Inc. Class A Shareholders Agreement dated June 5, 2012, as amended from time to time (the “ Shareholders Agreement ”), to transfer Class A Stock to a Permitted Transferee, the Permitted Transferee must execute a counterpart signature page to the Shareholders Agreement agreeing to be bound by all of the terms and conditions of the Shareholders Agreement as a Shareholder thereunder;

 

WHEREAS , the undersigned has read the Shareholders Agreement and reviewed the same with the undersigned’s legal and financial advisors to the extent necessary to fully understand the legal consequences of executing this agreement and becoming a party to the Shareholders Agreement; and

 

WHEREAS , any terms used but not defined herein shall have the meanings ascribed to them in the Shareholders Agreement.

 

NOW, THEREFORE, BE IT RESOLVED , in consideration of the foregoing premises, the transfer of the Class A Stock, and of the mutual agreements and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the undersigned, intending to be legally bound, hereby agrees to comply with and be bound by the terms and conditions of the Shareholders Agreement as if the undersigned were an original party and signatory thereto and agrees that this agreement may be appended to the Shareholders Agreement and will constitute the undersigned’s counterpart signature page to the Shareholders Agreement.

 

IN WITNESS WHEREOF , the undersigned has duly executed this agreement as of the day and year first set forth above.

 

  H5-JMH
   
  By: /s/ Jane Middleton Haverty
  Name: Jane Middleton Haverty
  Title: Manager

 

Number of Class A shares subject to the Class A Shareholders Agreement: 25,622

 

 

 

 

ACKNOWLEDGMENT AND COUNTERPART SIGNATURE PAGE

TO THE HAVERTY FURNITURE COMPANIES, INC.

CLASS A SHAREHOLDERS AGREEMENT

 

May 1, 2019

 

WHEREAS , as contemplated by that certain Haverty Furniture Companies, Inc. Class A Shareholders Agreement dated June 5, 2012, as amended from time to time (the “ Shareholders Agreement ”), to transfer Class A Stock to a Permitted Transferee, the Permitted Transferee must execute a counterpart signature page to the Shareholders Agreement agreeing to be bound by all of the terms and conditions of the Shareholders Agreement as a Shareholder thereunder;

 

WHEREAS , the undersigned has read the Shareholders Agreement and reviewed the same with the undersigned’s legal and financial advisors to the extent necessary to fully understand the legal consequences of executing this agreement and becoming a party to the Shareholders Agreement; and

 

WHEREAS , any terms used but not defined herein shall have the meanings ascribed to them in the Shareholders Agreement.

 

NOW, THEREFORE, BE IT RESOLVED , in consideration of the foregoing premises, the transfer of the Class A Stock, and of the mutual agreements and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the undersigned, intending to be legally bound, hereby agrees to comply with and be bound by the terms and conditions of the Shareholders Agreement as if the undersigned were an original party and signatory thereto and agrees that this agreement may be appended to the Shareholders Agreement and will constitute the undersigned’s counterpart signature page to the Shareholders Agreement.

 

IN WITNESS WHEREOF , the undersigned has duly executed this agreement as of the day and year first set forth above.

 

  H5-JRH
   
  By: /s/ J. Rawson Haverty, Jr.
  Name: J. Rawson Haverty, Jr.
  Title: Chief Executive Officer

 

Number of Class A shares subject to the Class A Shareholders Agreement: 90,140

 

 

 

 

ACKNOWLEDGMENT AND COUNTERPART SIGNATURE PAGE

TO THE HAVERTY FURNITURE COMPANIES, INC.

CLASS A SHAREHOLDERS AGREEMENT

 

May 1, 2019

 

WHEREAS , as contemplated by that certain Haverty Furniture Companies, Inc. Class A Shareholders Agreement dated June 5, 2012, as amended from time to time (the “ Shareholders Agreement ”), to transfer Class A Stock to a Permitted Transferee, the Permitted Transferee must execute a counterpart signature page to the Shareholders Agreement agreeing to be bound by all of the terms and conditions of the Shareholders Agreement as a Shareholder thereunder;

 

WHEREAS , the undersigned has read the Shareholders Agreement and reviewed the same with the undersigned’s legal and financial advisors to the extent necessary to fully understand the legal consequences of executing this agreement and becoming a party to the Shareholders Agreement; and

 

WHEREAS , any terms used but not defined herein shall have the meanings ascribed to them in the Shareholders Agreement.

 

NOW, THEREFORE, BE IT RESOLVED , in consideration of the foregoing premises, the transfer of the Class A Stock, and of the mutual agreements and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the undersigned, intending to be legally bound, hereby agrees to comply with and be bound by the terms and conditions of the Shareholders Agreement as if the undersigned were an original party and signatory thereto and agrees that this agreement may be appended to the Shareholders Agreement and will constitute the undersigned’s counterpart signature page to the Shareholders Agreement.

 

IN WITNESS WHEREOF , the undersigned has duly executed this agreement as of the day and year first set forth above.

 

  H5-MEH
   
  By: /s/ Mary Elizabeth Haverty
  Name: Mary Elizabeth Haverty
  Title: Chief Executive Officer

 

Number of Class A shares subject to the Class A Shareholders Agreement: 23,088

 

 

 

 

ACKNOWLEDGMENT AND COUNTERPART SIGNATURE PAGE

TO THE HAVERTY FURNITURE COMPANIES, INC.

CLASS A SHAREHOLDERS AGREEMENT

 

May 1, 2019

 

WHEREAS , as contemplated by that certain Haverty Furniture Companies, Inc. Class A Shareholders Agreement dated June 5, 2012, as amended from time to time (the “ Shareholders Agreement ”), to transfer Class A Stock to a Permitted Transferee, the Permitted Transferee must execute a counterpart signature page to the Shareholders Agreement agreeing to be bound by all of the terms and conditions of the Shareholders Agreement as a Shareholder thereunder;

 

WHEREAS , the undersigned has read the Shareholders Agreement and reviewed the same with the undersigned’s legal and financial advisors to the extent necessary to fully understand the legal consequences of executing this agreement and becoming a party to the Shareholders Agreement; and

 

WHEREAS , any terms used but not defined herein shall have the meanings ascribed to them in the Shareholders Agreement.

 

NOW, THEREFORE, BE IT RESOLVED , in consideration of the foregoing premises, the transfer of the Class A Stock, and of the mutual agreements and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the undersigned, intending to be legally bound, hereby agrees to comply with and be bound by the terms and conditions of the Shareholders Agreement as if the undersigned were an original party and signatory thereto and agrees that this agreement may be appended to the Shareholders Agreement and will constitute the undersigned’s counterpart signature page to the Shareholders Agreement.

 

IN WITNESS WHEREOF , the undersigned has duly executed this agreement as of the day and year first set forth above.

 

  H5-BMH
   
  By: /s/ Ben M. Haverty
  Name: Ben M. Haverty
  Title: Chief Executive Officer

 

Number of Class A shares subject to the Class A Shareholders Agreement: 41,481

 

 

 

 

Exhibit 99.2

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them on Schedule 13D and any amendments thereto with respect to the Class A Common Stock of Haverty Furniture Companies, Inc. and agree that this Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

 

IN WITNESS WHEREOF, the parties hereto have caused this Joint Filing Agreement to be executed as of May 22, 2019.

 

[ Signature Page Follows ]

 

 

 

 

  H5, L.P.

 

  By: Pine Hill Associates, LLC, its General Partner

 

  By: /s/ Jane Middleton Haverty
    Jane Middleton Haverty
    Manager of Pine Hill Associates, LLC

 

  PINE HILL ASSOCIATES, LLC
     
  By: /s/ Jane Middleton Haverty
    Jane Middleton Haverty
    Manager
     
  J. RAWSON HAVERTY, JR.
     
  By: /s/ J. Rawson Haverty, Jr.
    J. Rawson Haverty, Jr.
     
  Trust Created Under Item VI of the Last Will and Testament of Rawson Haverty Dated July 21, 2003
     
  By: /s/ J. Rawson Haverty, Jr.
    J. Rawson Haverty, Jr.
    Trustee
     
  By: /s/ Jane Middleton Haverty
    Jane Middleton Haverty
    Trustee

 

  By: /s/ Ben M. Haverty
    Ben M. Haverty
    Trustee
     
  Marital trust b Dated October 31, 2012
     
  By: /s/ J. Rawson Haverty, Jr.
    J. Rawson Haverty, Jr.
    Trustee
     
  By: /s/ Jane Middleton Haverty
    Jane M. Haverty
    Trustee
     
  By: /s/ Ben M. Haverty
    Ben M. Haverty
    Trustee

 

[ Signature Page to Joint Filing Agreement ]

 

 

 

 

  MARGARET MUNNERLYN HAVERTY REVOCABLE TRUST DATED AUGUST 15, 2007 AS AMENDED AND RESTATED ON DECEMBER 17, 2012
     
  By: /s/ J. Rawson Haverty, Jr.
    J. Rawson Haverty, Jr.
    Trustee
     
  By: /s/ Jane Middleton Haverty
    Jane Middleton Haverty
    Trustee
     
  By: /s/ Ben M. Haverty
    Ben M. Haverty
    Trustee

 

  H5-MHG, LLC
     
  By: /s/ Margaret Haverty Glover
    Margaret Haverty Glover
   

Manager

 

  H5-JMH, LLC
     
  By: /s/ Jane Middleton Haverty
    Jane Middleton Haverty
   

Manager

 

  H5-JRH, LLC
     
  By: /s/ J. Rawson Haverty, Jr.
    J. Rawson Haverty, Jr.
   

Manager

 

  H5-MEH, LLC
     
  By: /s/ Mary Elizabeth Haverty
    Mary Elizabeth Haverty
   

Manager

 

  H5-BMH, LLC
     
  By: /s/ Ben M. Haverty
    Ben M. Haverty
    Manager

 

 

 

Margaret Haverty Glover

     
  By: /s/ Margaret Haverty Glover
    Margaret Haverty Glover

 

[ Signature Page to Joint Filing Agreement ]

 

 

 

 

  Jane Middleton Haverty
     
  By: /s/ Jane Middleton Haverty
    Jane Middleton Haverty

 

  Mary Elizabeth Haverty
     
  By: /s/ Mary Elizabeth Haverty
   

Mary Elizabeth Haverty

 

  Ben M. Haverty
     
  By: /s/ Ben M. Haverty
    Ben M. Haverty

 

[ Signature Page to Joint Filing Agreement ]