Haverty Furniture Companies Inc – ‘8-A12B’ on 8/25/98

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Haverty Furniture Companies, Inc.                      6     29K 

Document Table of Contents

8-A12B
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 ---------------

FORM 8-A

 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
 PURSUANT TO SECTION 12(b) OR (g) OF THE
 SECURITIES EXCHANGE ACT OF 1934

 ---------------

 HAVERTY FURNITURE COMPANIES, INC.
(Exact name of registrant as specified in its charter)

MARYLAND                                 58-0281900 
(State of incorporation or organization)            (I.R.S. Employer            
                                           Identification No.)

 866 WEST PEACHTREE STREET, N.W.
ATLANTA, GEORGIA 30308
 TELEPHONE: (404) 881-1911
 (Address, including zip code, of principal executive offices)

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:               

  Title of each class                   Name of each exchange on which
  to be so registered                   each class is to be registered
  -------------------                   ------------------------------

COMMON STOCK, $1.00 PAR VALUE                NEW YORK STOCK EXCHANGE, INC.      
CLASS A COMMON STOCK, $1.00 PAR VALUE                                           

 ---------------

IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF DEBT SECURITIES AND IS   
EFFECTIVE UPON FILING PURSUANT TO GENERAL INSTRUCTION A.(C)(1), PLEASE CHECK THE
FOLLOWING BOX. [ ]                                                              

IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF DEBT SECURITIES AND IS TO
BECOME EFFECTIVE SIMULTANEOUSLY WITH THE EFFECTIVENESS OF A CONCURRENT          
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PURSUANT TO GENERAL     
INSTRUCTION A.(C)(2), PLEASE CHECK THE FOLLOWING BOX. [ ]                       

 ---------------

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:               

NONE
 -----------------------
(Title of Class)

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ITEM 1.    DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED              

GENERAL                                                                         

           The Company has authorized securities comprised of the following: (i)
50,000,000 shares of $1.00 par value Common Stock (the "Common Stock"), (ii)    
15,000,000 shares of $1.00 par value Class A Common Stock ("Class A Common      
Stock"), and (iii) 1,000,000 shares of $1.00 par value Preferred Stock (the     
"Preferred Stock").                                                             

          Except as described below, the Common Stock and Class A Common Stock
rank pari passu and possess equal rights and privileges on a share-for-share    
basis, including any rights to liquidating or other distributions. Stockholders 
do not have cumulative voting rights, nor do they have preemptive or other      
rights to subscribe for additional shares of any voting securities of the       
Company. Upon liquidation, dissolution or winding-up of the Company subject to  
the preferential rights of any outstanding shares of Preferred Stock, the assets
legally available for distribution to stockholders will be distributable ratably
among the holders of the shares of all classes of common stock at that time     
outstanding. No classes of common stock will have any liability for further     
calls or assessments respecting such shares.                                    

COMMON STOCK                                                                    

    In all elections of directors, the holders of Common Stock are
entitled, voting separately as a class, to elect 25% of the total number of     
directors of the Company. If such 25% is not a whole number, then the holders of
Common Stock are entitled to elect the nearest higher whole number of directors 
that is at least 25% of the total membership of the Board of Directors. In all  
other matters, unless otherwise provided in the Articles of Incorporation or as 
provided by law, each share of the Common Stock has one vote and votes with all 
other classes of the common stock of the Company as a single class.             

        The Common Stock is entitled to a dividend of at least 105% of any
dividend paid on the shares of Class A Common Stock (except dividends payable in
equity shares of the Company). The Board of Directors may declare and pay       
dividends on the Common Stock (except dividends payable in shares of Common     
Stock) without declaring dividends on the Class A Common Stock. If any dividend 
is declared and paid on the Class A Common Stock in shares of Common Stock or   
Class A Common Stock, a like dividend must be paid on the Common Stock in shares
of Common Stock. The Company may not declare any dividend on shares of Common   
Stock payable in shares of Class A Common Stock. Shares of Common Stock are not 
convertible into any other class of equity securities of the Company.           

     If, as of the record date of any stockholders' meeting at which
directors are to be elected, the number of issued and outstanding shares of     
Common Stock constitutes less than 10% of the aggregate number of issued and    
outstanding shares of both Common Stock and Class A Common Stock, then all      
directors to be elected at such meeting will be elected by the holders of Common
Stock and Class A Common Stock voting together as a single class; provided,     
however, that the holders of Common Stock will have one vote per share and the  
holders of Class A Common Stock will have ten votes per share with respect to   
such election.                                                                  

CLASS A COMMON STOCK                                                            

        In all elections of directors, the holders of Class A Common Stock
are entitled, voting separately as a class, to elect 75% of the members of the  
Board of Directors. In all other matters, unless otherwise provided in the      
Articles of Incorporation or as provided by law, each share of Class A Common   
Stock has ten votes and votes with all other classes of the common stock of the 
Company as a single class.                                                      

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        The Class A Common Stock is convertible on a share-for-share basis
into Common Stock at any time at the election of the holder.                    

          The Company may not declare any dividend on the Class A Common Stock
(except dividends payable in equity securities of the Company), unless          
concurrently there is declared and paid on the Common Stock a dividend of not   
less than 105% of the amount of the dividend declared and paid on the Class A   
Common Stock. However, if the Company declares and pays a dividend on the Common
Stock in shares of Common Stock, it must concurrently declare and pay a like    
dividend on the Class A Common Stock in shares of Common Stock or Class A Common
Stock. The Company may not declare or pay any dividend in shares of Class A     
Common Stock on any equity securities of the Company other than Class A Common  
Stock.                                                                          

      If, as of the record date for any stockholders' meeting at which
directors are to be elected the number of issued and outstanding shares of Class
A Common Stock falls below 750,000, then those directors who would otherwise be 
elected by the holders of Class A Common Stock at such meeting as provided in   
the Articles of Incorporation will be elected by the holders of Class A Common  
Stock and Common Stock voting together as a single class; provided, however,    
that the holders of Class A Common Stock will have ten votes per share and the  
holders of Common Stock will have one vote per share with respect to such       
election.                                                                       

PREFERRED STOCK                                                                 

      The Company is authorized to issue 1,000,000 shares of Preferred
Stock, none of which is outstanding. The Board of Directors has the power,      
without further action by the stockholders, to divide any and all shares of     
Preferred Stock into series and to fix and determine the relative rights and    
preferences of the Preferred Stock, such as the designation of series and the   
number of shares constituting such series, dividend rights, redemption and      
sinking fund provisions, liquidating and dissolution preferences, conversion or 
exchange rights and voting rights, if any. However, with respect to voting      
rights, if the Preferred Stock is permitted to vote in the election of          
directors, such shares will be entitled to only one vote and will vote with the 
Class A Common Stock. On other matters, the Preferred Stock may not have more   
than one vote per share and will not be entitled to vote separately as a class, 
but rather will vote with the holders of Class A Common Stock and Common Stock  
as a single class. Issuances of Preferred Stock by the Board of Directors may   
result in such shares having senior dividend and/or liquidation preferences to  
the holders of shares of Common Stock and Class A Common Stock and may dilute   
the voting rights of such holders. Preferred Stock shall not be convertible into
or exchangeable for Class A Common Stock. Issuances of Preferred Stock, while   
providing desirable flexibility in connection with possible acquisitions and    
other corporate purposes, could, among other things, adversely affect the voting
rights of the Common Stock. In addition, the issuance of Preferred Stock could  
make it more difficult for a third party to acquire a majority of the           
outstanding voting stock. Accordingly, the issuance of Preferred Stock may be   
used as an "anti-takeover" device without further action on the part of the     
stockholders of the Company.                                                    

CERTAIN PROVISIONS OF ARTICLES OF INCORPORATION                                 

     The Company presently has certain provisions in its Articles of
Incorporation (the "Articles of Incorporation") which may have the effect,      
either alone or in combination with each other, of impeding or discouraging a   
tender offer or takeover attempt that is opposed by the Board of Directors but  
that a stockholder might consider to be in such stockholder's best interest.    
Article Eighteenth of the Articles of Incorporation requires the affirmative    
vote of at least two-thirds of all votes entitled to be cast on the matter in   
order to approve certain business combinations with any person who owns 5% or   
more of any                                                                     

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class of the Company's outstanding common stock ("related person"), unless such 
transaction receives the prior approval of three-fourths of the entire          
membership of the Board of Directors. The term "business combination" includes  
any merger or consolidation of the Company, any sale of all or substantially all
of the assets of the Company or the issuance or exchange of common stock of the 
Company for cash, assets and/or securities. Article Nineteenth of the Articles  
of Incorporation, known as the "Fair Price Article," requires that certain price
criteria and procedural safeguards for the protection of noncontrolling         
stockholders be observed by any related person who wishes to effect a business  
combination with the Company. If these procedural safeguards are not complied   
with, the proposed business combination must be approved by the affirmative vote
of a majority of all votes entitled to be cast on the matter, excluding the     
votes entitled to be cast by the related person. The requirements of the Fair   
Price Article are in addition to the requirements set forth in the Eighteenth   
Article. Finally, Article Twentieth of the Articles of Incorporation, known as  
the "Business Judgment Article," allows the Board of Directors in evaluating an 
"Acquisition Proposal" (for example, a tender offer) to consider all relevant   
factors involved in the proposal and not just the consideration being offered to
stockholders in relation to the then current market price of the Company's      
stock. The Business Judgment Article allows the Board to take into consideration
its estimation of the future value of the Company, as well as other factors it  
deems relevant.                                                                 

CERTAIN PROVISIONS OF MARYLAND LAW                                              

        Business Combinations. Under the Maryland General Corporation Law,
certain "business combinations (including a merger, consolidation, share        
exchange, or, in certain circumstances, an asset transfer or issuance of equity 
securities) between a Maryland corporation and any person who beneficially owns 
10% or more of the corporation's stock (an "Interested Stockholder") must be:   
(a) recommended by the corporation's; and (b) approved by the affirmative vote  
of at least (i) 80% of the corporation's outstanding shares entitled to vote and
(ii) two-thirds of the outstanding shares entitled to vote which are not held by
the Interested Stockholder with whom the business combination is to be effected.
In connection with mergers, consolidations or share exchanges, these            
requirements do not apply if the corporation's common stockholders receive a    
minimum price (as defined in the statute) for their shares and the consideration
is received in cash or in the same form as previously paid by the Interested    
Stockholder for his shares. In addition, an Interested Stockholder or any       
affiliate thereof may not engage in a "business combination" with the           
corporation for a period of five years following the date he becomes an         
Interested Stockholder. These provisions of Maryland law do not apply, however, 
to business combinations that are approved or exempted by the board of directors
of a Maryland corporation.                                                      

      Control Share Acquisitions. The Maryland General Corporation Law
provides that "control shares" of a Maryland corporation acquired in a "control 
share acquisition" may not be voted except to the extent approved by a vote of  
two-thirds of the votes entitled to be cast by stockholders, excluding shares   
owned by the control sh are acquirer, officers and directors who are employees  
of the corporation. "Control shares" are shares which, if aggregated with all   
other shares previously acquired which the person is entitled to vote, would    
entitle the acquirer to vote (i) 20% or more but less than one-third, (ii)      
one-third or more but less than a majority, or (iii) a majority of the          
outstanding shares. Control shares do not include shares the acquiring person is
entitled to vote because stockholder approval has previously been obtained. A   
"control share acquisition" means the acquisition of control shares, subject to 
certain exceptions.                                                             

   A person who has made or who proposes to make a control share
acquisition and who has obtained a definitive financing agreement with a        
responsible financial institution providing for any amount of financing not to  
be provided by the acquiring person may compel the corporation's board of       
directors to call a special meeting of stockholders to be held within 50 days of
demand to consider the voting rights                                            

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of the shares. If no request for a meeting is made, the corporation may itself  
present the question at any stockholders meeting.                               

           Subject to certain conditions and limitations, a Maryland corporation
may redeem any or all of the control shares, except those for which voting      
rights have previously been approved, for fair value determined, without regard 
to voting rights, as of the date of the last control share acquisition or of any
meeting of stockholders at which the voting rights of such shares are considered
and not approved. If voting rights for control shares are approved at a         
stockholders meeting and the acquirer is entitled to exercise or direct the     
exercise of a majority or more of all voting power, all other stockholders may  
exercise appraisal rights. The fair value of the shares as determined for       
purposes of such appraisal rights may not be less than the highest price per    
share paid in the control share acquisition, and certain limitations and        
restrictions otherwise applicable to the exercise of dissenters' rights do not  
apply in the context of a control share acquisition. The control share          
acquisition statute does not apply to shares acquired in a merger, consolidation
or share exchange if the corporation is a party to the transaction, or to       
acquisitions approved or excepted by the charter or bylaws of the corporation.  

INDEMNIFICATION AND LIMITED LIABILITY                                           

           The Fifteenth Article of the Articles of Incorporation of the Company
provides that, to the fullest extent permitted by Maryland law, no director or  
corporate officer of the Company shall have any liability to the Company or its 
stockholders for damages. The Fifteenth Article further provides that the       
Company shall indemnify and advance expenses to its directors and corporate     
officers to the fullest extent that indemnification of directors is permitted by
Maryland law. Article VII, Section 7 of the Company's By-Laws further provides  
that such indemnification and advancement of expenses are not exclusive of any  
other rights to which a director may be entitled.                               

           Section 2-418 of the Maryland General Corporation Law provides, under
certain circumstances, for the indemnification of any director made a party to  
any proceeding by reason of serving as a director of a corporation against      
judgments, penalties, fines, settlements and reasonable expenses actually       
incurred by the director in connection with the proceeding.                     

     The Company maintains director and officer liability insurance.

REGISTRAR AND TRANSFER AGENT                                                    

           The Company's registrar and transfer agent is SunTrust Bank, Atlanta,
Georgia.                                                                        

ITEM 2.    EXHIBITS                                                             

         All exhibits required by Instruction II to Item 2. will be supplied
to the New York Stock Exchange, Inc.                                            

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 SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of    
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.                       

                         HAVERTY FURNITURE COMPANIES, INC.

            By:/s/ John E. Slater, Jr.
                                   -------------------------------------------
           John E. Slater, Jr.
                             President and Chief Executive Officer

Date:    August 25, 1998                                                        

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