<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
The Liberty Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
[Liberty logo]
- --------------------------------------------------------------------------------
The Liberty Corporation Box 789 Greenville, SC 29602-0789
March 31, 1995
Dear Shareholder:
You are cordially invited to attend the 1995 Annual Meeting of Shareholders
of The Liberty Corporation on Tuesday, May 2, 1995, at 10:30 a.m. in the
Company's Headquarters Building located at 2000 Wade Hampton Boulevard,
Greenville, South Carolina.
The items of business to be acted on during the meeting include the
election of four directors to serve three-year terms expiring May, 1998 and the
ratification of the appointment of independent public accountants for the year
1995. The accompanying proxy statement contains details on these items. We will
also review the major developments of 1994.
Your participation in the affairs of the Company is important, regardless
of the number of shares you hold. To ensure your representation at the meeting
whether or not you are able to be present, please complete and return the
enclosed proxy card as soon as possible. If you do attend the meeting, you may
revoke your proxy and vote in person if you so desire.
I look forward to seeing you on May 2. Coffee will be served prior to the
meeting, when the members of the Board of Directors hope to visit with you.
Cordially,
Hayne Hipp
----------
HAYNE HIPP
President and Chief Executive Officer
<PAGE> 3
THE LIBERTY CORPORATION
WADE HAMPTON BOULEVARD
GREENVILLE, S.C. 29615
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
---------------------
March 31, 1995
To the Shareholders of The Liberty Corporation:
The Annual Meeting of Shareholders of The Liberty Corporation will be held
at The Liberty Corporation Headquarters Building, Wade Hampton Boulevard,
Greenville, South Carolina, on Tuesday, May 2, 1995 at 10:30 a.m., local time,
for the following purposes:
1. To elect four directors to serve for three-year terms.
2. To ratify the selection of independent public accountants.
3. To transact such other business as may properly come before the
meeting.
Holders of Common Stock and Preferred Stock at the close of business on
March 15, 1995 will be entitled to vote at the meeting or any adjournment
thereof.
A copy of the 1994 Annual Report to Shareholders is enclosed.
By Order of the Board of Directors
MARTHA G. WILLIAMS
Vice President, General Counsel
& Secretary
EACH SHAREHOLDER IS URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY
PROMPTLY. IN THE EVENT A SHAREHOLDER DECIDES TO ATTEND THE MEETING, HE MAY, IF
HE WISHES, REVOKE HIS PROXY AND VOTE HIS SHARES IN PERSON.
<PAGE> 4
Mailing Date: March 31, 1995
THE LIBERTY CORPORATION
WADE HAMPTON BOULEVARD
GREENVILLE, S.C. 29615
---------------------
PROXY STATEMENT
---------------------
The 1995 Annual Meeting of Shareholders of The Liberty Corporation
("Liberty" or the "Company") will be held on May 2, 1995 for the purposes set
forth in the Notice of Annual Meeting. The accompanying form of proxy is
solicited on behalf of the Board of Directors in connection with this meeting
and any adjournment thereof. Officers of Liberty may solicit proxies by mail,
telephone and personal interview, which expense will be borne by Liberty. In
addition, the Company has engaged the services of Corporate Communications,
Inc., Nashville, Tennessee, to assist in the solicitation of proxies at an
estimated fee of $6,000 plus out-of-pocket expenses.
A proxy in the accompanying form which is properly executed, duly returned
and not revoked will be voted in accordance with instructions contained therein.
If no instructions are given with respect to a specified matter to be acted
upon, proxies will be voted in favor of such matter. Proxies may be revoked at
any time before exercise.
Each shareholder is entitled to one vote for each share of Common Stock and
each share of Preferred Stock of The Liberty Corporation held at the close of
business on March 15, 1995, the record date for the Annual Meeting. On that date
there were 19,862,795 shares of Common Stock and 668,207 shares of Series 1994-A
Preferred Stock, 597,701 shares of Series 1994-B Preferred Stock and 599,985
shares of Series 1995-A Preferred Stock outstanding.
ITEM 1. ELECTION OF DIRECTORS
INFORMATION RESPECTING THE BOARD AND NOMINEES
The Board, which held four meetings during 1994, has standing Audit,
Compensation, Investment and Finance, and Nominating Committees. The memberships
and principal responsibilities of these Committees are as follows:
The Audit Committee, which met two times during 1994, currently includes
Edward E. Crutchfield, Jr., Chairman, Lawrence M. Gressette, Jr., Dr. James F.
Kane and James G. Lindley. The Audit Committee is responsible for recommending
to the Board of Directors the engagement or discharge of the independent public
accountants, reviewing with the independent public accountants the plan and
results of the audit engagement, maintaining direct reporting responsibility and
regular communication with the Company's internal audit staff, reviewing the
scope and results of the Company's internal audit procedures, approving the
services to be performed by the independent public accountants, reviewing the
degree of independence of the public accountants, considering the range of audit
and non-audit fees and reviewing the adequacy of the Company's system of
internal accounting controls.
<PAGE> 5
The Compensation Committee, which met three times during 1994, currently
includes William O. McCoy, Chairman, William S. Lee, James G. Lindley and John
H. Mullin, III. This Committee establishes the salaries and other forms of
executive compensation for senior executives of the Company and its
subsidiaries, develops and maintains compensation plans for such senior
executives and grants benefits under such plans.
The Investment and Finance Committee, which met one time during 1994,
currently includes William S. Lee, Chairman, W. W. Johnson, John H. Mullin, III
and J. Thurston Roach. This Committee advises the Board with regard to the
Company's capital structure and long-term capital and borrowing needs; the
Company's broad investment policies and guidelines; and the quality and
performance of the investment portfolios.
The Nominating Committee, which met one time since the last annual meeting,
currently includes Buck Mickel, Chairman, Rufus C. Barkley, Jr., W. W. Johnson
and Dr. Benjamin F. Payton. This Committee recommends selection to management
and to the Board of Directors of nominees for election as Directors and
considers the performance of incumbent Directors in determining whether to
nominate them for re-election. The Nominating Committee will consider nominees
recommended by shareholders for the 1996 meeting provided such nominations are
made in writing and submitted to the Nominating Committee at the Company's above
stated address no later than December 1, 1995.
The Board of Directors is divided into three classes. At each annual
meeting, one class is elected for a three-year term. The Nominating Committee
has recommended the election of Edward E. Crutchfield, Jr., John R. Farmer,
William O. McCoy and John H. Mullin, III as Directors to hold office for terms
of three years, expiring with the annual shareholders meeting to be held in 1998
and until their successors are duly elected and qualified. The terms of office
of the other nine Directors continue until the annual meeting of shareholders
held in the year shown for their respective classes. The Board of Directors and
management concur in this recommendation.
The accompanying proxies will be voted for the election of the nominees
named below unless contrary instructions are given in the proxy. Should any one
or more of the nominees become unavailable to accept nomination for election as
a Director, the persons named in the enclosed proxy will vote for the election
of such other persons as management may recommend, unless the Board reduces the
number of Directors. The nominees receiving a plurality of the votes cast will
be elected as Directors. Ratification of the appointment of independent auditors
requires that the votes cast favoring the action exceed the votes cast opposing
the action. Abstaining votes and broker non-votes will not be included as votes
in favor of or against either proposal. Independent tabulation is employed.
Following is information about each nominee for Director or Director whose
term continues after the meeting, including certain biographical data.
NOMINEES FOR DIRECTORS
FOR TERMS EXPIRING IN MAY 1998:
EDWARD E. CRUTCHFIELD, JR. is Chairman and Chief Executive Officer of First
Union Corporation, a bank holding company, located in Charlotte, North Carolina.
He was elected Chief Executive Officer in 1984 and Chairman in 1985. He also
served as President from October, 1988 to June, 1990. Mr. Crutchfield has served
as a Director of Liberty since 1989 and also serves as a Director of BellSouth
Telecommunications, Incorporated and VF Corporation. He is 53 years old.
2
<PAGE> 6
JOHN R. FARMER is a Limited Partner of Goldman, Sachs & Co., New York, New
York, and Vice Chairman of Goldman Sachs Europe, Limited, London, England,
investment banking firms. He assumed this position in December, 1994 and,
previously, served as a General Partner of Goldman, Sachs & Co. and Managing
Director of Goldman, Sachs, International, from 1988 until November, 1994. Mr.
Farmer is being nominated as a Director of Liberty for the first time. He is 56
years old.
WILLIAM O. MCCOY is Chief Financial Officer of the University of North
Carolina, Chapel Hill, North Carolina, a position he assumed on February 1,
1995. Previously, he served as Vice Chairman of the Board of BellSouth
Corporation, Atlanta, Georgia, (1983-1994), and as President (1986-1994) and
Chief Executive Officer (1989-1994) of BellSouth Enterprises, Incorporated. Mr.
McCoy has served as a Director of Liberty since 1984 and also serves as a
Director of First American Corporation and Weeks Corporation. He is 61 years
old.
JOHN H. MULLIN, III is Chairman of Ridgeway Farm, Inc., a wholesale shade
and ornamental tree nursery located in Brookneal, Virginia, a position he has
held since 1989. Previously, he served as a Managing Director of Dillon, Read &
Co. Inc., of New York, New York, from 1979 until June, 1989. Mr. Mullin remains
a Director of Dillon, Read & Co. Inc. and serves as a Director of ACX
Technologies, Inc. and The Ryland Group, Inc. and has served as a Liberty
Director since 1989. He is 53 years old.
TERMS EXPIRING IN MAY 1996:
RUFUS C. BARKLEY, JR. is the Chairman of the Board of Cameron and Barkley
Company, an industrial and electrical supplier of Charleston, South Carolina. He
has held this position since 1959 and also served as Chief Executive Officer
from 1959 until January 1, 1992. Mr. Barkley, who is also a Director of Wachovia
Corporation, first became a Director of Liberty in 1970. He is 65 years old.
W. W. JOHNSON is Chairman of the Executive Committee and a Director of
NationsBank Corporation, a bank holding company, headquartered in Charlotte,
North Carolina, a position he has held since January, 1986. Mr. Johnson first
became a Director of Liberty in 1973 and is also a Director of Duke Power
Company and Alltel Corporation. He is 64 years old.
WILLIAM S. LEE has served as Chairman Emeritus of Duke Power Company,
Charlotte, North Carolina, since April 28, 1994. Previously, he served as
Chairman of the Board and Chief Executive Officer (1982-1994) and as Chairman,
President and Chief Executive Officer (1989-1994). Mr. Lee was first elected to
Liberty's Board in 1978 and is also a Director of J. P. Morgan and Company,
Knight-Ridder, Incorporated and Texas Instruments Incorporated. He is 65 years
old.
BENJAMIN F. PAYTON is President of Tuskegee University, Tuskegee, Alabama,
a position he has held since 1981. He was elected a Director of Liberty in 1973.
He is also a Director of AmSouth Bancorporation, ITT Corporation, Morrison
Restaurants Incorporated, Praxair, Incorporated and Sonat Incorporated. Dr.
Payton is 62 years old.
TERMS EXPIRING IN MAY 1997:
LAWRENCE M. GRESSETTE, JR. is Chairman, President and Chief Executive
Officer of SCANA Corporation, a utilities company located in Columbia, South
Carolina, positions he has held since February, 1990. Previously, he served in
various executive capacities with SCANA Corporation and its subsidiaries. Mr.
Gressette serves as a Director of Wachovia Corporation and was first elected a
Director of Liberty in 1994. He is 63 years old.
3
<PAGE> 7
FRANCIS M. HIPP is Chairman of the Board and Chairman of the Executive
Committee of Liberty, positions he has held since 1967. Mr. Hipp has also served
as Chairman of the Board of Liberty Life (1943-1977) and President of Liberty
(1967-1977). He first became a Director of Liberty in 1967. Mr. Hipp is 84 years
old.
HAYNE HIPP is President and Chief Executive Officer of Liberty, a position
he assumed in 1981. He has also served as Chairman of Liberty Life since
September, 1989. Mr. Hipp first became a Director of Liberty in 1977. He also
serves on the Boards of Wachovia Corporation and SCANA Corporation. He is 55
years old.
BUCK MICKEL is the retired Vice Chairman of the Board and President of
Fluor Corporation, a company headquartered in Irvine, California, and engaged
primarily in furnishing engineering and construction services and producing
natural resources. He retired as Vice Chairman in 1987 and as President in 1986.
Mr. Mickel has been a member of Liberty's Board of Directors since 1969 and is
also a Director of Fluor Corporation, Duke Power Company, Monsanto Company,
NationsBank Corporation, Delta Woodside Industries, Incorporated, Insignia
Financial Group, RSI Holdings Inc. and Emergent Group Incorporated. Mr. Mickel
is 69 years old.
J. THURSTON ROACH is Senior Vice President, Chief Financial Officer and
Secretary of Simpson Investment Company, a privately-held company headquartered
in Seattle, Washington, and engaged in growing and harvesting timber and
manufacturing lumber, plywood, pulp, paper and plastic pipe. He has held these
positions since 1984. Since 1988, Mr. Roach has also served as President and a
Director of Simpson Latin America, Ltd., the holding company for Simpson's
international investments. Mr. Roach is Chairman of the Board of Cellulosa del
Pacifico S.A. and was first elected a Director of Liberty in 1994. He is 53
years old.
- ---------------
1. References to "Liberty Life" are to Liberty Life Insurance Company, a
wholly-owned subsidiary of Liberty.
2. Hayne Hipp is the son of Francis M. Hipp.
3. W. W. Johnson attended 50% of the aggregate of the total number of meetings
of the Board and the meetings held by all committees of the Board on which he
sat.
4
<PAGE> 8
EXECUTIVE COMPENSATION
The following information is given as to the Chief Executive Officer and
the other four most highly compensated officers (collectively the "Senior
Executives") who received salary and bonus for 1994 from Liberty and its
subsidiaries of more than $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION AWARDS
----------------------
ANNUAL COMPENSATION RESTRICTED STOCK ALL OTHER
NAME AND --------------------------------- STOCK OPTIONS COMPENSATION
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) ($) (2) (#) ($) (3)
- ------------------------------------------- ---- ---------- --------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
H. Ray Eanes 1994 $264,167 $215,000 $772,500 -0- $ -0-
Senior VP & CFO of Liberty 1993 -0- -0- -0- -0- -0-
1992 -0- -0- -0- -0- -0-
Hayne Hipp 1994 350,000 -0- 772,500 -0- 23,454
President & CEO of Liberty 1993 300,000 123,900 708,000 -0- 31,449
1992 300,000 100,000 768,750 -0- 30,474
James M. Keelor 1994 234,808 190,259 150,766 -0- 21,750
President of Cosmos 1993 215,000 73,179 214,908 15,000 30,446
1992 196,923 86,011 135,940 -0- 31,407
Ralph L. Ogden 1994 316,667 -0- 120,124 -0- 21,456
President 1993 295,000 77,700 271,548 -0- 29,093
of Liberty Insurance Group 1992 255,000 120,703 200,000 30,000 28,341
Porter B. Rose 1994 211,334 95,780 177,546 -0- 23,656
President 1993 205,000 70,231 290,428 -0- 29,853
of Liberty Investment Group 1992 194,000 116,214 148,881 10,000 31,407
</TABLE>
- ---------------
(1) References to "Cosmos" are to Cosmos Broadcasting Corporation, to "Liberty
Insurance Group" are to a group of companies comprised of Liberty Life
Insurance Company, Liberty Insurance Services Corporation, Pierce National
Life Insurance Company, Pan-Western Life Insurance Company and American
Funeral Assurance Company and to "Liberty Investment Group" are to a group
of companies comprised of Liberty Capital Advisors, Inc. and Liberty
Properties Group, Inc. All companies referenced are wholly-owned
subsidiaries of Liberty.
(2) The aggregate restricted shareholdings at December 31, 1994, 1993, 1992
respectively for each individual named in the Summary Compensation Table
were as follows: H. Ray Eanes, who began employment with Liberty on May 20,
1994 -- at December 31, 1994, 30,000 shares valued at $753,750, Hayne
Hipp -- 91,200, 92,800 and 106,800 shares valued at $2,291,400, $2,250,400
and $3,003,750, James M. Keelor -- 17,866, 17,329 and 14,905 shares valued
at $448,883, $420,228 and $419,203, Ralph L. Ogden -- 20,924, 24,265 and
23,225 shares valued at $525,715, $588,426 and $653,203, and Porter B.
Rose -- 22,057, 22,693 and 20,010 shares valued at $554,182, $550,305 and
$562,781. Dividends are paid on restricted stock at the same rate as paid
on all outstanding shares of the Company's Common Stock.
(3) "All Other Compensation" was comprised of the following items during 1994
(the last completed fiscal year): a.) the full dollar value of the entire
premiums paid by the Company on behalf of the named individuals for split
dollar life insurance policies: Hayne Hipp -- $6,798, James M.
Keelor -- $7,500, Ralph L. Ogden -- $4,800, and Porter B. Rose -- $7,000;
b.) employer-matched contributions under the 401(k) Thrift Plan for each
named individual: Hayne Hipp -- $4,500, James M. Keelor -- $4,500, Ralph L.
Ogden -- $4,500, and Porter B. Rose -- $4,500; and c.) employer
contribution amounts allocated to each named individual pursuant to the
Profit Sharing Plan: Hayne Hipp -- $12,156, James M. Keelor -- $9,750,
Ralph L. Ogden -- $12,156, and Porter B. Rose -- $12,156.
5
<PAGE> 9
OPTION EXERCISES AND YEAR-END 1994 VALUES
The information shown below includes the number of shares of Common Stock
acquired on exercise of stock options by the Senior Executives during 1994, the
value realized by these exercises calculated by multiplying the closing price of
the Company's stock on the exercise date by the number of shares acquired, less
the option price paid by the Senior Executives to the Company in order to
acquire the shares. Also shown is the number of unexercised options to purchase
the Company's Common Stock held by each of the Senior Executives at December 31,
1994, as well as the value of the in-the-money unexercised options calculated by
multiplying the closing price of the Company's stock on December 31, 1994 by the
number of shares underlying the unexercised options, less the option price that
must be paid by the Senior Executives to the Company in order to acquire these
shares.
AGGREGATED OPTION EXERCISES IN 1994 AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF SHARES
UNDERLYING UNDERLYING
UNEXERCISED UNEXERCISED
OPTIONS IN-THE-MONEY OPTIONS
AT 12/31/94 (#) AT 12/31/94 ($)
---------------- --------------------
SHARES ACQUIRED VALUE EXERCISABLE/(1) EXERCISABLE/(1)
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE(2) UNEXERCISABLE(2)
- ------------------------------- --------------- ------------ ---------------- --------------------
<S> <C> <C> <C> <C>
H. Ray Eanes................... -0- -0- (1) -0- (1) -0-
(2) -0- (2) -0-
Hayne Hipp..................... -0- -0- (1) -0- (1) -0-
(2) -0- (2) -0-
James M. Keelor................ -0- -0- (1) 22,000 (1) $133,125
(2) 12,000 (2) -0-
Ralph L. Ogden................. -0- -0- (1) 20,000 (1) $ 72,500
(2) 10,000 (2) $ 36,250
Porter B. Rose................. 5,000 $ 68,750 (1) 4,000 (1) -0-
(2) 6,000 (2) -0-
</TABLE>
Closing price of Company stock on New York Stock Exchange on December 31, 1994
was $25.125.
6
<PAGE> 10
PENSION PLAN TABLE
The following table shows estimated annual benefits payable after
retirement to a participant covered by the Supplemental Retirement Income Plan
at its termination on December 31, 1984:
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
-------------------------------------------------
REMUNERATION 15 20 25 30 OR MORE
- ------------ -------- -------- -------- ----------
<S> <C> <C> <C> <C>
$100,000 $ 30,000 $ 40,000 $ 50,000 $ 60,000
150,000 45,000 60,000 75,000 90,000
200,000 60,000 80,000 100,000 120,000
250,000 75,000 100,000 125,000 150,000
300,000 90,000 120,000 150,000 180,000
350,000 105,000 140,000 175,000 210,000
400,000 120,000 160,000 200,000 240,000
450,000 135,000 180,000 225,000 270,000
500,000 150,000 200,000 250,000 300,000
550,000 165,000 220,000 275,000 330,000
600,000 180,000 240,000 300,000 360,000
</TABLE>
A participant's remuneration covered by the Supplemental Retirement Income
Plan is his or her average salary and bonus (as reported in the Summary
Compensation Table) during the three consecutive years of the final five years
of employment which will produce the highest average. Estimated annual benefits
under the Supplemental Retirement Income Plan as listed in the table would be
reduced by Social Security benefits and any benefits received under the 401(k)
Thrift Plan resulting from employer contributions and under the Profit Sharing
Plan, any annuity contract or any other qualified profit sharing or pension plan
for which the Company provides the consideration. It is assumed that the
participant's account balances under the 401(k) Thrift Plan resulting from
employer contributions and under the Profit Sharing Plan and any other qualified
profit sharing or pension plans for which the Company provided the compensation
would be used to purchase a single life annuity on the employee's retirement
date. As of December 31, 1984, the termination date of the Supplemental
Retirement Income Plan, the years of service for each of the persons listed in
the Summary Compensation Table are as follows: Hayne Hipp -- 15 years, Ralph L.
Ogden -- 1 year, James M. Keelor -- 11 years, and Porter B. Rose -- 16 years.
DIRECTORS COMPENSATION
Each Director who is not also an officer of Liberty or one of its
subsidiaries receives $12,000 annual compensation, plus $2,000 for each meeting
of the Board which he attends. Travel expenses incurred by a Director in
attending a meeting of the Board or a Committee are also reimbursed.
The Compensation Committee Report on Executive Compensation and the
performance graphs which follow shall not be deemed to be incorporated by
reference into any filing made by the Company under the Securities Act of 1933
or the Securities Exchange Act of 1934, notwithstanding any general statement
contained in any such filing incorporating this proxy statement by reference,
except to the extent the Company incorporates such Report and graphs by specific
reference.
7
<PAGE> 11
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is currently composed of Messrs. William S. Lee,
James G. Lindley, William O. McCoy and John H. Mullin, III, all of whom are
non-employee directors. Mr. Lindley will be retiring from service on the Board
and this Committee effective May 2, 1995. The Board has not yet appointed his
successor. The Committee establishes the salaries and other forms of
compensation for executive officers of the Company and its subsidiaries. It also
develops and maintains stock ownership plans for such executive officers and
grants benefits under such plans. Set forth below is a report of the
Compensation Committee addressing the Company's compensation policies for 1994
as they affected the Company's executive officers including Hayne Hipp and
Messrs. Eanes, Keelor, Ogden and Rose, the four executive officers other than
Mr. Hipp who were the Company's most highly paid executives (collectively with
Mr. Hipp, the "Senior Executives") during 1994.
Policies. The Compensation Committee's executive compensation policies are
designed to:
- Pay for performance by basing a substantial portion of annual
compensation on corporate, business unit and individual performance;
- Motivate executive officers to achieve strategic business objectives and
reward them for achievements;
- Align the interests of executives with the long-term interests of the
shareholders through stock option and restricted stock awards; and
- Provide pay scales and compensation plans which are comparable to those
offered by other companies in the insurance and broadcasting industries,
thus allowing the Company to compete for and retain talented executives
who are critical to the Company's performance.
At present, the executive compensation program is composed of annual
incentive cash bonus, long-term incentive stock options and restricted stock
grants, salary and benefits generally available to executives in the insurance
and broadcasting industries. Effective January 1, 1994, the Omnibus Budget
Reconciliation Act of 1993 added Section 162(m) to the Internal Revenue Code.
Pursuant to Section 162(m) the Company is subject to the loss of the deduction
for compensation in excess of $1,000,000 paid to a Senior Executive unless the
Company complies with certain conditions in the design and administration of its
compensation programs. No officer of the Company received compensation in 1994
which would result in the non-deductibility of such compensation expense to the
Company. The Compensation Committee intends to review the potential effect of
Section 162(m) periodically and will take appropriate action in the future if
warranted.
Comparability. The Committee annually reviews the executive compensation
program. Competitive market data, provided by an outside compensation
consultant, compares the Company's compensation practices to those of a group of
comparator companies. The Company's market for compensation comparison purposes
is comprised of a group of companies that have business operations in the
insurance and broadcasting industries and that are similar in size in terms of
revenues and assets. The outside compensation consultant selects the companies
used for compensation comparison purposes from its data bank, utilizing the
above measures in the selection process. Salary ranges are generally targeted at
the median of the salary ranges of the comparator companies, and in 1994 most of
the executive officers received salaries equal to the median level. An officer
with a high degree of experience and expertise in a field necessary to the
achievement of the Company's financial goals may receive a salary in excess of
the median level. The opportunity for all executive officers to earn
compensation in excess of the targeted salary range is provided by the annual
performance-based bonus plan and the long-term incentive stock option and
restricted stock plan. The Chief Executive Officer's 1994 salary was below the
median level.
8
<PAGE> 12
Nine of the sixteen companies which comprise the Peer Group index shown on
Performance Graph A in this proxy statement are of similar size in terms of
revenue and assets to those in the comparator group used for compensation
purposes and would, therefore, be included in the group of comparator companies
selected by the outside compensation consultant. Seven of the companies which
comprise the Peer Group index in Performance Graph A are larger than the Company
but are nevertheless included in the Peer Group index because these companies
are the primary competitors of the Company in its major lines of business. These
larger companies are not the Company's most direct competitors for executive
talent and are, therefore, not included in the comparator group used for
compensation purposes. Performance Graph B in this proxy statement does not
utilize a self-constructed Peer Group index, but instead displays, in addition
to the Company and the S&P 500, the Dow Jones Media and the Dow Jones Life
Insurance indices. These indices are comprised of a broad range of broadcasting
and insurance companies, including those companies in the comparator group used
for compensation purposes.
Annual Performance Incentive. The Compensation Committee's emphasis on
tying pay to corporate, business unit and individual performance is reflected in
the incentive bonuses awarded pursuant to the 1994 Annual Management Bonus Plan
(the "Bonus Plan"). The Bonus Plan provided for bonus awards to executive
officers based on the 1994 actual versus target earnings performance of the
Company and its major business units and various other individual or operating
measures tailored to an individual executive's area of responsibility.
The Bonus Plan established separate target bonus pools, ranging from .70%
to 2.76% of 1994 target earnings of the Company or relevant business unit. The
relative sizes of the bonus pools reflected the relative sizes of the Company
and the business units. The target awards to be paid to the executive officers
from the bonus pools reflected the Committee's subjective judgment as to the
extent to which the participant could contribute to the achievement off the
Company's financial goals. Subject to the Committee's discretion to adjust for
special events and charges which affect financial results, threshold actual
earnings, which varied among the Company and its business units, were required
before an executive officer became eligible for a bonus. No bonuses would have
been awarded if actual earnings of the Company and its business units had been
lower than target earnings of the Company and its business units by a range of
9.7% to 20.0%. Thresholds at the indicated levels were established in order to
level the effect on the bonus pools of year-to-year earnings volatility due to
acquisitions, divestitures and cyclical broadcasting revenues. After
consideration of a special charge against earnings taken by the Insurance Group
in 1994, the pool available for paying bonuses to all Bonus Plan participants
was reduced by 22%.
21% of combined salary and bonus paid to all Senior Executives in 1994 was
derived from the performance-based bonus. The head of the Investment Group and
Cosmos received 128% and 189% of their respective target awards. The Chief
Financial Officer will receive the minimum bonus award established by his
employment contract. No bonus award was received by the Chief Executive Officer
or the head of the Insurance Group.
Long-term Performance Incentive. The Company's Performance Incentive
Compensation Program (the "Plan") is designed to align a significant portion of
the executive compensation program with shareholder interests. The Plan,
approved by the shareholders in 1983, permits the granting of two types of
stock-based awards:
- Stock Option. A right vesting over a period of years as established by
the Compensation Committee and terminating after ten years to purchase
shares of Common Stock at the current market value as of the date the
option is granted; and
9
<PAGE> 13
- Restricted Stock. Shares of Common Stock which the recipient cannot sell
or otherwise dispose of until a five-year restriction period lapses and
which are forfeited if the recipient terminates employment for any reason
other than retirement, disability or death prior to the lapse of the
restriction period.
In granting restricted stock in 1994 to the executive officers other than
the Chief Executive Officer, the Committee utilized a formula tied to the amount
of bonus earned under the prior year's Bonus Plan and did not place emphasis on
previous grants. Each Senior Executive who received a grant of restricted stock,
other than the Chief Executive Officer, was awarded restricted stock having a
value as of the date of the award equal to 1.5 to 2.0 times the Senior Officer's
cash bonus paid pursuant to the 1993 Bonus Plan. The value of the restricted
stock grant equalled market value of the stock underlying the restricted stock
grant as of the date of the award.
Salaries. Executive officers, including three of the Senior Executives
other than the Chief Executive Officer, were granted base salary increases
effective May 1, 1994 after evaluating the range of salaries paid by the
comparative group of companies, and after evaluating executives' levels of
responsibility, prior experience, breadth of knowledge and internal equity
issues.
Chief Executive Officer. At its May 3, 1994 meeting, the Committee
reviewed the competitive salary and bonus market data provided by an outside
compensation consultant and noted that the Chief Executive's base salary
combined with his 1993 annual bonus award was below the median paid by the
comparator companies. Evaluating the competitive total compensation market data
for the comparator companies, the Committee determined that a restricted stock
grant of 30,000 shares together with a salary increase of $50,000 and the 1993
Bonus Plan award would be appropriate and within the range of total compensation
paid by the comparator companies.
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS:
William S. Lee James G. Lindley
William O. McCoy John H. Mullin, III
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. William S. Lee, James G. Lindley (retiring May 2, 1995), William O.
McCoy and John H. Mullin, III served as members of the Compensation Committee of
the Board of Directors.
William O. McCoy currently is Chief Financial Officer of the University of
North Carolina. During 1994, Mr. McCoy was Vice Chairman of the Board of
BellSouth Corporation, an affiliate of Southern Bell. No executive officer of
the Company serves on the Board of Directors of BellSouth Corporation or any of
its affiliates. Liberty Life writes universal life and ordinary policies for
employees of Southern Bell. Premiums on these policies totaled approximately
$123,100 during 1994.
Lawrence M. Gressette, Jr. is Chairman, President and Chief Executive
Officer of SCANA Corporation, an affiliate of South Carolina Electric and Gas
Company and SCANA Development Corporation, and is a Director of Liberty. Hayne
Hipp, President and Chief Executive Officer of the Company, serves on the Long-
term Compensation Committee and Management Development and Corporate Performance
Committee of SCANA Corporation's Board of Directors. Liberty Life writes
universal life insurance policies for employees of South Carolina Electric and
Gas Company. Premiums and interest paid on policy loans on these policies
10
<PAGE> 14
totaled approximately $360,800 during 1994. In addition, during 1994 SCANA
Corporation sold substantially all of the real estate assets of SCANA
Development Corporation to Liberty for approximately $44 million in cash, plus
an estimated $5 to $6 million to be paid in 1995.
Effective July 1, 1993 James G. Lindley retired as the Vice Chairman of the
Board and an executive officer of Wachovia Corporation and became Chairman
Emeritus of South Carolina National Corporation and South Carolina National Bank
(since renamed Wachovia Bank of South Carolina), subsidiaries of Wachovia
Corporation. Until the first quarter of 1994, Hayne Hipp served on the
Compensation, Nominating and Organization Committee of Wachovia Corporation's
Board of Directors. Liberty Life writes universal life policies to fund deferred
compensation plans for Wachovia Bank of South Carolina. Premiums on these
policies aggregated $1.5 million during 1994. In addition, Liberty Life writes
life insurance for customers of Wachovia Bank of South Carolina. Premiums on
these policies aggregated $721,000 during 1994. With respect to the policies
written for customers of Wachovia Bank of South Carolina, Liberty Life's
retention is only a fixed percentage of the total premiums; and amounts in
excess of such retentions are used to pay claims, added to insurance reserves,
paid as commissions, refunded or paid to the banks. For 1994, Liberty Life's
total retentions on these policies were $36,000. Liberty Life also writes
mortgage protection life policies for customers of Wachovia Mortgage Protection
in Winston-Salem, North Carolina. As of December 31, 1994, annualized insurance
premiums in force were approximately $1.3 million for these policies. Effective
September 28, 1993, Liberty entered into a Credit Agreement with a syndicate of
banks pursuant to which Liberty could borrow up to $325 million. Among the banks
participating and their portion of the total debt at December 31, 1994 were:
Wachovia Bank of South Carolina for $38.6 million and Wachovia Bank of North
Carolina for $60.1 million.
CERTAIN TRANSACTIONS
Edward W. Crutchfield, Jr., Chairman and Chief Executive Officer of First
Union Corporation, is a Director of Liberty. No executive officer of the Company
serves on the Board of Directors of First Union. Liberty Life writes mortgage
protection policies for customers of First Union Insurance Group, a subsidiary
of First Union Corporation. As of December 31, 1994, annualized insurance
premiums in force for these policies were approximately $730,000. W. W. Johnson,
Chairman of the Executive Committee and an executive officer of NationsBank
Corporation, is a Director of Liberty. No executive officer of the Company
serves on the Board of Directors of NationsBank. Effective September 28, 1993,
Liberty entered into a Credit Agreement with a syndicate of banks pursuant to
which Liberty could borrow up to $325 million. In addition to the disclosures
regarding the participation of Wachovia Bank of South Carolina and Wachovia Bank
of North Carolina in the Credit Agreement contained in the above section of this
proxy statement entitled, "Compensation Committee Interlocks and Insider
Participation" which is incorporated into this section of the proxy statement by
reference, among the banks participating in the syndicate of banks and their
portion of the total debt at December 31, 1994 were: First Union National Bank
of North Carolina for $11.5 million and NationsBank of Georgia for $6.8 million.
Also incorporated into this section of the proxy statement by reference are the
disclosures regarding William O. McCoy, former Vice Chairman of the Board of
BellSouth Corporation, an affiliate of Southern Bell, Lawrence M. Gressette,
Jr., Chairman, President and Chief Executive Officer of SCANA Corporation, an
affiliate of South Carolina Electric and Gas Company and SCANA Development
Corporation, and James G. Lindley, former Vice Chairman of the Board and an
executive officer of Wachovia Corporation, contained in the above section of
this proxy statement entitled, "Compensation Committee Interlocks and Insider
Participation." During 1992 Liberty Life Insurance Company entered into a
mortgage loan transaction of $1,640,000 to Top Notch Retail Limited Partnership.
The limited partners include children of Buck Mickel; and collectively, their
ownership interest exceeds 10%.
11
<PAGE> 15
At December 31, 1994, the balance on this loan was $1,414,129. Management
believes that the terms of the arrangements described in this paragraph are as
favorable to Liberty as are similar transactions between unrelated parties.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS, AND
CHANGE-OF-CONTROL ARRANGEMENTS
On May 20, 1994, H. Ray Eanes became the Senior Vice President, Treasurer
and Chief Financial Officer of Liberty pursuant to an employment agreement which
expires on December 31, 1999. Mr. Eanes's base salary under the agreement is
$350,000 per year and is subject to review and increase by the Compensation
Committee of the Board of Directors in subsequent years as appropriate,
decreasing to $100,000 in the final two years of the term of the agreement.
Receiving a front bonus of $215,000 and a relocation allowance in June of 1994,
he will be entitled to an annual bonus of a minimum of 50% of base salary,
determined in accordance with the Annual Management Bonus Plan. Pursuant to the
agreement, in 1994 Mr. Eanes was granted 30,000 shares of restricted stock under
the Performance Incentive Compensation Program and will receive grants equal to
1.5 times the amount of his bonus payable pursuant to the Annual Management
Bonus Plan in years 1995 and 1996.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES ACT OF 1934
Section 16(a) of the Securities Act of 1934 requires the Company's
Directors and executive officers and persons who own more than ten percent of
the Company's Common Stock to file with the SEC and the New York Stock Exchange
various reports as to ownership of such Common Stock. Such persons are required
by SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file. To the Company's knowledge, based solely on a review of the copies of
such forms furnished to the Company and written representations to the Company
that no other reports were required, all the aforesaid Section 16(a) filing
requirements were complied with during 1994.
12
<PAGE> 16
FIVE-YEAR SHAREHOLDER RETURN COMPARISON
Performance Graph A below compares cumulative, five-year shareholder
returns on an indexed basis with the S&P 500 Stock Index and an index of peer
companies selected by Liberty (the "Peer Group"). The returns of each company in
the Peer Group have been weighted to reflect relative stock market
capitalization.
PERFORMANCE GRAPH A
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG LIBERTY CORPORATION, THE S&P 500 INDEX AND A PEER GROUP**
<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) LIBERTY CORP SC S&P 500 PEER GROUP
<S> <C> <C> <C>
1989 100 100 100
1990 97 97 86
1991 106 126 114
1992 138 136 143
1993 121 150 149
1994 130 152 147
</TABLE>
Assumes $100 invested on December 31, 1989 in Liberty Common Stock,
S&P 500 Index and Peer Group.
* Total return assumes reinvestment of dividends.
** Fiscal year ending December 31.
The Peer Group shown in the above Performance Graph A is a combination of
two industry groups, 64% life insurance and 36% broadcasting. The weighting
determination of insurance and broadcasting companies used in the Peer Group was
based on a measure of both cash flow and revenues. Companies included in the
Peer Group are American General Corporation, American National Insurance
Company, Aon Corporation, Capital Holding Corporation, Gannett Co., Inc., Home
Beneficial Corporation, Independent Insurance Group, Inc., Jefferson-Pilot
Corporation, Lee Enterprises, Inc., Liberty, Meredith Corporation, Park
Communications, Inc., Protective Life Corporation, Pulitzer Publishing Company,
Times Mirror Company, Torchmark Corporation, and USLIFE Corporation. Because the
Peer Group is weighted toward a few companies with larger market capitalizations
than Liberty's and engaging in some business lines that are different from
Liberty's business lines, a second graph with published industry indices for the
Peer Group is being included and will be substituted for Performance Graph A in
the future. Performance Graph B below compares cumulative, five-year shareholder
returns on an indexed basis with the S&P 500 Stock Index, the Dow Jones Media
Index and the Dow Jones Life Insurance Index.
13
<PAGE> 17
PERFORMANCE GRAPH B
COMPARISON OF FIVE YEAR CUMULATIVE RETURN*
AMONG LIBERTY CORPORATION, THE S&P 500 INDEX, THE DOW JONES MEDIA INDEX
AND THE DOW JONES LIFE INSURANCE INDEX**
<TABLE>
<CAPTION>
DOW JONES
MEASUREMENT PERIOD DOW JONES LIFE
(FISCAL YEAR COVERED) LIBERTY CORP SC S&P 500 MEDIA INSURANCE
<S> <C> <C> <C> <C>
1989 100 100 100 100
1990 97 97 80 85
1991 106 126 90 127
1992 138 136 107 166
1993 121 150 129 165
1994 130 152 124 148
</TABLE>
Assumes $100 invested on December 31, 1989 in Liberty Common Stock,
S&P 500 Index, the Dow Jones Media Index and the Dow Jones Life
Insurance Index.
* Total return assumes reinvestment of dividends.
** Fiscal year ending December 31.
14
<PAGE> 18
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table shows as of January 31, 1995, the shares of Liberty
Common Stock beneficially owned (as that term is defined by Rule 13d-3 issued by
the SEC under the Securities Exchange Act of 1934) by all persons who
beneficially own more than 5% of the shares of such stock. Hayne Hipp is the son
of Francis M. Hipp. Jane Gage Hipp Caulder, Mary Ladson Hipp Haddow, Edward F.
Hipp, H. Neel Hipp, Jr. and William F. Hipp are brothers and sisters.
<TABLE>
<CAPTION>
NATURE AND AMOUNT OF
BENEFICIAL OWNERSHIP
--------------------------------------------------
SOLE VOTING SHARED VOTING TOTAL
TITLE AND/OR AND/OR SHARES PERCENTAGE
OF INVESTMENT INVESTMENT BENEFICIALLY OF
CLASS NAME AND ADDRESS(1) POWER(2) POWER(3) OWNED CLASS
- ---------- ---------------------------------------------- ----------- ------------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Common Jane Gage Hipp Caulder
Travelers Rest, SC............................ 160,413 1,388,034(4) 1,548,447 7.80%
Common Gabelli Funds, Inc.
One Corporate Center
Rye, NY 10580-1434............................ 1,021,352(5) 380,500(5) 1,401,852 7.06%
Common Mary Ladson Hipp Haddow
Atlanta, GA................................... 135,637(6) 1,447,047(7) 1,582,684 7.98%
Common Edward F. Hipp
Hendersonville, NC............................ 149,639 1,379,051(8) 1,528,690 7.70%
Common Francis M. Hipp
Greenville, SC................................ 641,708 1,333,062(9) 1,974,770 9.95%
Common H. Neel Hipp, Jr.
Greenville, SC................................ 92,705(10) 1,582,616(11) 1,675,321 8.44%
Common Hayne Hipp
Greenville, SC................................ 478,763(12) 1,893,825(13) 2,372,588 11.95%
Common William F. Hipp
Atlanta, GA................................... 117,780(14) 1,511,290(15) 1,629,070 8.21%
Common Frances M. McCreery
Chagrin Falls, OH............................. 1,076,543(16) 7,200(17) 1,083,743 5.46%
Common William R. Patterson
999 Peachtree Street, NE
Atlanta, GA 30309-3996........................ -0- 2,156,894 2,156,894 10.87%
Common Wachovia Corporation
Trust Department
301 N. Main Street
Winston-Salem, NC 27150....................... 148,913(18) 1,057,553(19) 1,159,959 5.84%
Preferred The Mighty Mite Corporation
P.O. Box 3557
Baton Rouge, LA 70808......................... 232,935 -0- 232,935 18.39%
</TABLE>
- ---------------
(1) The mailing address for the individuals listed above, with the exception of
Mr. Patterson, Gabelli Funds, Inc., Wachovia Corporation and The Mighty
Mite Corporation is P.O. Box 789, Greenville, South Carolina 29602.
(2) Except as otherwise indicated in these Notes, each person has sole voting
and investment power with respect to the designated shares.
15
<PAGE> 19
(3) Shares shown in this column are included in the totals for more than one
person as follows: (a) Francis M. Hipp shares voting and investment power
with Hayne Hipp and other persons with respect to 1,295,772 shares; (b)
Francis M. Hipp shares voting and investment power with H. Neel Hipp, Jr.
and another individual with respect to 16,344 shares; (c) Francis M. Hipp
shares voting and investment power with William R. Patterson and other
persons with respect to 416,000 shares; (d) Jane Gage Hipp Caulder, Mary
Ladson Hipp Haddow, Edward F. Hipp, H, Neel Hipp, Jr. and William F. Hipp
share voting and investment power with William R. Patterson and each other
with respect to 1,373,392 shares; (e) Jane Gage Hipp Caulder, Mary Ladson
Hipp Haddow, Edward F. Hipp, H. Neel Hipp, Jr. and William F. Hipp share
voting and investment power with each other and another individual with
respect to 270,000 shares; (f) H. Neel Hipp, Jr. shares voting and
investment power with William F. Hipp and another individual with respect
to 66,410 shares; and (g) Wachovia Bank of South Carolina, a wholly owned
subsidiary of Wachovia Corporation, shares investment power with each of
the individuals named in (a) through (c) and other persons with respect to
1,009,346 shares. Except as otherwise indicated in these Notes, both voting
and investment power are shared with respect to the shares designated in
this column.
(4) Includes 7,300 shares held of record by her husband or by or for her minor
children and 8,010 shares held in trust for the benefit of her children of
which her husband serves as Co-Trustee. Jane Gage Hipp Caulder disclaims
beneficial ownership of the 10,571 shares held by her husband and in trust
for her children.
(5) Amendment No. 13 to Schedule 13D filed with the SEC on December 15, 1992,
reflects that Gabelli Funds, Inc. owns 1,401,852 shares, including 964,552
shares for which sole voting power is held, 1,021,352 shares for which sole
investment power is held and 380,500 shares for which no voting and shared
investment power is held.
(6) Includes 2,200 shares held in trust for the benefit of her children of
which Mary Ladson Hipp Haddow serves as sole Trustee.
(7) Includes 1,568 shares held jointly with her husband, 56,597 shares held of
record by her husband or by or for her minor children and 20,942 shares
held in trust for the benefit of her children of which her husband serves
as Co-Trustee. Mary Ladson Hipp Haddow disclaims beneficial ownership of
the 35,909 shares held by her husband and in trust for her children.
(8) Includes 5,759 shares held of record by his wife or by or for his minor
children and 6,280 shares held in trust for the benefit of his children of
which his wife serves as Co-Trustee. Edward F. Hipp disclaims beneficial
ownership of these shares.
(9) Includes 20,946 shares held of record by his wife, including 1,400 shares
held by her as custodian. Francis M. Hipp disclaims beneficial ownership of
these shares.
(10) Includes options to purchase 14,000 shares currently exercisable under
Liberty's Performance Incentive Compensation Program and 5,914 restricted
shares as to which he has sole voting but no investment power.
(11) Includes 77,127 shares held of record by his wife or by or for his minor
children. H. Neel Hipp, Jr. disclaims beneficial ownership of these shares.
(12) Includes 91,200 restricted shares as to which he has sole voting power but
no investment power and 182,289 shares held in trust for the benefit of
charity and/or family and non-family members of which Hayne Hipp serves as
sole Trustee.
(13) Includes 52,691 shares held of record by his wife or by or for his child,
35,133 shares held in trust for the benefit of his children and/or charity
of which his wife serves as Co-Trustee and 3,858 shares held by him as
custodian.
(14) Includes 1,740 shares held in trust for the benefit of his children of
which William F. Hipp serves as sole Trustee.
(15) Includes 60,719 shares held of record by his wife or by or for his minor
children and 16,481 shares held in trust for the benefit of his children of
which his wife serves as Co-Trustee. William F. Hipp disclaims beneficial
ownership of these shares.
16
<PAGE> 20
(16) Includes 100,000 shares held in trust for her benefit and for the benefit
of family members of which Frances M. McCreery serves as sole Trustee.
(17) Includes 800 shares held of record by her husband. Frances M. McCreery
disclaims beneficial ownership of these shares.
(18) Includes 145,633 shares for which sole voting power is held and 105,398
shares for which sole investment power is held.
(19) Includes 4,980 shares for which shared voting power is held and 1,052,573
shares for which shared investment power is held. 46,507 shares reported in
this column are also included in the "Sole Voting and/or Investment Power"
column.
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows the shares of Liberty Common Stock owned
beneficially (as that term is defined by Rule 13d-3 issued by the SEC under the
Securities Exchange Act of 1934), unless otherwise indicated, by each Director
and nominee and by all executive officers and Directors of Liberty as a group on
January 31, 1995.
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF SHARES OUTSTANDING SHARES
SHAREHOLDER OF COMMON STOCK OF COMMON STOCK
- ---------------------------------------------------------- ---------------- ------------------
<S> <C> <C>
Rufus C. Barkley, Jr...................................... 10,048(2) .05%
Edward E. Crutchfield, Jr................................. 2,000 .01%
H. Ray Eanes.............................................. 30,000(3) .15%
John R. Farmer............................................ 2,500 .01%
Lawrence M. Gressette, Jr................................. 1,000 .01%
Francis M. Hipp........................................... 1,974,770(4) 9.95%
Hayne Hipp................................................ 2,372,588(5) 11.95%
W. W. Johnson............................................. 800 .00%
James F. Kane............................................. 1,300 .01%
James M. Keelor........................................... 59,445(6) .30%
William S. Lee............................................ 800 .00%
James G. Lindley.......................................... 400 .00%
William O. McCoy.......................................... 1,400 .01%
Buck Mickel............................................... 8,000 .04%
John H. Mullin, III....................................... 2,600(7) .01%
Ralph L. Ogden............................................ 89,815(8) .45%
Benjamin F. Payton........................................ 200 .00%
J. Thurston Roach......................................... 2,000 .01%
Porter B. Rose............................................ 67,388(9) .34%
All Directors, Nominees for Director and
Executive Officers as a Group (23 persons)(10).......... 3,520,154(11) 17.74%
</TABLE>
- ---------------
(1) None of the Directors and executive officers is the beneficial owner of any
Preferred Stock or of any equity securities of any of Liberty's
subsidiaries. Except as otherwise indicated in these Notes, each of the
individuals named above has sole voting and investment power with respect
to the shares listed for such person.
(2) Includes 200 shares held of record by his wife and 3,708 shares held by a
partnership of which a trust established for the benefit of his mother and
of which he serves as Co-Trustee is a general partner. Rufus C. Barkley,
Jr. disclaims beneficial ownership of these areas.
(3) Includes 30,000 restricted shares as to which he has sole voting power but
no investment power.
17
<PAGE> 21
(4) See "Principal Holders of Voting Securities" table and Notes 3 and 9
thereto for a more complete description of the nature and amount of
beneficial ownership by Francis M. Hipp.
(5) See "Principal Holders of Voting Securities" table and Notes 3, 12 and 13
thereto for a more complete description of the nature and amount of
beneficial ownership by Hayne Hipp.
(6) Includes options to purchase 22,000 shares currently exercisable under
Liberty's Performance Incentive Compensation Program and 22,057 restricted
shares as to which he has sole voting power but no investment power.
(7) Includes 600 shares held in trust for the benefit of his children of which
John H. Mullin, III serves as Co-Trustee.
(8) Includes 717 shares held jointly with his wife, options to purchase 30,000
shares currently exercisable under Liberty's Performance Incentive
Compensation Program and 20,924 restricted shares as to which he has sole
voting power but no investment power.
(9) Includes options to purchase 4,000 shares currently exercisable under
Liberty's Performance Incentive Compensation Program and 22,057 restricted
shares as to which he has sole voting power but no investment power.
(10) Adjusts for the overlap of beneficial ownership described in the table
referred to in Notes 4 and 5.
(11) Includes options to purchase 68,400 shares currently exercisable under
Liberty's Performance Incentive Compensation Program and 236,706 restricted
shares as to which they have sole voting power but no investment power.
ITEM 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Subject to shareholder ratification, the Board of Directors has appointed
the firm of Ernst & Young as independent public accountants for the year 1995.
The appointment was made upon the recommendation of the Audit Committee, which
is composed of Directors who are not officers or otherwise employees of Liberty.
If the shareholders do not ratify the selection of Ernst & Young, the
selection of independent certified public accountants will be reconsidered and
made by the Board of Directors. It is understood that even if the selection is
ratified, the Board of Directors, in its discretion, may direct the appointment
of a new independent accounting firm at any time during the year if the Board
feels that such a change would be in the best interests of the Company and its
shareholders.
The appointment of the firm of Ernst & Young as independent public
accountants for Liberty was ratified by the shareholders at Liberty's last
Annual Meeting. Representatives of the firm are expected to be present at the
Annual Meeting of Shareholders and will be available to respond to appropriate
questions and will have the opportunity to make a statement should they so
desire. Management recommends that the shareholders vote "FOR" such
ratification.
SHAREHOLDERS' PROPOSALS
Shareholders' proposals must be received at the Company's above stated
address on or before December 15, 1995 to be considered for inclusion in the
proxy statement for the 1996 Annual Meeting.
18
<PAGE> 22
OTHER MATTERS
The management of Liberty knows of no business to be presented at the
meeting other than the two items specified above. If other matters are duly
presented for action, it is the intention of the persons named in the enclosed
proxy to vote on such matters in accordance with their judgment.
MARTHA G. WILLIAMS
Vice President, General Counsel
& Secretary
Greenville, South Carolina
March 31, 1995
19
<PAGE> 23
APPENDIX A
PROXY PROXY
THE LIBERTY CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
CORPORATION
The undersigned hereby appoints Sophia G. Vergas and R. David Black, or
either them, as proxies, with full power of substitution, to represent the
undersigned at the 1995 Annual Meeting of Shareholders of The Liberty
Corporation ("Liberty") to be held at 10:30 a.m. on May 2, 1995, at The Liberty
Corporation Headquarters Building, Wade Hampton Boulevard, Greenville, South
Carolina, and any adjournment thereof, and to vote all the shares of Liberty
stock which the undersigned would be entitled to vote, if personally present.
1. ELECTION OF DIRECTORS:
<TABLE>
<S> <C>
/ / FOR ALL 4 NOMINEES listed below / / WITHHOLD AUTHORITY to vote for all
(except as marked to the contrary below) nominees listed below
</TABLE>
Edward E. Crutchfield, Jr., John R. Farmer, William O. McCoy and John H. Mullin,
III
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
the nominee's name on the space provided.)
- --------------------------------------------------------------------------------
2. Proposal to approve the appointment of Ernst & Young as independent public
accountants for Liberty.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before said meeting.
PLEASE SIGN ON REVERSE SIDE AND RETURN IN THE ENCLOSED POSTAGE PAID ENVELOPE.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN
ACCORDANCE WITH INSTRUCTIONS CONTAINED HEREIN. IN THE ABSENCE OF SUCH
INSTRUCTIONS, THIS PROXY WILL BE VOTED IN FAVOR OF ALL THE FOREGOING PROPOSALS.
SHARES
Date , 1995
------------------------
----------------------------------
Signature
----------------------------------
Signature
(Please sign your name exactly as
it appears hereon. Executors,
administrators, guardians,
officers of corporations, and
others signing in a fiduciary
capacity should state their full
titles as such.)
