<PAGE> 1
As filed with the Securities and Exchange Commission on June 27, 1997
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------
THE LIBERTY CORPORATION
(Exact Name of Registrant as specified in its Charter)
--------------------
South Carolina 57-0507055
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2000 Wade Hampton Boulevard
Greenville, South Carolina 29615
(Address of Principal Executive Offices) (Zip Code)
THE PERFORMANCE INCENTIVE COMPENSATION PROGRAM
(Full Title of the Plan)
Martha G. Williams
Vice President, General Counsel and Secretary
The Liberty Corporation
2000 Wade Hampton Boulevard
Greenville, South Carolina 29615
(Name and Address of Agent for Service)
(864) 609-8300
(Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered(1) per share(2) price registration fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 1,500,000 shares
- ---------------------------------------------------------
Rights to Purchase Series A 750,000 rights $40.1875 $60,281,250 $18,268
Participating Cumulative Preferred
Stock, no par value (3)
===============================================================================================================================
</TABLE>
(1) Prior Registration Statements on Form S-8 have registered 2,800,000 shares
offered under this Plan and are deemed to cover the related 1,400,000 rights
through incorporation by reference of the Current Report on Form 8-K filed upon
adoption of the Right Plan.
(2) The price is estimated in accordance with Rule 457(h) under the Securities
Act of 1933, solely for the purpose of calculating the registration fee, and
represents the average of the high and low sale prices of the Common Stock of
The Liberty Corporation on June 25, 1997 as reported in the New York Stock
Exchange Composite Transactions.
(3) Prior to the occurrence of certain events, purchase rights for shares of
Series A Participating Cumulative Preferred Stock will not be evidenced
separately from the Common Stock.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by The Liberty Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated herein by reference as of their respective dates:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ending
March 31, 1997, as amended on June 26, 1997.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10 (File No. 1-5846), filed on December
30, 1968, as updated and restated by certain information contained under Item 5
of Part II of the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1992 and as updated by subsequently filed periodic reports; and
(d) The description of Rights to Purchase Series A Participating
Cumulative Preferred Stock contained in the Company's Registration Statement on
Form 8-A, filed on August 10, 1990.
All reports filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment
-2-
<PAGE> 3
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in any of such documents
hereby incorporated by reference will be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained
herein modifies or supersedes such statement. Any such statement so modified or
superseded will not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The opinion regarding the validity of the shares of Common Stock and
attached Rights to Purchase Series A Participating Cumulative Preferred Stock
filed with this Registration Statement has been given by Martha G. Williams,
Vice President, General Counsel and Secretary of the Company. As of May 31,
1997, Mrs. Williams owned a total of 112,521 shares of the Company's Common
Stock (including attached Rights), which include 13,796 restricted shares (and
Rights) granted but not yet vested under the Program, and held options to
purchase 10,000 shares of Common Stock (including attached Rights) under the
Program. Mrs. Williams is eligible to receive additional awards under the
Program.
Item 6. Indemnification of Directors and Officers
South Carolina Business Corporation Act
Section 33-8-510 of the South Carolina Business Corporation Act
("SCBCA") authorizes a South Carolina corporation to indemnify a director
against loss or expense incurred by the director as a result of a civil,
criminal, administrative, or investigative proceeding to which the director is
made a party by virtue of his status as a director, provided that the director
conducted himself in good faith and reasonably believed (1) in the case of
conduct in his official capacity, that his conduct was in the best interest of
the corporation, and (2) in all other cases, that his conduct was at least not
opposed to its best interest, and in the case of any criminal proceeding, that
the director had no reasonable cause to believe his conduct was unlawful.
Section 33-8-510 prohibits a South Carolina corporation from indemnifying a
director in the event of adjudicated liability in connection with a proceeding
by or in the right of the corporation, or in any other proceeding whether or not
in his official capacity, if the director was adjudged liable on the basis that
personal benefit was improperly received by him. Indemnification in connection
with a proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.
This indemnification under the SCBCA may be made by a South Carolina
corporation only upon (1) a determination that the standard of conduct set forth
in Section 33-8-510 has been met,
-3-
<PAGE> 4
made by the majority vote of a quorum of non-party directors, or if such a
quorum cannot be obtained, by majority vote of a committee consisting of two or
more non-party directors, by special legal counsel, or by the affirmative vote
of shareholders excluding shares owned, or the voting of which is controlled, by
directors who are parties to the proceeding; and (2) authorization of
indemnification, made in the same manner as the determination that
indemnification is permissible, except that, if the determination is made by
special legal counsel, authorization must be made by majority vote of a quorum
of non-party directors or a special committee consisting of two or more
non-party directors, or if such quorum or committee cannot be obtained, by
majority vote of the board of directors.
Section 33-8-520 of the SCBCA also provides for the mandatory
indemnification of a director for reasonable expenses if the director has been
wholly successful (whether or not on the merits) in the defense of any
proceeding to which he was a party because he is or was a director, unless
provided otherwise by the articles of incorporation. In addition, unless
provided otherwise by a corporation's articles of incorporation, Section
33-8-540 of the SCBCA authorizes a director to apply for indemnification by
court order, which may be granted if the court determines that the director is
entitled to mandatory indemnification or is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not the
director met the statutory standard of conduct, or was adjudged liable to the
corporation or improperly derived a personal benefit, but in that event
court-ordered indemnification is limited to reasonable expenses incurred in
connection with the proceeding.
A South Carolina corporation may pay for or reimburse the reasonable
expenses incurred by a director who is a party to a proceeding in advance of
final disposition of the proceeding if (1) the director furnishes the
corporation with a written affirmation of his good faith belief that he has met
the statutory standard of conduct described in Section 33-8-510, (2) the
director furnishes the corporation with a written promise to repay expenses
advanced if it is ultimately determined that he did not meet the standard of
conduct, and (3) the corporation determines, in the same manner required for
determining the statutory standard of conduct, that the facts as known would not
preclude indemnification under the SCBCA.
Section 33-8-560 of the SCBCA permits a South Carolina corporation to
indemnify an officer, employee or agent who is not a director to the same extent
as to a director. An officer who is not a director is also entitled to the
mandatory indemnification and court-ordered indemnification available to a
director. A South Carolina corporation may also indemnify and advance expenses
to an officer, employee, or agent who is not a director to the extent,
consistent with public policy, that may be provided by its articles of
incorporation, bylaws, general or specific action of its board of directors, or
contract.
The SCBCA provides that a South Carolina corporation has the power to
purchase and maintain insurance on behalf of any director, officer, employee or
agent of the corporation, or one serving as such for another entity or
enterprise at the request of the corporation, against liability whether or not
the corporation would have the power to indemnify him against such liability
under the SCBCA.
-4-
<PAGE> 5
The SCBCA validates provisions in the articles of incorporation or
bylaws of a South Carolina corporation, resolutions of its shareholders or board
of directors, or otherwise, only to the extent such provisions or resolutions
are consistent with the SCBCA, but does not limit a corporation's power to pay
or reimburse expenses incurred by a director in connection with his appearance
as a witness in a proceeding at a time when he is not a defendant or respondent
to the proceeding.
Bylaws
Article Five of the Company's Bylaws permits indemnification to the
fullest extent permitted by the SCBCA. Under Article Five, any present or former
director, officer or employee of the Company, or any person, who, at the request
of the Company, may have served as a director or officer of another company in
which the Company owns shares or of which the Company is a creditor, is entitled
to reimbursement of expenses and other liabilities, including attorney's fees
actually and reasonably incurred by him and any amount owing or paid by him in
connection with a civil, criminal or administrative proceeding to which he is a
party by reason of being or having been a director, officer or employee of the
Company or such other company.
Article Five also authorizes the Company to purchase and maintain
insurance on behalf of any present or former director, officer or employee of
the Company, or any person who, at the request of the Company, may have served
as a director or officer of any company in which the Company owns shares or in
which the Company is a creditor, against any liability asserted against him and
incurred by him in any such capacity or arising out of his status as such
together with all costs, fees, penalties, fines and the like with respect
thereto.
Insurance Policies
The Company currently maintains an insurance policy providing
reimbursement of indemnification payments to officers and directors of the
Company and its subsidiaries and reimbursement of certain liabilities incurred
by directors and officers of the Company and its subsidiaries in their
capacities as such, to the extent that they are not indemnified by the Company.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 See Articles 4, 5, 7, 9 and 10 of the Company's Restated Articles of
Incorporation (filed as Exhibit 3.1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1997, as amended on June
26, 1997 and incorporated herein by reference) and Articles I, II and
VI of the Company's bylaws (filed as Exhibit 3.2 to the Company's
-5-
<PAGE> 6
Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 and
incorporated herein by reference).
4.2 See the Form of Rights Agreement dated as of August 7, 1990 between The
Liberty Corporation and The Bank of New York, as Rights Agent, which
includes as Exhibit B thereto the form of Right Certificate (filed as
Exhibits 1 and 2 to the Company's Form 8-A, dated August 10, 1990, and
incorporated herein by reference) with respect to the Rights to
purchase Series A Participating Cumulative Preferred Stock.
4.3 The Performance Incentive Compensation Program, as Amended and Restated
on February 4, 1997 was filed as Exhibit B to the Company's Proxy
Statement, dated March 27, 1997, for its Annual Meeting of
Shareholders, was approved by the shareholders at that meeting, and is
incorporated herein by reference.
5.1 Opinion of Martha G. Williams, General Counsel of the Company, as to
the validity of the securities being registered, including consent to
the filing of her opinion.
23.1 Consent of Independent Auditors
2.3.2 Consent of Martha G. Williams is included in Exhibit 5.1.
24.1 Power of Attorney of Rufus C. Barkley, Jr.
24.2 Power of Attorney of Edward E. Crutchfield
24.3 Power of Attorney of John R. Farmer
24.4 Power of Attorney of W. W. Johnson
24.5 Power of Attorney of William O. McCoy
24.6 Power of Attorney of Buck Mickel
24.7 Power of Attorney of John H. Mullin, III
24.8 Power of Attorney of Benjamin F. Payton
24.9 Power of Attorney of J. Thurston Roach
24.10 Power of Attorney of Eugene E. Stone, IV
24.11 Power of Attorney of William B. Timmerman
-6-
<PAGE> 7
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and each filing of an annual report of the Plan (or the
Predecessor Plan) pursuant to Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
-7-
<PAGE> 8
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
-8-
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Greenville, State of South Carolina, on June 27,
1997.
THE LIBERTY CORPORATION
By:/S/ HAYNE HIPP
-------------------------------------
Hayne Hipp
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/S/ HAYNE HIPP President, Chief Executive June 27, 1997
- ------------------------------ Officer and Director
Hayne Hipp
/S/ H. RAY EANES Senior Vice President Finance June 27, 1997
- ------------------------------ & Treasurer (Chief Financial Officer)
H. Ray Eanes
/S/ KENNETH W. JONES Corporate Controller June 27, 1997
- ------------------------------
Kenneth W. Jones
</TABLE>
-9-
<PAGE> 10
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/S/ RUFUS C. BARKLEY, JR.* Director June 27, 1997
- ------------------------------
Rufus C. Barkley, Jr.
/S/ EDWARD E. CRUTCHFIELD* Director June 27, 1997
- ------------------------------
Edward E. Crutchfield
/S/ JOHN R. FARMER* Director June 27, 1997
- ------------------------------
John R. Farmer
/S/ W.W. JOHNSON* Director June 27, 1997
- ------------------------------
W. W. Johnson
/S/ WILLIAM O. MCCOY* Director June 27, 1997
- ------------------------------
William O. McCoy
/S/ BUCK MICKEL* Director June 27, 1997
- ------------------------------
Buck Mickel
/S/ JOHN H. MULLIN, III* Director June 27, 1997
- ------------------------------
John H. Mullin, III
/S/ BENJAMIN F. PAYTON* Director June 27, 1997
- ------------------------------
Benjamin F. Payton
/S/ J. THURSTON ROACH* Director June 27, 1997
- ------------------------------
J. Thurston Roach
/S/ EUGENE E. STONE, IV* Director June 27, 1997
- ------------------------------
Eugene E. Stone, IV
/S/ WILLIAM B. TIMMERMAN* Director June 27, 1997
- ------------------------------
William B. Timmerman
</TABLE>
*By Martha G. Williams as attorney-in-fact
/S/ MARTHA G. WILLIAMS
- ------------------------------
Martha G. Williams as attorney-in-fact
for the individuals as indicated
-10-
<PAGE> 11
INDEX TO EXHIBITS
Exhibit
Number Exhibit
4.1 See Articles 4, 5, 7, 9 and 10 of the Company's Restated
Articles of Incorporation (filed as Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, as amended on June 26, 1997, and incorporated
herein by reference) and Articles I, II and VI of the
Company's bylaws (filed as Exhibit 3.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1994 and incorporated herein by reference).
4.2 See the Form of Rights Agreement dated as of August 7, 1990
between The Liberty Corporation and The Bank of New York, as
Rights Agent, which includes as Exhibit B thereto the form of
Right Certificate (filed as Exhibits 1 and 2 to the Company's
Form 8-A, dated August 10, 1990, and incorporated herein by
reference) with respect to the Rights to purchase Series A
Participating Cumulative Preferred Stock
4.3 The Performance Incentive Compensation Program, as Amended and
Restated on February 4, 1997 was filed as Exhibit B to the
Company's Proxy Statement, dated March 27, 1997, for its
Annual Meeting of Shareholders, was approved by the
shareholders at that meeting, and is incorporated herein by
reference.
5.1 Opinion of Martha G. Williams, General Counsel of the Company,
as to the validity of the securities being registered,
including consent to the filing of her opinion.
23.1 Consent of Independent Auditors
23.2 Consent of Martha G. Williams is included in Exhibit 5.1.
24.1 Power of Attorney of Rufus C. Barkley, Jr.
24.2 Power of Attorney of Edward E. Crutchfield
24.3 Power of Attorney of John R. Farmer
24.4 Power of Attorney of W. W. Johnson
-11-
<PAGE> 12
24.5 Power of Attorney of William O. McCoy
24.6 Power of Attorney of Buck Mickel
24.7 Power of Attorney of John H. Mullin, III
24.8 Power of Attorney of Benjamin F. Payton
24.9 Power of Attorney of J. Thurston Roach
24.10 Power of Attorney of Eugene E. Stone, IV
24.11 Power of Attorney of William B. Timmerman
-12-
<PAGE> 1
EXHIBIT 5.1
[LIBERTY LETTERHEAD]
June 27, 1997
The Liberty Corporation
2000 Wade Hampton Boulevard
Greenville, S.C. 29615
Re: The Liberty Corporation Registration Statement on Form S-8
The Performance Incentive Compensation Program
(As Amended and Restated on February 4, 1997)
Ladies and Gentlemen:
I am General Counsel for The Liberty Corporation ("Liberty") and have
acted on behalf of Liberty in connection with its Registration Statement on Form
S-8 to register under the Securities Act of 1933, as amended, 1,500,000 shares
of Common Stock, no par value (the "Shares"), and 750,000 attached Rights to
Purchase Series A Participating Cumulative Preferred Stock (the "Rights") of
Liberty issuable pursuant to The Performance Incentive Compensation Program (as
amended and restated on February 4, 1997) (the "Program") and pursuant to awards
granted thereunder. The Program authorizes the issuance of a total of 4,300,000
Shares (including 2,150,000 attached Rights), of which 1,500,000 Shares and
750,000 attached Rights are being registered at this time.
I have examined and am familiar with originals or copies, certified or
otherwise identified to my satisfaction, of such documents, corporate records
and other instruments as I have deemed necessary or appropriate in connection
with rendering this opinion.
Based on the foregoing, I am of the opinion that the Shares and the
attached Rights, when issued and delivered in accordance with the terms of the
Program and awards granted under the Program will be legally issued, fully paid
and non-assessable.
I consent to the filing of this opinion as an exhibit to the above
mentioned Registration Statement on Form S-8 and to the reference to me under
Item 5 "Interests of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
/s/ Martha G. Williams
Martha G. Williams
Vice President, General Counsel
and Secretary
Exhibit 5
<PAGE> 1
EXHIBIT 23.1
[ERNST & YOUNG LLP LETTERHEAD]
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to The Performance Incentive Compensation Program of The Liberty
Corporation of our report dated February 10, 1997 with respect to the
consolidated financial statements of The Liberty Corporation incorporated by
reference in its Annual Report (Form 10-K), and dated March 24, 1997 with
respect to the schedules included in its Annual Report (Form 10-K) filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Greenville, South Carolina
June 25, 1997
<PAGE> 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that I, RUFUS C. BARKLEY, JR., Director
of The Liberty Corporation, do hereby constitute and appoint Martha G. Williams
and Susan E. Cyr and each of them, my true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for me and in my
name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 and any amendments thereto (including any post-effective
amendments) for The Performance Incentive Compensation Program, As Amended and
Restated on February 4, 1997 (the "Program") of The Liberty Corporation and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission under the Securities Act
of 1933, with respect to the registration in mid-1997 of shares of The Liberty
Corporation common stock and related Rights to Purchase Series A Participating
Cumulative Preferred Stock, which securities are to be offered to officers,
other key employees and directors of The Liberty Corporation and its
subsidiaries in accordance with and pursuant to the Program, granting unto such
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do in person,
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall not be affected by my physical disability
or mental incompetence which renders me incapable of managing by own estate
except as provided by applicable statute.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 30th day
of May, 1997.
/s/ Rufus C. Barkley, Jr. (Seal)
--------------------------------------------
Director, The Liberty Corporation
A South Carolina Corporation
/s/ Rebecca G. Saruis (Seal)
- ------------------------------------
Notary Public for South Carolina
My Commission Expires: 6/16/2003
-------------
Exhibit 24.1
<PAGE> 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that I, EDWARD E. CRUTCHFIELD, Director
of The Liberty Corporation, do hereby constitute and appoint Martha G. Williams
and Susan E. Cyr and each of them, my true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for me and in my
name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 and any amendments thereto (including any post-effective
amendments) for The Performance Incentive Compensation Program, As Amended and
Restated on February 4, 1997 (the "Program") of The Liberty Corporation and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission under the Securities Act
of 1933, with respect to the registration in mid-1997 of shares of The Liberty
Corporation common stock and related Rights to Purchase Series A Participating
Cumulative Preferred Stock, which securities are to be offered to officers,
other key employees and directors of The Liberty Corporation and its
subsidiaries in accordance with and pursuant to the Program, granting unto such
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do in person,
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall not be affected by my physical disability
or mental incompetence which renders me incapable of managing by own estate
except as provided by applicable statute.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 29th day
of May, 1997.
/s/ Edward E. Crutchfield (Seal)
--------------------------------------------
Director, The Liberty Corporation
A South Carolina Corporation
/s/ Nancy Ann Skidmore (Seal)
- ------------------------------------
Notary Public for Mecklenburg County, North Carolina
My Commission Expires: 5/30/1999
-------------
Exhibit 24.2
<PAGE> 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that I, JOHN R. FARMER, Director of The
Liberty Corporation, do hereby constitute and appoint Martha G. Williams and
Susan E. Cyr and each of them, my true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for me and in my name, place
and stead, in any and all capacities, to sign a Registration Statement on Form
S-8 and any amendments thereto (including any post-effective amendments) for The
Performance Incentive Compensation Program, As Amended and Restated on February
4, 1997 (the "Program") of The Liberty Corporation and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission under the Securities Act of 1933, with
respect to the registration in mid-1997 of shares of The Liberty Corporation
common stock and related Rights to Purchase Series A Participating Cumulative
Preferred Stock, which securities are to be offered to officers, other key
employees and directors of The Liberty Corporation and its subsidiaries in
accordance with and pursuant to the Program, granting unto such
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do in person,
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall not be affected by my physical disability
or mental incompetence which renders me incapable of managing by own estate
except as provided by applicable statute.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 30th day
of May, 1997.
/s/ John R. Farmer (Seal)
--------------------------------------------
Director, The Liberty Corporation
A South Carolina Corporation
/s/ Sandra Lee Kirkus (Seal)
- ------------------------------------
Notary Public for South Carolina
My Commission Expires: 2/13/2000
-------------
Exhibit 24.3
<PAGE> 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that I, W. W. JOHNSON, Director of The
Liberty Corporation, do hereby constitute and appoint Martha G. Williams and
Susan E. Cyr and each of them, my true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for me and in my name, place
and stead, in any and all capacities, to sign a Registration Statement on Form
S-8 and any amendments thereto (including any post-effective amendments) for The
Performance Incentive Compensation Program, As Amended and Restated on February
4, 1997 (the "Program") of The Liberty Corporation and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission under the Securities Act of 1933, with
respect to the registration in mid-1997 of shares of The Liberty Corporation
common stock and related Rights to Purchase Series A Participating Cumulative
Preferred Stock, which securities are to be offered to officers, other key
employees and directors of The Liberty Corporation and its subsidiaries in
accordance with and pursuant to the Program, granting unto such
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do in person,
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall not be affected by my physical disability
or mental incompetence which renders me incapable of managing by own estate
except as provided by applicable statute.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 29th day
of May, 1997.
/s/ W.W. Johnson (Seal)
--------------------------------------------
Director, The Liberty Corporation
A South Carolina Corporation
/s/ Lynn S. Boylston (Seal)
- ------------------------------------
Notary Public for South Carolina
My Commission Expires: 3/19/2006
-------------
Exhibit 24.4
<PAGE> 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that I, WILLIAM O. MCCOY, Director of
The Liberty Corporation, do hereby constitute and appoint Martha G. Williams and
Susan E. Cyr and each of them, my true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for me and in my name, place
and stead, in any and all capacities, to sign a Registration Statement on Form
S-8 and any amendments thereto (including any post-effective amendments) for The
Performance Incentive Compensation Program, As Amended and Restated on February
4, 1997 (the "Program") of The Liberty Corporation and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission under the Securities Act of 1933, with
respect to the registration in mid-1997 of shares of The Liberty Corporation
common stock and related Rights to Purchase Series A Participating Cumulative
Preferred Stock, which securities are to be offered to officers, other key
employees and directors of The Liberty Corporation and its subsidiaries in
accordance with and pursuant to the Program, granting unto such
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do in person,
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall not be affected by my physical disability
or mental incompetence which renders me incapable of managing by own estate
except as provided by applicable statute.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 30th day
of May, 1997.
/s/ William O. McCoy (Seal)
--------------------------------------------
Director, The Liberty Corporation
A South Carolina Corporation
/s/ Beck S. Spaugh (Seal)
- ------------------------------------
Notary Public for Orange County, North Carolina
My Commission Expires: 6/1/1997
-------------
Exhibit 24.5
<PAGE> 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that I, BUCK MICKEL, Director of The
Liberty Corporation, do hereby constitute and appoint Martha G. Williams and
Susan E. Cyr and each of them, my true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for me and in my name, place
and stead, in any and all capacities, to sign a Registration Statement on Form
S-8 and any amendments thereto (including any post-effective amendments) for The
Performance Incentive Compensation Program, As Amended and Restated on February
4, 1997 (the "Program") of The Liberty Corporation and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission under the Securities Act of 1933, with
respect to the registration in mid-1997 of shares of The Liberty Corporation
common stock and related Rights to Purchase Series A Participating Cumulative
Preferred Stock, which securities are to be offered to officers, other key
employees and directors of The Liberty Corporation and its subsidiaries in
accordance with and pursuant to the Program, granting unto such
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do in person,
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall not be affected by my physical disability
or mental incompetence which renders me incapable of managing by own estate
except as provided by applicable statute.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this day of
May, 1997.
/s/ Buck Mickel (Seal)
--------------------------------------------
Director, The Liberty Corporation
A South Carolina Corporation
/s/ Dorothy F. King (Seal)
- ------------------------------------
Notary Public for South Carolina
My Commission Expires: 2/13/2000
-------------
Exhibit 24.6
<PAGE> 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that I, JOHN H. MULLIN, III, Director of
The Liberty Corporation, do hereby constitute and appoint Martha G. Williams and
Susan E. Cyr and each of them, my true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for me and in my name, place
and stead, in any and all capacities, to sign a Registration Statement on Form
S-8 and any amendments thereto (including any post-effective amendments) for The
Performance Incentive Compensation Program, As Amended and Restated on February
4, 1997 (the "Program") of The Liberty Corporation and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission under the Securities Act of 1933, with
respect to the registration in mid-1997 of shares of The Liberty Corporation
common stock and related Rights to Purchase Series A Participating Cumulative
Preferred Stock, which securities are to be offered to officers, other key
employees and directors of The Liberty Corporation and its subsidiaries in
accordance with and pursuant to the Program, granting unto such
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do in person,
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall not be affected by my physical disability
or mental incompetence which renders me incapable of managing by own estate
except as provided by applicable statute.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 31st day
of May, 1997.
/s/ John H. Mullin, III (Seal)
--------------------------------------------
Director, The Liberty Corporation
A South Carolina Corporation
/s/ Jean M. Gesghegan (Seal)
- ------------------------------------
Notary Public for Charlotte County, Virginia
My Commission Expires: 3/1998
-------------
Exhibit 24.7
<PAGE> 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that I, BENJAMIN F. PAYTON, Director of
The Liberty Corporation, do hereby constitute and appoint Martha G. Williams and
Susan E. Cyr and each of them, my true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for me and in my name, place
and stead, in any and all capacities, to sign a Registration Statement on Form
S-8 and any amendments thereto (including any post-effective amendments) for The
Performance Incentive Compensation Program, As Amended and Restated on February
4, 1997 (the "Program") of The Liberty Corporation and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission under the Securities Act of 1933, with
respect to the registration in mid-1997 of shares of The Liberty Corporation
common stock and related Rights to Purchase Series A Participating Cumulative
Preferred Stock, which securities are to be offered to officers, other key
employees and directors of The Liberty Corporation and its subsidiaries in
accordance with and pursuant to the Program, granting unto such
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do in person,
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall not be affected by my physical disability
or mental incompetence which renders me incapable of managing by own estate
except as provided by applicable statute.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 30th day
of May, 1997.
/s/ Benjamin F. Payton (Seal)
--------------------------------------------
Director, The Liberty Corporation
A South Carolina Corporation
/s/ Marjorie K. Williams (Seal)
- ------------------------------------
Notary Public for South Carolina
My Commission Expires: 7/6/2004
-------------
Exhibit 24.8
<PAGE> 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that I, J. THURSTON ROACH, Director of
The Liberty Corporation, do hereby constitute and appoint Martha G. Williams and
Susan E. Cyr and each of them, my true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for me and in my name, place
and stead, in any and all capacities, to sign a Registration Statement on Form
S-8 and any amendments thereto (including any post-effective amendments) for The
Performance Incentive Compensation Program, As Amended and Restated on February
4, 1997 (the "Program") of The Liberty Corporation and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission under the Securities Act of 1933, with
respect to the registration in mid-1997 of shares of The Liberty Corporation
common stock and related Rights to Purchase Series A Participating Cumulative
Preferred Stock, which securities are to be offered to officers, other key
employees and directors of The Liberty Corporation and its subsidiaries in
accordance with and pursuant to the Program, granting unto such
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do in person,
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall not be affected by my physical disability
or mental incompetence which renders me incapable of managing by own estate
except as provided by applicable statute.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 29th day
of May, 1997.
/s/ J. Thurston Roach (Seal)
--------------------------------------------
Director, The Liberty Corporation
A South Carolina Corporation
/s/ Colleen Musgrave (Seal)
- ------------------------------------
Notary Public for Washington State
My Commission Expires: 4/1/2001
-------------
Exhibit 24.9
<PAGE> 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that I, EUGENE E. STONE, IV, Director of
The Liberty Corporation, do hereby constitute and appoint Martha G. Williams and
Susan E. Cyr and each of them, my true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for me and in my name, place
and stead, in any and all capacities, to sign a Registration Statement on Form
S-8 and any amendments thereto (including any post-effective amendments) for The
Performance Incentive Compensation Program, As Amended and Restated on February
4, 1997 (the "Program") of The Liberty Corporation and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission under the Securities Act of 1933, with
respect to the registration in mid-1997 of shares of The Liberty Corporation
common stock and related Rights to Purchase Series A Participating Cumulative
Preferred Stock, which securities are to be offered to officers, other key
employees and directors of The Liberty Corporation and its subsidiaries in
accordance with and pursuant to the Program, granting unto such
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do in person,
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall not be affected by my physical disability
or mental incompetence which renders me incapable of managing by own estate
except as provided by applicable statute.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 30th day
of May, 1997.
/s/ Eugene E. Stone, IV (Seal)
--------------------------------------------
Director, The Liberty Corporation
A South Carolina Corporation
/s/ Vickie L. Rasmussen (Seal)
- ------------------------------------
Notary Public for South Carolina
My Commission Expires: 10/4/2003
-------------
Exhibit 24.10
<PAGE> 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that I, WILLIAM B. TIMMERMAN, Director
of The Liberty Corporation, do hereby constitute and appoint Martha G. Williams
and Susan E. Cyr and each of them, my true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for me and in my
name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 and any amendments thereto (including any post-effective
amendments) for The Performance Incentive Compensation Program, As Amended and
Restated on February 4, 1997 (the "Program") of The Liberty Corporation and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission under the Securities Act
of 1933, with respect to the registration in mid-1997 of shares of The Liberty
Corporation common stock and related Rights to Purchase Series A Participating
Cumulative Preferred Stock, which securities are to be offered to officers,
other key employees and directors of The Liberty Corporation and its
subsidiaries in accordance with and pursuant to the Program, granting unto such
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do in person,
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall not be affected by my physical disability
or mental incompetence which renders me incapable of managing by own estate
except as provided by applicable statute.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 6th day
of May, 1997.
/s/ William B. Timmerman (Seal)
--------------------------------------------
Director, The Liberty Corporation
A South Carolina Corporation
/s/ Marjorie K. Williams (Seal)
- ------------------------------------
Notary Public for South Carolina
My Commission Expires: 7/6/2004
Exhibit 24.11
