<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 26, 1998
Dear Shareholder:
We cordially invite you to attend the 1998 Annual Meeting of Shareholders
of The Liberty Corporation on Tuesday, May 5, 1998, at 10:30 a.m. in the
Company's Headquarters Building located at 2000 Wade Hampton Boulevard,
Greenville, South Carolina.
The accompanying Notice of Meeting and Proxy Statement describe the matters
to be considered and voted upon at the meeting. We will also review the major
Company developments in 1997.
Your participation in the affairs of Liberty is important, regardless of
the number of shares you hold. To ensure your representation at the meeting,
whether or not you attend, please complete and return the enclosed proxy card as
soon as possible.
We look forward to seeing you on May 5. Coffee will be served prior to the
meeting, when the members of the Board of Directors hope to visit with you.
Cordially,
/s/HAYNE HIPP
HAYNE HIPP
President
<PAGE> 3
THE LIBERTY CORPORATION
WADE HAMPTON BOULEVARD
GREENVILLE, S. C. 29615
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
---------------------
March 26, 1998
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 5, 1998 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 16, 1998 will be entitled to vote at the meeting or any adjournment
thereof.
A copy of the 1997 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 26, 1998
THE LIBERTY CORPORATION
WADE HAMPTON BOULEVARD
GREENVILLE, S. C. 29615
---------------------
PROXY STATEMENT
---------------------
The 1998 Annual Meeting of Shareholders of The Liberty Corporation
("Liberty" or the "Company") will be held on May 5, 1998 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 $4,000 plus out-of-pocket expenses.
Each shareholder is entitled to one vote for each share of Common Stock and
each share of Preferred Stock of Liberty held at the close of business on March
16, 1998, the record date for the Annual Meeting. On that date there were
18,608,078 shares of Common Stock, 239,436 shares of Series 1994-A Preferred
Stock, 508,889 shares of Series 1994-B Preferred Stock, and 599,985 shares of
Series 1995-A Preferred Stock outstanding.
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 matter to be acted upon, proxies
will be voted in accordance with the recommendations of the Board of Directors
on such matter. Proxies may be revoked at any time prior to the voting of the
proxy by written notice to the Company's Corporate Secretary, by delivery of a
later dated proxy, or by attending the Annual Meeting and voting in person.
In voting on the election of directors, shareholders may vote in favor of
all nominees or withhold their votes as to some or all nominees. In voting on
the selection of independent public accountants, shareholders may vote FOR,
AGAINST or ABSTAIN with respect to the proposal. Unless other instructions are
indicated on the proxy card, all properly executed proxies received by the
Company will be voted FOR the election of all the nominees named under "Election
of Directors" and FOR the selection of Ernst and Young LLP as the Company's 1998
independent public accountants. Some proxies may include broker non-votes. A
broker non-vote occurs when a broker holding stock in street name does not have
discretion to vote the shares on a particular matter without receiving specific
instructions from the beneficial owner and has not received any such
instructions.
The election of directors is decided by a plurality of the shares voting in
person or by proxy at the Annual Meeting. Votes withheld and broker non-votes
will not be included in vote totals for director nominees and will have no
effect on the outcome of the election. The selection of independent public
accountants will be determined by a majority of the shares voting in person or
by proxy at the Annual Meeting. Abstentions and broker non-votes will not affect
the outcome of the vote on this matter.
<PAGE> 5
The presence, in person or by proxy, of at least a majority of the total
number of outstanding shares is necessary to constitute a quorum at the Annual
Meeting. Any proxy authorized to be voted at the meeting on any matter
(including on routine matters pursuant to the discretionary authority granted in
management's proxy), whether or not the proxy is marked to "WITHHOLD AUTHORITY",
to "ABSTAIN" or to effect a broker non-vote on any proposal, will be counted in
establishing a quorum.
ITEM 1. ELECTION OF DIRECTORS
INFORMATION RESPECTING THE BOARD AND NOMINEES
The Board, which held four meetings during 1997, has standing Audit,
Compensation, and Nominating Committees. The memberships and principal
responsibilities of these Committees are described below.
The Audit Committee, which met two times during 1997, currently includes
Edward E. Crutchfield, Chairman, John R. Farmer, J. Thurston Roach, and William
B. Timmerman. 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.
The Compensation Committee, which met two times during 1997, currently
includes William O. McCoy, Chairman, John H. Mullin, III and Eugene E. Stone,
IV. 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 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 1999 meeting provided such nominations are
made in writing in accordance with the procedures set forth in the Company's
Bylaws and are submitted no later than December 1, 1998 to the Corporate
Secretary at the Company's above stated address for referral to the Nominating
Committee.
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, 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 2001 and
until their successors are duly elected and qualified. The terms of office of
the other eight 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.
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.
2
<PAGE> 6
Following is information about each nominee for Director or Director whose
term continues after the meeting, including certain biographical data.
NOMINEES FOR DIRECTOR
FOR TERMS EXPIRING IN MAY 2001:
EDWARD E. CRUTCHFIELD is Chairman and Chief Executive Officer of First
Union Corporation, a bank holding company, located in Charlotte, North Carolina.
Mr. Crutchfield has served as a Director of Liberty since 1989 and also serves
as a Director of VF Corporation. He is 56 years old.
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 1994 and, previously,
served as a General Partner of Goldman, Sachs & Co. and Managing Director of
Goldman, Sachs, International. Mr. Farmer was first elected a Director of
Liberty in 1995. He is 59 years old.
WILLIAM O. MCCOY is Vice President and Chief Financial Officer of the
University of North Carolina, Chapel Hill, North Carolina, a position he assumed
in 1995. Previously, he served as Vice Chairman of the Board of BellSouth
Corporation, Atlanta, Georgia, and as President and Chief Executive Officer of
BellSouth Enterprises, Incorporated. Mr. McCoy has served as a Director of
Liberty since 1984 and also serves as a Director of Carolina Power and Light
Company, Kenan Transport Company, Fidelity Investments and The Weeks
Corporation. He is 64 years old.
JOHN H. MULLIN, III is Chairman of Ridgeway Farm, LLC, a company engaged in
timber and agricultural activities, located in Brookneal, Virginia. He also
serves as a Director of ACX Technologies, Inc. and Alex. Brown Realty, Inc. and
is a Trustee of The Putnam Funds. Mr. Mullin was first elected a Director of
Liberty in 1989. He is 56 years old.
DIRECTORS CONTINUING IN OFFICE
TERMS EXPIRING IN MAY 1999:
RUFUS C. BARKLEY, JR. is the Chairman of the Board of Cameron and Barkley
Company, an industrial, electrical and electronics supplier of Charleston, South
Carolina, a position he has held since 1959. Mr. Barkley first became a Director
of Liberty in 1970. He is 68 years old.
W. W. JOHNSON is Chairman of the Executive Committee of the Board of
Directors of NationsBank Corporation, a bank holding company, headquartered in
Charlotte, North Carolina. Mr. Johnson first became a Director of Liberty in
1973 and is also a Director of NationsBank Corporation, Duke Energy Corporation
and Alltel Corporation. He is 67 years old.
BENJAMIN F. PAYTON is President of Tuskegee University, Tuskegee, Alabama.
He was elected a Director of Liberty in 1973 and is also a Director of AmSouth
Bancorporation, ITT Corporation, Morrison Health Care, Inc., Praxair, Inc., Ruby
Tuesday, Inc. and Sonat, Inc. Dr. Payton is 65 years old.
EUGENE E. STONE, IV, is Chairman of Umbro International, Inc., formerly
known as Stone Manufacturing Co., a marketer of soccer apparel and equipment.
Umbro's corporate headquarters are located
3
<PAGE> 7
in Greenville, South Carolina. Mr. Stone first became a Director of Liberty in
1996 and also serves as a Director of Carolina First Bank. He is 59 years old.
TERMS EXPIRING IN MAY 2000:
HAYNE HIPP has served as President and Chief Executive Officer of Liberty
since 1981 and has served as Chairman since 1995. He also served as Chairman of
Liberty Life (1979-1997). Mr. Hipp first became a Director of Liberty in 1977
and also serves on the Boards of Wachovia Corporation and SCANA Corporation. He
is 58 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. Mr. Mickel has been a member of Liberty's Board of Directors
since 1969 and is also a Director of Duke Energy Corporation, Delta Woodside
Industries, Incorporated, Insignia Financial Group, RSI Holdings Inc. and
Emergent Group Incorporated. Mr. Mickel is 72 years old.
J. THURSTON ROACH joined Owens Corning, a producer of high performance
glass fiber composites and building materials, located in Toledo, Ohio, in
February, 1998, as a Senior Vice President and as President of its North
American Building Materials Systems Business. Previously, Mr. Roach served as
Vice Chairman of Simpson Investment Company (7/97-2/98), President of Simpson
Timber Company (1/96-7/97) and Senior Vice President, Chief Financial Officer
and Secretary of Simpson Investment Company (7/84-1/96). He was first elected a
Director of Liberty in 1994. Mr. Roach is 56 years old.
WILLIAM B. TIMMERMAN is Chairman of the Board, President and Chief
Executive Officer of SCANA Corporation, a utilities company located in Columbia,
South Carolina. He has held these positions since March 1, 1997. Mr. Timmerman
was elected President of SCANA on December 13, 1995 and Chief Operating Officer
on August 21, 1996. From May 1, 1994 to December 13, 1995, he was Executive Vice
President, Chief Financial Officer and Controller. Previously, he was Senior
Vice President of SCANA as well as its Chief Financial Officer and Controller.
Mr. Timmerman was first elected a Director of Liberty in 1997 and also serves as
a Director of ITC DeltaCom, Inc., Powertel, Inc. and Wachovia Bank of South
Carolina. He is 51 years old.
- ---------------
1. References to "Liberty Life" are to Liberty Life Insurance Company, a
wholly-owned subsidiary of Liberty.
2. J. Thurston Roach attended 67% 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 1997 from Liberty and its
subsidiaries of more than $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
----------------------- --------------------------
SHARES
RESTRICTED UNDERLYING ALL OTHER
STOCK STOCK COMPENSATION
NAME AND PRINCIPAL POSITION(1) YEAR SALARY ($) BONUS ($) ($) (2) OPTIONS (#) ($) (3)
------------------------------ ---- ---------- --------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
James M. Keelor 1997 $297,376 $302,016 $ 670,313(4) 30,000 $22,147
President of Cosmos 1996 262,215 349,528 305,156 -0- 21,945
1995 262,586 203,399 252,669 -0- 21,932
Hayne Hipp 1997 412,500 104,700 1,625,000(4) -0- 24,030
Chairman, President & CEO of Liberty 1996 383,333 101,000 937,500 -0- 23,743
1995 333,334 103,350 1,060,625(5) -0- 23,793
Jennie M. Johnson 1997 210,000 67,202 511,184(4) 30,000 21,611
President of Pierce National 1996 186,666 77,723 290,625 -0- 21,022
1995 175,000 89,570 340,761 -0- 21,073
Ronald F Loewen 1997 200,000 71,877 487,500(4) 30,000 25,174
President of Liberty Life
Martha G. Williams 1997 217,000 73,273 515,572(4) 30,000 23,192
Vice President, General Counsel & 1996 213,000 92,092 193,438 -0- 22,113
Secretary of Liberty 1995 214,000 76,100 111,263 -0- 22,108
</TABLE>
- ---------------
(1) References to "Cosmos" are to Cosmos Broadcasting Corporation and to "Pierce
National" are to Pierce National Life Insurance Company. All companies
referenced are wholly-owned subsidiaries of Liberty. Mr. Loewen first became
an Executive Officer of Liberty on January 1, 1997.
(2) The aggregate restricted shareholdings at December 31, 1997 for each
individual named in the Summary Compensation Table were as follows: James M.
Keelor -- 33,970 shares valued at $1,588,098; Hayne Hipp -- 120,400 shares
(including 31,200 phantom units) valued at $5,628,700; Jennie M. Johnson --
30,228 shares valued at $1,413,159; Ronald F Loewen -- 15,000 shares valued
at $701,250; and Martha G. Williams -- 23,943 shares valued at $1,119,335.
(See Note 4 below for information relating to forfeited Performance
Restricted Stock, which has not been included in the aggregate restricted
shareholdings shown here.) 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 1997
(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: James M. Keelor -- $7,500, Hayne
Hipp -- $6,798, Jennie M. Johnson -- $4,078, Ronald F Loewen -- $7,500, and
Martha G. Williams -- $5,113; and b.) Company contributions under the
Retirement and Savings Plan for each named individual: James M.
Keelor -- $14,647, Hayne Hipp -- $17,832, Jennie M. Johnson -- $17,533,
Ronald F Loewen -- $17,674, and Martha G. Williams -- $18,079.
(4) Excludes value of Performance Restricted Stock that was forfeited because
required 1997 operating earnings targets were not met. The value of the
grant of the Performance Restricted Stock that was
5
<PAGE> 9
forfeited was as follows: James M. Keelor -- $91,406, Hayne
Hipp -- $406,250, Jennie M. Johnson -- $98,191, Ronald F Loewen -- $121,875,
and Martha G. Williams -- $93,803.
(5) Includes 14,000 restricted shares which were converted into phantom units
during 1997.
STOCK OPTIONS
The following table sets forth information with respect to stock options
granted during 1997 to the Senior Executives named in the Summary Compensation
Table pursuant to the Performance Incentive Compensation Program.
STOCK OPTION GRANTS IN THE LAST FISCAL YEAR
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
% OF TOTAL
OPTIONS GRANTED EXERCISE OR GRANT DATE
OPTIONS TO EMPLOYEES BASE PRICE EXPIRATION PRESENT
NAME GRANTED IN FISCAL YEAR ($/SHARE) DATE VALUE($)
- ---- ------- --------------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
James M. Keelor........................... 30,000 8.8% $40.625 2007 $426,500
Hayne Hipp................................ -0- n/a n/a n/a -0-
Jennie M. Johnson......................... 30,000 8.8% $40.625 2007 $426,500
Ronald F Loewen........................... 30,000 8.8% $40.625 2007 $426,500
Martha G. Williams........................ 30,000 8.8% $40.625 2007 $426,500
</TABLE>
In accordance with Securities and Exchange Commission ("SEC") rules, the
Black-Scholes pricing model was chosen to estimate the grant-date present value
of the options set forth in this table. The Company's use of this model should
not be construed as an endorsement of its accuracy at valuing options. All stock
option valuation models, including the Black-Scholes model, require a prediction
about the future movement of the stock price. The real value of the options in
this table depends upon the actual performance of the Company's stock during the
applicable period.
6
<PAGE> 10
The information set forth in the following table includes the number of
shares of Common Stock acquired on exercise of stock options by the Senior
Executives named in the Summary Compensation Table during 1997, the value
realized by these exercises calculated by multiplying the closing price of the
Company's stock on the exercise date by the number of shares acquired, less the
option price paid by the Senior Executives to the Company in order to acquire
these shares. Also shown is the number of unexercised options to purchase the
Company's Common Stock held by each of the Senior Executives at December 31,
1997, as well as the value of these unexercised options calculated by
multiplying the closing price of the Company's stock on December 31, 1997 by the
number of shares acquired, less the option price paid by the Senior Executives
to the Company in order to acquire these shares.
AGGREGATED OPTION EXERCISES IN 1997 AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF SHARES
UNDERLYING UNDERLYING
UNEXERCISED OPTIONS UNEXERCISED IN-THE-MONEY
SHARES AT 12/31/97 (#) OPTIONS AT 12/31/97 ($)
ACQUIRED ON ------------------- ------------------------
EXERCISE VALUE EXERCISABLE/ (1) EXERCISABLE/ (1)
NAME (#) REALIZED ($) UNEXERCISABLE (2) UNEXERCISABLE (2)
---- ----------- ------------ ------------------- ------------------------
<S> <C> <C> <C> <C>
James M. Keelor.................. 10,000 $205,000 (1) 21,000 (1) $470,000
(2) 33,000 (2) $235,875
Hayne Hipp....................... -0- -0- (1) -0- (1) -0-
(2) -0- (2) -0-
Jennie M. Johnson................ -0- -0- (1) 6,000 (1) $126,000
(2) 34,000 (2) $267,750
Ronald F Loewen.................. -0- -0- (1) 27,772 (1) $624,780
(2) 40,088 (2) $337,259
Martha G. Williams............... -0- -0- (1) 6,000 (1) $126,000
(2) 34,000 (2) $267,750
</TABLE>
Closing price of Company stock on New York Stock Exchange on December 31,
1997 was $46.75.
7
<PAGE> 11
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
450,000 125,000 180,000 225,000 270,000
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
Retirement and Savings Plan resulting from employer contributions, 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 Retirement and Savings Plan resulting from employer
contributions 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 eligible persons listed in the Summary Compensation
Table are as follows: Hayne Hipp -- 15 years, James M. Keelor -- 11 years and
Martha G. Williams -- 16 years.
DIRECTORS COMPENSATION
In 1997 each Director who is not also an officer of Liberty or one of its
subsidiaries received $20,000 annual compensation, plus an award of 750 shares
of Performance Restricted Stock and 750 shares of Restricted Stock. Provided the
Company meets specific operating earnings targets for that year, 20% of the
Performance Restricted Stock award can be earned each year over the next five
years. The operating earnings targets for 1997 were not met, and the 20%
traunche for 1997 was forfeited. The Restricted Stock will vest 20% per year
over the next five years. 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 graph 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
8
<PAGE> 12
contained in any such filing incorporating this proxy statement by reference,
except to the extent the Company incorporates such Report and graph by specific
reference.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is currently composed of Messrs. William O.
McCoy, Chairman, Eugene E. Stone, IV, and John H. Mullin, III, all of whom are
non-employee directors. The Committee provides overall guidance to the
compensation programs and stock ownership plans established for the Company's
executive officers, comprised mainly of operating subsidiary managers. Set forth
below is the Committee's report addressing the Company's compensation policies
for 1997.
Policies. The Company's broadcasting and life insurance businesses each
have distinct economic characteristics, marketplaces and operating conditions.
To maintain and grow the leadership position of the Company's operating
subsidiaries in terms of market share, revenue and profitability, the
Compensation Committee establishes compensation policies which are intended to:
(1) reward capable and productive employees and (2) reinforce the Company's
business strategies.
At present, the executive compensation program is composed of annual
incentive cash bonus, long-term incentive awards of stock options, restricted
stock and phantom stock units, and salary and benefits generally available to
executives in the insurance and broadcasting industries. The Company is subject
to the loss of the deduction for compensation in excess of $1,000,000 paid to
certain of the Company's executives unless the design and administration of the
compensation programs comply with the requirements of Section 162(m) of the
Internal Revenue Code. No officer of the Company received compensation in 1997
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, including an analysis of competitive market data. This data compares
the Company's compensation practices to those of groups of comparator companies
that have business operations in the insurance and broadcasting industries and
that are similar in size in terms of revenues and assets. Salaries are generally
targeted at the 50th percentile of the salaries of comparable positions at the
comparator companies. The opportunity for executive officers to earn
compensation in excess of the 50th percentile is provided by the annual
performance based bonus plan and the long-term incentive stock option and
restricted stock plan. The Performance Graph in this proxy statement 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 groups 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 1997 Management Bonus Plan (the
"Bonus Plan"). The Bonus Plan provided for cash bonus awards to executive
officers based on the 1997 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. As
earnings and shareholder value increase, bonus payouts increase proportionally.
The target awards set for the executive officers reflected the Committee's
subjective judgment as to the extent to which the participant could contribute
to the achievement of the Company's financial goals. Threshold actual earnings
of the Company and its business units were required before an executive officer
became eligible for a bonus. No bonuses would have been awarded to officers of
the Company or its business units if the actual
9
<PAGE> 13
earnings of the Company or the relevant business unit had been lower than target
earnings of the Company or the relevant business unit by 10%.
The bonus awards paid to the Company's executive officers ranged from 52%
to 134% of relevant target awards. The Chief Executive Officer's bonus award was
52% of his target award. 28% of combined salary and bonus paid to the executive
officers in 1997 was derived from the performance based bonus. 19% of combined
salary and bonus paid to the Chief Executive Officer was derived from
performance based bonus.
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 permits
the granting of several types of stock-based awards, all of which can be
performance based at the Committee's election:
- 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 a price equal to the market value of the Common
Stock on the date the option is awarded;
- Restricted Stock. Shares of Common Stock which the recipient cannot sell
or otherwise dispose of until a 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.
- Phantom Units. Book accounts for participants which can be vested in
increments over time and paid by delivery of a number of shares of Common
Stock equal to the number of phantom shares held in the book account and
which are forfeited if the recipient terminates employment for any reason
other than retirement, disability or death prior to vesting.
Prior to granting stock based awards to executive officers in 1997 the
Committee required each participant to purchase a significant amount of Common
Stock in the open market or from the Company and to agree that the newly
purchased Common Stock would not be sold or otherwise disposed of for a period
of five years. Formulas tied to an executive officer's base salary were utilized
in establishing the number of shares of restricted stock, performance based
restricted stock and stock options for each award. No emphasis was placed on the
number of shares in previous awards. Performance based restricted stock must be
earned by participants by meeting specific operating earnings targets over each
of the next five years. Participants forfeited the 1997 traunche when 1997
operating earnings targets were not achieved.
Salaries. Executive officers were granted base salary increases effective
May 1, 1997 after evaluating executives' levels of performance, responsibility
and internal equity issues, and after evaluating the range of salaries paid by
the comparative group of companies.
Chief Executive Officer. After evaluating the competitive total
compensation market data for the comparator companies and noting that the Chief
Executive Officer's salary and bonus was below the 50th percentile, it was
determined that a salary increase of $50,000 would be appropriate for the Chief
Executive Officer and would be within the range of cash compensation paid by the
comparator companies. The Committee also determined that an award of 50,000
shares of performance restricted stock, which might be earned by the Chief
Executive Officer if the Company met specific operating earnings targets over
each of the next five years, would be appropriate. The 1997 traunche was
forfeited when 1997 operating earnings targets were not achieved, decreasing the
number of shares available to be earned to 40,000.
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS:
Eugene E. Stone, IV William O. McCoy, Chairman John H. Mullin, III
10
<PAGE> 14
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1997 there were no interlocking relationships involving the
Company's executive officers and its directors.
CERTAIN TRANSACTIONS
W. W. Johnson, Chairman of the Executive Committee of NationsBank
Corporation, is a Director of Liberty. No executive officer of the Company
serves on the Board of Directors of NationsBank. Effective March 21, 1995,
Liberty entered into a Credit Agreement with a syndicate of banks pursuant to
which Liberty could borrow up to $375 million. Among the banks participating in
the syndicate of banks and their portion of the total debt at December 31, 1997
were: NationsBank for $18 million and First Union National Bank of North
Carolina for $10 million.
Edward E. Crutchfield, 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. In addition to participating in
the syndicate of banks described in the previous paragraph, during 1997 Liberty
Life paid approximately $89,900 in service fees to First Union Corporation for
collecting and remitting the premiums for life, accidental death and disability
policies held by mortgage customers of First Union.
William B. Timmerman, Chairman of the Board, President and Chief Executive
Officer of SCANA Corporation, an affiliate of South Carolina Electric and Gas
Company, is a Director of Liberty. 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 totaled approximately $357,800
during 1997.
Liberty Life entered into mortgage loan transactions of $1,640,000 to Top
Notch Retail Limited Partnership during 1992 and of $1,000,000 to PhotoMarker II
during 1996. The principals for each of these transactions include children of
Buck Mickel, a Director of Liberty; and collectively, their ownership interest
in each transaction exceeds 10%. At December 31, 1997, the balance on the Top
Notch Retail loan was $1,087,000 and the balance on the PhotoMarker II loan was
$967,670.
Management believes that the terms of the arrangements described in this
"Certain Transactions" section are as favorable to Liberty as are similar
transactions between unrelated parties.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS AND
CHANGE-OF-CONTROL ARRANGEMENTS
The Company has established a so-called "Rabbi Trust" by entering into a
trust agreement with Wachovia Bank, NA ("Trustee") to assure the satisfaction of
the obligations of the Company under phantom stock awards which relate to
deferred payments to the Chief Executive Officer ("Rabbi Trust"). Pursuant to
the Rabbi Trust, which is irrevocable, the Company has deposited, and is
obligated to maintain on deposit, with the Trustee, either amounts of cash or
marketable securities sufficient to fund such payments. The Rabbi Trust will
terminate upon the earlier of the exhaustion of the trust corpus or the final
payment to the executive pursuant to such phantom stock awards, and any
remaining assets will be paid to the Company.
11
<PAGE> 15
FIVE-YEAR SHAREHOLDER RETURN COMPARISON
The Performance Graph below compares cumulative, five-year shareholder
returns on an indexed basis with the S&P 500 Stock Index, the Dow Jones Life
Insurance Index and the Dow Jones Media Index.
PERFORMANCE GRAPH
COMPARISON OF FIVE YEAR CUMULATIVE RETURN*
AMONG THE LIBERTY CORPORATION, THE S&P 500 INDEX, THE DOW JONES
LIFE INSURANCE INDEX AND THE DOW JONES MEDIA INDEX
<TABLE>
<CAPTION>
MEASUREMENT PERIOD LIBERTY DOW JONES
(FISCAL YEAR COVERED) CORPORATION S&P 500 MEDIA DOW JONES LIFE
<S> <C> <C> <C> <C>
1992 100 100 100 100
1993 87 110 121 100
1994 94 112 116 89
1995 127 153 166 124
1996 151 189 172 164
1997 184 252 243 244
</TABLE>
* $100 invested on 12/31/92 in stock or index -- including reinvestment of
dividends. Fiscal year ending December 31.
12
<PAGE> 16
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table shows as of January 31, 1998, the shares of Liberty
Common Stock and Liberty Preferred 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 each
such class of Liberty stock. Hayne Hipp and John B. Hipp are brothers. Jane Gage
Hipp Caulder, Mary Ladson Hipp Haddow, Edward F. Hipp, H. Neel Hipp, Jr. and
William F. Hipp are brothers and sisters. Jo Love Little, James S. Love, III and
Mary E. McMillan are brother and sisters.
<TABLE>
<CAPTION>
NATURE AND AMOUNT OF
BENEFICIAL OWNERSHIP
--------------------------------------------
SOLE VOTING SHARED VOTING TOTAL
AND/OR AND/OR SHARES PERCENTAGE PERCENTAGE
INVESTMENT INVESTMENT BENEFICIALLY OF OF
NAME AND ADDRESS(1) POWER(2) POWER(3) OWNED COMMON PREFERRED
- ------------------- ----------- ------------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C>
Jane Gage Hipp Caulder
Travelers Rest, SC............................... 185,691 1,247,151(4) 1,432,842 6.93% --
Mary Ladson Hipp Haddow
Atlanta, GA...................................... 160,322(5) 1,306,792(6) 1,467,114 7.09% --
Edward F. Hipp
Hendersonville, NC............................... 163,089 1,234,201(7) 1,397,290 6.76% --
H. Neel Hipp, Jr.
Greenville, SC................................... 127,385(8) 1,461,655(9) 1,589,040 7.68% --
Hayne Hipp
Greenville, SC................................... 393,275(10) 2,488,819(11) 2,882,094 13.94% --
John B. Hipp
Atlanta, GA...................................... 16,598 1,111,733(12) 1,128,331 5.46% --
William F. Hipp
Atlanta, GA...................................... 121,993(13) 1,396,862(14) 1,518,855 7.34% --
Frances M. McCreery
Chagrin Falls, OH................................ 1,059,702(15) 7,200(16) 1,066,902 5.16% --
William R. Patterson
999 Peachtree Street, NE
Atlanta, GA 30309-3996........................... -0- 2,136,274(17) 2,136,274 10.33% --
Jo Love Little
#2 Birch Cove
Gulfport, MS 30503............................... 174,490(18) -0- 174,490 -- 10.74%
James S. Love, III
12137 Hickman Road
Biloxi, MS 39532................................. 176,045(18) -0- 176,045 -- 10.84%
Mary E. McMillan
1200 Meadowbrook, #34
Jackson, MS 39206................................ 171,224(18) -0- 171,224 -- 10.54%
The Mighty Mite Corporation
P. O. Box 283
Hulett, WY 82720................................. 232,935(18) -0- 232,935 -- 14.34%
</TABLE>
- ---------------
(1) The mailing address for the individuals listed above, with the exception of
Mr. Patterson, Ms. Little, Mr. Love, Ms. McMillan and The Mighty Mite
Corporation is P. O. Box 789, Greenville, South Carolina 29602.
13
<PAGE> 17
(2) Except as otherwise indicated in these Notes, each person has sole voting
and investment power with respect to the designated shares.
(3) Shares shown in this column are included in the totals for more than one
person as follows: (a) Hayne Hipp shares voting and investment power with
John B. Hipp and other persons with respect to 711,535 shares; (b) Hayne
Hipp shares voting and investment power with William R. Patterson and other
persons with respect to 416,000 shares; (c) 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; (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 each other and another individual with
respect to 119,800 shares; (e) H. Neel Hipp, Jr. shares voting and
investment power with the spouse of each of his brothers and sisters with
respect to 71,007 shares; and (f) H. Neel Hipp, Jr. shares voting and
investment power with William F. Hipp and another individual with respect
to 72,530 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 11,090 shares held of record by her husband or by or for her minor
children and 13,537 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 16,863 shares held by her husband and in trust
for her children.
(5) Includes 2,200 shares held in trust for the benefit of her children of
which Mary Ladson Hipp Haddow serves as sole Trustee.
(6) Includes 1,568 shares held jointly with her husband, 60,422 shares held of
record by her husband or by or for her minor children and 27,062 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 42,794 shares held by her husband and in trust for her children.
(7) Includes 8,054 shares held of record by his wife or by or for his minor
children and 9,335 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.
(8) Includes 9,000 performance restricted shares as to which he has sole voting
but no investment power. Also includes 14,300 shares held in trust for the
benefit of his brother's children of which he serves as sole Trustee.
(9) Includes 80,952 shares held of record by his wife or by or for his minor
children and 2,810 shares held in trust for the benefit of his children of
which he and his wife serve as Co-Trustees. H. Neel Hipp, Jr. disclaims
beneficial ownership of the 80,952 shares held by his wife or by or for his
minor children.
(10) Includes 89,200 restricted shares as to which he has sole voting power but
no investment power and 39,287 shares held in trust for the benefit of
charity and/or family and non-family members of which Hayne Hipp serves as
sole Trustee.
(11) Includes 12,045 shares held of record by his wife and 185,870 shares held
in trust for the benefit of his children and/or charity of which his wife
serves as Co-Trustee.
(12) Includes 54,498 shares held of record by his minor children.
(13) Includes 1,740 shares held in trust for the benefit of his children of
which William F. Hipp serves as sole Trustee.
(14) Includes 85,779 shares held of record by his wife or by or for his minor
children and 21,073 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.
(15) 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.
14
<PAGE> 18
(16) Includes 800 shares held in trust for the benefit of her husband. Frances
M. McCreery disclaims beneficial ownership of these shares.
(17) Includes 2,136,274 shares for which shared voting power is held and
1,789,392 shares for which shared investment power is held.
(18) The shares shown as being owned by Jo Love Little, James S. Love, III and
Mary E. McMillan are shares of Liberty's Series 1995-A Preferred Stock; and
the shares shown as being owned by The Mighty Mite Corporation are shares
of Liberty's Series 1994-A Preferred Stock, which entitles these holders to
receive an equal number of shares of Liberty Common Stock upon conversion
of the shares of Preferred Stock.
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, 1998.
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF SHARES OUTSTANDING SHARES
SHAREHOLDER OF COMMON STOCK OF COMMON STOCK
- ----------- ---------------- ------------------
<S> <C> <C>
Rufus C. Barkley, Jr....................................... 5,258(2) .03%
Edward E. Crutchfield...................................... 3,350(3) .02%
John R. Farmer............................................. 6,350(3) .03%
Hayne Hipp................................................. 2,882,094(4) 13.94%
Jennie M. Johnson.......................................... 69,539(5) .34%
W. W. Johnson.............................................. 2,150(3) .01%
James M. Keelor............................................ 99,896(6) .48%
Ronald F Loewen............................................ 48,772(7) .24%
William O. McCoy........................................... 3,750(3) .02%
Buck Mickel................................................ 9,350(3) .05%
John H. Mullin, III........................................ 3,350(3) .02%
Benjamin F. Payton......................................... 1,550(3) .01%
J. Thurston Roach.......................................... 3,350(3) .02%
Eugene E. Stone, IV........................................ 2,350(3) .01%
William B. Timmerman....................................... 1,350(3) .01%
Martha G. Williams......................................... 138,084(8) .67%
All Directors, Nominees for Director and Executive Officers
as a Group (17 persons).................................. 3,283,943(9) 15.88%
</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 1,350 restricted shares as to which he has sole voting power but no
investment power, 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 the 3,908 shares held by his
wife and in trust for his mother.
15
<PAGE> 19
(3) Includes 1,350 restricted shares as to which he has sole voting power but no
investment power.
(4) See "Principal Holders of Voting Securities" table and Notes 3, 10 and 11
thereto for a more complete description of the nature and amount of
beneficial ownership by Hayne Hipp.
(5) Includes options to purchase 6,000 shares currently exercisable under
Liberty's Performance Incentive Compensation Program and 30,228 restricted
shares as to which she has sole voting power but no investment power.
(6) Includes options to purchase 21,000 shares currently exercisable under
Liberty's Performance Incentive Compensation Program and 33,970 restricted
shares as to which he has sole voting power but no investment power.
(7) Includes options to purchase 27,772 shares currently exercisable under
Liberty's Performance Incentive Compensation Program and 15,000 restricted
shares as to which he has sole voting power but no investment power.
(8) Includes options to purchase 6,000 shares currently exercisable under
Liberty's Performance Incentive Compensation Program, 23,943 restricted
shares as to which she has sole voting power but no investment power, 1,000
shares held by her adult son residing at home, and 1,750 shares held in
trust for the benefit of family members of which her husband serves as sole
Trustee. Martha G. Williams disclaims beneficial ownership of the 2,750
shares held by her son and in trust for family members.
(9) Includes options to purchase 64,172 shares currently exercisable under
Liberty's Performance Incentive Compensation Program and 207,191 restricted
shares as to which they have sole voting power but no investment power.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Act of 1934 requires the Company's
Directors and executive officers and persons who own more than 10% 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 applicable Section 16(a) filing
requirements were complied with during 1997.
ITEM 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Subject to shareholder ratification, the Board of Directors has appointed
the firm of Ernst and Young LLP as independent public accountants for the year
1998. 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 and Young LLP, 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 LLP 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.
16
<PAGE> 20
Ratification of the appointment of independent public accountants requires
that the votes cast favoring the action exceed the votes cast opposing the
action. The Board of Directors and management recommend that the shareholders
vote "FOR" such ratification.
SHAREHOLDERS' PROPOSALS
To be considered for inclusion in the proxy materials for the Company's
1999 Annual Meeting, a shareholder proposal must be received by the Corporate
Secretary at the Company's above stated address on or before December 1, 1998.
Any such proposal must comply with Rule 14a-8 of Regulation 14A of the SEC proxy
rules and must contain certain information specified in the Bylaws of the
Company.
In addition, the Company's Bylaws provide certain procedures that a
shareholder must follow to nominate persons for election as directors or to
introduce an item of business at an annual meeting, even if such item is not to
be included in the Company's proxy material. Such procedural requirements are
fully set forth in the Company's Bylaws, a copy of which may be obtained without
charge by any shareholder by written request addressed to the Corporate
Secretary at the principal executive offices of the Company. To have a
nomination or item of business brought before an annual meeting, a shareholder
must deliver the required notice of such nomination or item to the Corporate
Secretary not less than 60 days nor more than 90 days prior to the meeting.
OTHER MATTERS
The Board of Directors and 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 26, 1998
17
<PAGE> 21
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
of them, as proxies, with full power of substitution, to represent the
undersigned at the 1998 Annual Meeting of Shareholders of The Liberty
Corporation ("Liberty") to be held at 10:30 a.m. on May 5, 1998, at The Liberty
Corporation Headquarters Building, Wade Hampton Boulevard, Greenville, South
Carolina, and at any adjournment thereof, and to vote all the shares of Liberty
stock which the undersigned would be entitled to vote if personally present.
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 PROPOSALS.
PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please sign exactly as your name appears hereon. Executors, administrators,
guardians, officers of corporations, and others signing in a fiduciary capacity
should state their full titles as such.
THE LIBERTY CORPORATION
1. Election of Directors:
FOR ALL FOR ALL
Edward E. Crutchfield NOMINEES WITHHOLD EXCEPT
John R. Farmer
William O. McCoy [ ] [ ] [ ]
John H. Mullin, III
INSTRUCTION: To withhold authority to vote for a particular nominee, mark the
"For All Except" box and strike a line through the name(s) of the nominee's(s').
Your shares will be voted for the remaining nominee(s).
2. Proposal to approve the appointment of FOR AGAINST ABSTAIN
Ernst & Young LLP as independent public
accountants for Liberty. [ ] [ ] [ ]
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before said meeting.
RECORD DATE SHARES:
Please be sure to sign and date this Proxy. Date
-------------------------
- ---------------------------------------- -----------------------------
Shareholder Sign Here Co-Owner Sign Here
