<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
(Mark One)
[XX] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the fiscal year ended December 31, 1997
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission File Number 1-5846
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A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
The Liberty Corporation Retirement and Savings Plan
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B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
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
incorporation or organization) Identification No.)
Post Office Box 789, Wade Hampton Boulevard, Greenville, S. C. 29602
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (864) 609-8256
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1
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REQUIRED INFORMATION
<TABLE>
<CAPTION>
<S> <C> <C>
A. Financial Statements and Schedules
Independent Auditors' Report 8
Statements of Net Assets Available for Plan Benefits as of
December 31, 1997 and 1996 9-10
Statements of Changes in Net Assets Available for Plan
Benefits as of December 31, 1997 and 1996 11
Notes to Financial Statements 12-17
Schedule of Assets Held for Investment 18
Schedule of Reportable Transactions 19-20
B. Exhibits
23. Consent of Independent Auditors 21
</TABLE>
2
<PAGE> 3
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
The Liberty Corporation Retirement and Savings Plan
---------------------------------------------------
(Name of Plan)
The Liberty Corporation Date: June 23, 1998
-------------------------------------------
(Registrant/Issuer)
/s/ Kenneth W. Jones
-------------------------------------------
Kenneth W. Jones
Corporate Controller
/s/ Martha G. Williams
-------------------------------------------
Martha G. Williams
Vice President, General Counsel and Secretary
3
<PAGE> 4
ITEM 1. CHANGES IN THE PLAN
PLAN AMENDED AND RESTATED.
Effective April 1, 1997, the net assets of The Liberty Corporation and Adopting
Related Employers' 401(k) Thrift Plan merged with The Liberty Corporation Profit
Sharing Plan and Trust for all applicable participants employed by The Liberty
Corporation plus any participants affiliated with The Liberty Corporation which
include the following: Liberty Life Insurance Company, Liberty Capital Advisors,
Inc., Liberty Properties Group, Inc., Special Services Corporation, Liberty
Investment Group, Inc., Liberty Insurance Services Corporation, Pierce National
Life Insurance Company and State National Fire Company. The Liberty Corporation
plus all affiliated companies stated here will be referred to as the "Company".
The merged plan was renamed The Liberty Corporation Retirement and Savings Plan.
The merged plan provides expanded investment selections and will retain the
voluntary contribution, matching contribution, and profit sharing features for
eligible employees of the predecessor plans.
ITEM 2. CHANGES IN INVESTMENT POLICY
None.
ITEM 3. CONTRIBUTIONS UNDER THE PLAN
EMPLOYER'S PRETAX CONTRIBUTIONS
Contributions under the Plan by The Liberty Corporation and affiliated companies
(the "Company") are measured by reference to the employees' contributions which
may be on a pre-tax or after-tax basis. Employer matching contributions are made
only on pre-tax employee contributions in accordance with a formula set each
year by the employer's board of directors. During 1997, the Company contributed
an amount equal to 100% of a participant's pre-tax contribution, up to a maximum
of 3% of the participant's compensation.
Employer pre-tax matching contributions totaling $1,267,000 from April 1, 1997
to December 31, 1997 were credited to the accounts of participating employees of
the "Company". Prior to the plan merger date of April 1, 1997, this was not a
feature of The Liberty Corporation Profit Sharing Retirement Plan and Trust (for
all applicable "Company" participants).
EMPLOYER'S DISCRETIONARY CONTRIBUTIONS
In addition to making a matching pre-tax contribution, The Liberty Corporation
may make a separate discretionary contribution at the discretion of the
Company's Board of Directors. If the Company elects to make a profit sharing
contribution, it will be allocated among all participants who (1) are employed
by The Liberty Corporation and affiliated companies at the end of the applicable
year and are credited with at least 1,000 hours of service for that year or (2)
retire, die or become disabled during the applicable year. This allocation will
be made after the end of the applicable year and will be based on each
participant's compensation relative to the total compensation of all eligible
participants (without regard to the participant's voluntary contributions).
Employer discretionary contributions totaling $3,191,000 in 1997, were credited
to the accounts of participating employees.
ITEM 4. PARTICIPATING EMPLOYEES
There were 2,528 enrolled participants in the Plan as of December 31, 1997.
4
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ITEM 5. ADMINISTRATION OF THE PLAN
(a) Parties responsible for the administration of the Plan are: (1) the
Plan Committee, made up of at least three members named by the Company,
(2) the Trustee and (3) the Plan Administrator which is named by the
Plan Committee.
The Plan Committee is responsible for the administration and operation
of the Plan, except as to responsibilities which have been specifically
assigned to the Trustee, to an Investment Manager, or to the Plan
Administrator. Present members of the Plan Committee are employed by
The Liberty Corporation or its subsidiaries and include the following:
William C. Bischoff
Joel Conrad
Susan E. Cyr
Harold W. Huffstetler, Jr.
Kenneth W. Jones
Kenneth N. Keller
Doug W. Kroske
5
<PAGE> 6
The Trustee is responsible for the management, investment and control
of the assets of the Trust established by the Plan, and for the
disbursements of benefits therefrom, except to the extent that the
Trustee may be relieved of investment responsibility by the appointment
of an Investment Manager or by direction of the Plan Committee. The
present Trustee is Investors Fiduciary Trust Company, 801 Pennsylvania,
Kansas City, MO 64105. Neuberger & Berman Pension Management, Inc.
("Neuberger & Berman") and Hellman Jordan Management Company, Inc. is
Investment Manager of one of the nine funds comprising the Plan
entitled Liberty Neuberger & Berman/Hellman Jordan Common Stock Fund
(see page 9, Notes to Financial Statements - Description of Plan for
further details). Neuberger & Berman's address is 522 Fifth Avenue, New
York, New York 10036. Hellman Jordan Management Company, Inc.'s address
is P.O. Box 389, Boston, MA 02101. Investors Fiduciary Trust Company
has investment responsibility for all of the other Plan funds.
The Plan Administrator is currently an Administrative Committee which
is responsible for the daily administration and operational functions
of the Plan, including filing all reports with governmental agencies,
providing Plan participants with information, preparing year-end
reports to participants, maintaining all required records, interpreting
the provisions of the Plan and settling disputes over the rights of
employees, participants and beneficiaries. Present members of the
Administrative Committee are employed by The Liberty Corporation and
are stated as follows:
Mary Anne Bunton
Susan E. Cyr
(b) For the year ended December 31, 1997, expenses of administration of the
Plan of approximately $850,000, including fees and expenses of the
Trustee and two of the Investment Managers, Neuberger & Berman and
Hellman Jordan, were incurred and are paid out of the assets of the
Plan.
ITEM 6. CUSTODIAN OF INVESTMENTS
(a) Investors Fiduciary Trust Company, 801 Pennsylvania, Kansas City, MO
64105.
(b) The Trustees, Wachovia Bank, N.A., and Investors Fiduciary Trust
Company received $13,000 and $185,000, respectively, during the year
ended December 31, 1997.
(c) No bond was furnished by Investors Fiduciary Trust Company, the
custodian of the Plan.
ITEM 7. REPORTS TO PARTICIPATING EMPLOYEES
Each Plan participant receives a quarterly statement showing the balance in his
Plan account (including a breakdown of the amounts invested in each investment
fund offered), amounts contributed by him and by his Employer, dividends,
interest and other gains credited to his account, any amounts forfeited or
otherwise charged against his account, and additional shares purchased if the
employee has elected to have some or all of his and his Employer's contributions
invested in the Company's stock. These individualized reports, a copy of the
proxy statement and a copy of the summary annual report are the reports that
were distributed to Plan participants during the year ended December 31, 1997.
6
<PAGE> 7
ITEM 8. INVESTMENT OF FUNDS
(a) For the period January 1, 1997 to April 1, 1997, employee contributions
and matching Employer contributions could be invested in increments of
25% in : The Liberty Corporation Stock Fund, which consists solely of
Company common stock; the Money Market Fund, consisting of various
money market instruments and U.S. Government securities; the
Intermediate Bond Fund, consisting of intermediate - term government
and good quality corporate bonds; or the Common Stock Fund consisting
of high quality common stock or securities convertible into common
stock, other than Company stock. Beginning April 1, 1997, the following
funds were available for investment under the Plan:
<TABLE>
<CAPTION>
NAME OF FUND DESCRIPTION OF FUND
-------------------------------------------------------------------------------------------------------------------
<S> <C>
Liberty Unitized Fund A fund which invests solely in Common Stock of The
Liberty Corporation
Vanguard Institutional Money Market Reserve Fund A fund which invests in money market instruments
Neuberger & Berman/Hellman Jordan Common Stock Fund A fund which invests in common stocks of medium and
large companies
Vanguard Institutional Bond Index Fund A fund which invests in bond-related securities
Loomis Sayles Bond Fund A fund which invests in investment-grade debt securities
Vanguard Wellington Fund A fund which invests in common and preferred stocks and
debt securities
Vanguard Index 500 Fund A fund which invests in securities of companies listed
on the Standard and Poor's 500 index
Templeton Foreign Fund A fund which invests in foreign stocks and debt securities
T. Rowe Price Small Cap Value Fund A fund which invests in common stocks of companies with
market capitalizations of $500 million or less
</TABLE>
For the three years ended December 31, 1997, there were brokerage
commissions paid by the Plan out of the Neuberger Berman/Hellman
Jordan Common Stock Fund only.
(b) No brokerage transactions effected for the Plan during the year
ended December 31, 1997, were directed to brokers because of
research services provided.
<TABLE>
<CAPTION>
ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS
<S> <C> <C>
(a) Financial Statements
Report of Independent Auditors 8
Statements of Net Assets Available for Plan Benefits -
December 31, 1997 and 1996 9-10
Statement of Changes in Net Assets Available for Plan
Benefits - For the Year Ended December 31, 1997 11
Notes to Financial Statements - December 31, 1997 12-17
Schedule of Assets Held for Investment - December 31, 1997 18
Schedule of Transactions or Series of Transactions in Excess
of 5% of the Current Value of Plan Assets - December 31, 1997 19-20
(b) Exhibits
Consent of Independent Auditors 21
</TABLE>
7
<PAGE> 8
REPORT OF INDEPENDENT AUDITORS
To the Administrative Committee of The Liberty Corporation
Retirement and Savings Plan
and Board of Directors
The Liberty Corporation
We have audited the accompanying statements of net assets available for plan
benefits of The Liberty Corporation Retirement and Savings Plan as of December
31, 1997 and 1996, and the related statement of changes in net assets available
for plan benefits for the year ended December 31, 1997. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan at
December 31, 1997 and 1996, and the changes in its net assets available for plan
benefits for the year ended December 31, 1997, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment as of December 31, 1997 and transactions or series
of transactions in excess of 5% of the current value of plan assets for the year
ended December 31, 1997 are presented for purposes of complying with the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974 and are not a required part
of the basic financial statements. The Fund Information in the statements of net
assets available for plan benefits and the statement of changes in net assets
available for plan benefits is presented for purposes of additional analysis
rather than to present the net assets available for plan benefits and changes in
net assets available for plan benefits of each fund. The supplemental schedules
and Fund Information have been subjected to the auditing procedures applied in
our audit of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
Ernst & Young LLP
Greenville, South Carolina
March 25, 1998
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<PAGE> 9
THE LIBERTY CORPORATION
RETIREMENT AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1997
(In Thousands)
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
NEUBERGER
VANGUARD & BERMAN/
INST. HELLMAN, VANGUARD
CASH AND LIBERTY MONEY JORDAN INST. LOOMIS
CASH UNITIZED MARKET COMMON BOND SAYLES
EQUIVALENT FUND RES. FUND STOCK FUND INDEX FUND BOND FUND
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
INVESTMENTS:
AT FAIR VALUE
MONEY MARKET FUNDS $ -- $ -- $ 20,565 $ -- $ -- $ --
MUTUAL FUNDS -- 19,245 -- 90,368 9,972 3,737
OTHER FUND -- -- -- -- -- --
-------------------------------------------------------------------------------------------
TOTAL INVESTMENTS -- 19,245 20,565 90,368 9,972 3,737
EMPLOYER'S CONTRIBUTION RECEIVABLE -- 466 445 1,369 236 77
-------------------------------------------------------------------------------------------
TOTAL ASSETS -- 19,711 21,010 91,737 10,208 3,814
-------------------------------------------------------------------------------------------
LIABILITIES:
ACCRUED EXPENSES -- (2) (2) (19) (1) --
-------------------------------------------------------------------------------------------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
$ -- $ 19,709 $ 21,008 $ 91,718 10,207 $ 3,814
===========================================================================================
<CAPTION>
---------------------------------------------------------------------------------------
T. ROWE
VANGUARD VANGUARD TEMPLETON PRICE SMALL
WELLINGTON INDEX 500 FOREIGN CAP VALUE LOAN
FUND FUND FUND FUND FUND TOTAL
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AT FAIR VALUE
MONEY MARKET FUNDS $ -- $ -- -- $ -- $ -- $ 20,565
MUTUAL FUNDS 5,130 7,857 2,638 4,540 -- 143,487
OTHER FUND -- -- -- -- 3,554 3,554
---------------------------------------------------------------------------------------
TOTAL INVESTMENTS 5,130 7,857 2,638 4,540 3,554 167,606
EMPLOYER'S CONTRIBUTION RECEIVABLE 163 231 72 132 -- 3,191
---------------------------------------------------------------------------------------
TOTAL ASSETS 5,293 8,088 2,710 4,672 3,554 170,797
---------------------------------------------------------------------------------------
LIABILITIES:
ACCRUED EXPENSES (1) (1) -- -- -- (26)
---------------------------------------------------------------------------------------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
$ 5,292 $ 8,087 $ 2,710 $ 4,672 $ 3,554 170,771
=======================================================================================
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
9
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THE LIBERTY CORPORATION
RETIREMENT AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1996
(In Thousands)
<TABLE>
ASSETS
<S> <C>
Investment in The Liberty Corporation
Profit Sharing Trust (Note 4) $87,537
Employer contributions receivable 3,370
-------
Net assets available for plan benefits $90,907
=======
</TABLE>
See notes to financial statements.
10
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THE LIBERTY CORPORATION
RETIREMENT AND SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION
DECEMBER 31, 1997
(In Thousands)
<TABLE>
<CAPTION>
VANGUARD
INST. NEUBERGER &
CASH AND MONEY BERMAN/HELLLMAN, VANGUARD INST. LOOMIS
MONEY INTERMEDIATE CASH LIBERTY MARKET JORDON COMMON BOND INDEX SAYLES
MARKET BOND FUND EQUIVALENT UNITIZED FUND RES. FUND STOCK FUND FUND BOND FUND
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO
Investment income:
Net appreciation
(depreciation)
in fair value of
investments (Note 5) $ - $ (11) $ - $ 3,347 $ - $ 22,295 $ 505 $ (55)
Interest 212 99 - 2 - 102 - -
Dividends - - - 27 897 262 513 166
-----------------------------------------------------------------------------------------------------
Total investment income 212 88 - 3,376 897 22,659 1,018 111
Other income - - - - - 29 - -
Participants - - - 370 285 1,031 170 49
Employer - - - 671 650 1,912 336 101
------------------------------------------------------------------------------------------------------
Total Contributions - - - 1,041 935 2,943 506 150
Transfers from other
Qualified Plans - - - 2 1 35 7 -
-----------------------------------------------------------------------------------------------------
Total additions 212 88 - 4,419 1,833 25,666 1,531 261
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO
Benefits paid to
participants (227) (255) - (1,454) (1,909) (5,079) (480) (26)
Administrative expenses (5) (1) - (14) (46) (736) (22) (1)
Loan balances of terminated
employees - - - - - - - -
-----------------------------------------------------------------------------------------------------
Total deductions (232) (256) - (1,468) (1,955) (5,815) (502) (27)
Interfund Transfers(net) (16,153) (6,361) - (2,488) 13,657 (16,405) 4,990 3,580
-----------------------------------------------------------------------------------------------------
Net (decrease) increase
prior to merger (16,173) (6,529) - 463 13,535 3,446 6,019 3,814
Merger from The Liberty
Corporation and
Adopting Related
Employers' 401K Thrift
Plan - - - 13,497 7,473 25,816 4,188 -
-----------------------------------------------------------------------------------------------------
Net (decrease) increase (16,173) (6,529) - 13,960 21,008 29,262 10,207 3,814
Net assets available for
plan benefits
January 1, 1997 16,173 6,529 - 5,749 - 62,456 - -
-----------------------------------------------------------------------------------------------------
Net assets available for
plan benefits
December 31, 1997 $ - $ - $ - $ 19,709 $ 21,008 $ 91,718 $ 10,207 $3,814
======================================================================================================
<CAPTION>
VANGUARD VANGUARD T. ROWE PRICE
WELLINGTON INDEX 500 TEMPLETON SMALL CAP
FUND FUND FOREIGN FUND VALUE FUND LOAN FUND TOTAL
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO
Investment income:
Net appreciation (depreciat
in fair value of
investments (Note 5) $ (96) $ 399 ($ 474) $ 242 $ - 26,152
Interest - - - - - 415
Dividends 366 114 292 290 - 2,927
-------------------------------------------------------------------------
Total investment income 270 513 (182) 532 - 29,494
Other income - - - - - 29
Contributions:
Participants 115 151 54 96 - 2,321
Employer 217 300 95 177 - 4,459
-------------------------------------------------------------------------
Total Contributions 332 451 149 273 - 6,780
Transfers from other Qualified Plans - 6 17 18 - 86
-------------------------------------------------------------------------
Total additions 602 970 (16) 823 - 36,389
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO
Benefits paid to participants (62) (150) (25) (102) - (9,769)
Admistrative expenses (6) (10) (1) (6) - (848)
Loan balances of terminated employees - - - - (216) (216)
-------------------------------------------------------------------------
Total deductions (68) (160) (26) (108) (216) (10,833)
Interfund Transfers(net) 4,758 7,277 2,752 3,957 436 -
-------------------------------------------------------------------------
Net (decrease) increase prior to merger 5,292 8,087 2,710 4,672 220 25,556
Merger from The Liberty Corporation and
Adopting Related Employers' 401K Thrift Plan - - - - 3,334 54,308
-------------------------------------------------------------------------
Net (decrease) increase 5,292 8,087 2,710 4,672 3,554 79,864
Net assets available for plan benefits
January 1, 1997 - - - - - 90,907
-------------------------------------------------------------------------
Net assets available for plan benefits
December 31, 1997
December 31, 1997 $ 5,292 $8,087 $2,710 $4,672 $3,554 $170,771
=========================================================================
</TABLE>
SEE ACCOMPANYING NOTES.
11
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THE LIBERTY CORPORATION
RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
1. PLAN MERGER
Effective April 1, 1997, the net assets of The Liberty Corporation and
Adopting Related Employers' 401(k) Thrift Plan, a "qualified cash or
deferred arrangement plan" under Section 401K of the Internal Revenue Code
(for all applicable participants) merged with the The Liberty Corporation
Profit Sharing Retirement Plan and Trust, a discretionary profit sharing
plan. The merged plan was renamed The Liberty Corporation Retirement and
Savings Plan ("the Plan"). The merged plan provides expanded investment
options and will retain the voluntary contribution, matching contribution
and profit sharing features for eligible "Company" employees of the
predecessor plans. The Liberty Corporation (the "Company") will submit the
revised plan to the Internal Revenue Service to obtain a determination
letter that the Plan, as amended and restated, is qualified under Section
401 of the Internal Revenue Code.
2. DESCRIPTION OF PLAN
The following description of the Plan provides only general information.
Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
GENERAL
Any employee of the company who (a) was a participant as of March 31, 1997
in either of the two existing plans being combined into the revised Plan or
(b) has completed 1,000 hours of service in a calendar year or in the first
12 months of employment is eligible to participate in the plan. The Plan is
subject to the provisions of the Employee Retirement Income Security Act of
1974.
CONTRIBUTIONS
Participation in the 401-k portion of the Plan is voluntary. Eligible
employees may elect to contribute up to a total of 13% of their
compensation on either a pre-tax or after-tax basis, or a combination of
both, through payroll deductions. Each participating employer makes
matching contributions on pre-tax employee contributions of up to 3% of
each employee participants' annual compensation. The matching percentage
may be changed by resolution of the Board of Directors of the Company,
effective at the beginning of any plan year (January 1). On an annual basis
the respective subsidiaries of The Liberty Corporation contribute to the
profit-sharing portion of the Plan, in the subsequent fiscal year,
discretionary contributions equal to amounts authorized by the Board of
Directors of the respective subsidiary companies.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contributions and allocations of (a) the Company's contributions and (b)
Plan earnings, and is charged with an allocation of administrative
expenses. Allocations are based on participant contributions or account
balances, as defined. Forfeited balances of terminated participants'
nonvested accounts are used to reduce future company contributions.
12
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THE LIBERTY CORPORATION
RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
INVESTMENT OPTIONS
As of December 31, 1997, the Plan is comprised of nine separate investment
funds:
<TABLE>
<CAPTION>
NAME OF FUND DESCRIPTION OF FUND
-----------------------------------------------------------------------------------------------------------------------
<S> <C>
Liberty Unitized Fund A fund which invests solely in Common Stock of The
Liberty Corporation
Vanguard Institutional Money Market Reserve Fund A fund which invests in money market instruments
Neuberger & Berman/Hellman Jordan Common Stock Fund A fund which invests in common stocks of medium and large
companies
Vanguard Institutional Bond Index Fund A fund which invests in bond-related securities
Loomis Sayles Bond Fund A fund which invests in investment-grade debt securities
Vanguard Wellington Fund A fund which invests in common and preferred stocks and debt
securities
Vanguard Index 500 Fund A fund which invests in securities of companies listed on the
Standard and Poor's 500 index
Templeton Foreign Fund A fund which invests in foreign stocks and debt
securities fund which invests in common stocks of companies
T. Rowe Price Small Cap Value Fund
</TABLE>
Employee participants may elect to invest their contributions in any fund.
Beginning April 1, 1997, the plan was changed to provide for the monthly
transfers of a participant's or former participant's future and/or existing
account balances under the plan.
Matching employer contributions and discretionary employer contributions
will be invested in the same way as the employee's pre-tax contributions
upon which they are based. At December 31, 1997, there were 2,528 active
participants in the Plan whom were electing to invest, either wholly or
partially, in the following funds: The Liberty Unitized Fund, Vanguard
Institutional Money Market Reserve Fund; Neuberger & Berman/Hellman Jordan
Common Stock Fund; Vanguard Institutional Bond Index Fund; Loomis Sayles
Bond Fund; Vanguard Wellington Fund; Vanguard Index 500 Fund; Templeton
Foreign Fund, and the T. Rowe Price Small Cap Value Fund.
VESTING
Amounts credited to a participant's employee account, either before tax or
after tax, are fully vested at all times. Amounts credited to a
participant's employer matching and discretionary account vest based on the
total number of years of service (as defined under the Plan) with the
Company or its related employers:
<TABLE>
<CAPTION>
NUMBER OF YEARS PERCENTAGE
OF SERVICE OF VESTING
------------------ ----------
<S> <C>
Less than 3 years --
3 years 25%
4 years 50%
5 years 75%
6 years 100%
</TABLE>
All amounts credited to a participant's employee (before tax or after tax)
and employer matching accounts are fully vested upon termination of
employment due to a participant's death, total disability or retirement, or
after a participant has completed six or more years of service. Also, each
employee is fully vested at his or her 65th birthday.
FORFEITURES AND PAYMENT OF BENEFITS
A participant who has completed less than six years of service and is
terminated for any reason other than those mentioned above forfeits the
non-vested amounts in his employer matching account. All amounts credited
to the employee's account (before tax or after tax) and all vested amounts
credited to the employer's matching account are distributable upon
termination in the form of a lump sum or installment payments.
13
<PAGE> 14
THE LIBERTY CORPORATION
RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
LOANS
The Plan allows participants to obtain loans, within stated limits, from
the vested portion of their account balance. Repayment is required over a
period not to exceed five years, unless the loan is used for the purchase
of a principal residence. Interest is charged on outstanding loans at a
rate determined by the plan administrator. These participant loans are
reported in the accompanying financial statements in the Loan Fund.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT VALUATION AND INCOME RECOGNITION
Investments are carried in the financial statements at market value.
Securities traded on a national securities exchange are valued at the last
reported sales price on the last business day of the Plan year; investments
traded in the over-the-counter market and listed securities for which no
sale was reported on that date are valued at the average of the last
reported bid and ask prices. The difference between proceeds received and
the cost of investments sold is recognized as realized gains (losses) in
the statements of changes in net assets available for plan benefits. Cost
is determined based on the average cost method for The Liberty Corporation
stock, and the first-in, first-out basis for other investments. The net
change in the aggregate market value of investments is reflected in the
statements of net assets available for plan benefits as unrealized gains
(losses).
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates that
effect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
LOAN BALANCES OF CERTAIN TERMINATED PARTICIPANTS
When a participant with an outstanding loan balance terminates his or her
employment with the Plan sponsor, the balance of the loan becomes due and
payable. In the event a borrower fails to repay all or a portion of such
loan, the outstanding balance of the loan plus interest due is deducted
from the balance of the account from which the loan was made.
4. INVESTMENT IN THE MASTER TRUST
Investments of the Plan were maintained in a Master Trust for the period,
January 1, 1997 to March 31,1997. The Liberty Corporation Profit Sharing
Trust was a master trust established to provide the trust functions for the
assets and liabilities of the following profit sharing plans: The Liberty
Corporation Profit Sharing Plan and The Cosmos Broadcasting Corporation
Profit Sharing Retirement Plan. Employees of The Liberty Corporation,
Liberty Life Insurance Company, Pierce National Life Insurance Company,
Cosmos Broadcasting Corporation, Liberty Capital Advisors, Inc., Liberty
Properties Group, Inc., Liberty Investment Group, Liberty Insurance
Services Corporation and Special Services Corporation participate in one of
the plans. The combined investments of the Master Trust, and Master Trust
income (including unrealized appreciation or depreciation in fair value of
investments) were allocated between the plans based on respective
participant account balances. The Plan had an approximate 72% share of the
net assets of the Master Trust at December 31, 1996 and March 31, 1997.
The investments of the Master Trust were held by Wachovia Bank of North
Carolina, N.A. (Wachovia). The financial information by investment fund
within the Master Trust relating to net assets available for benefits as of
December 31, 1996 is presented on the following page. This information has
been provided by Wachovia and has not been audited by independent auditors.
This information has been certified by Wachovia to be complete and
accurate.
14
<PAGE> 15
THE LIBERTY CORPORATION PROFIT SHARING TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1996
(IN $000'S)
<TABLE>
<CAPTION>
DECEMBER 31, 1996
FUND INFORMATION (UNAUDITED)
----------------------------------------------------------------------
COMMON STOCK INTERMEDIATE BOND
LIBERTY STOCK FUND MONEY MARKET FUND FUND FUND
-----------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
INVESTMENTS:
AT FAIR VALUE
SHORT-TERM INVESTMENTS (TOTAL COST OF $27,170 IN $ 47 17,940 7,563 $ 1,582
1996)
THE LIBERTY CORPORATION COMMON STOCK (TOTAL COST
OF $5,197 IN 1996) 7,371 --- --- ---
OTHER COMMON STOCKS (TOTAL COST OF $54,451 IN --- --- 75,569 ---
1996)
SECURITIES OF US GOVERNMENT AND AGENCIES (TOTAL
COST OF $3,358 IN 1996) --- --- --- 3,333
CORPORATE BONDS (TOTAL COST OF $1,662 IN 1996) --- --- --- 1,644
CORPORATE COLLATERALIZED MORTGAGE
OBLIGATIONS (TOTAL COST OF $1,374 IN 1996) --- --- --- 1,421
CORPORATE ASSET-BACKED SECURITIES (TOTAL COST OF
$3,361 IN 1996) --- 3,022 --- 324
REAL ESTATE INVESTMENT TRUST (TOTAL COST OF $552
IN 1996) --- --- 729 ---
DUE FROM BROKER FOR SECURITIES SOLD --- --- 241 ---
ACCRUED INVESTMENT INCOME 36 91 168 66
CONTRIBUTIONS RECEIVABLE FROM EMPLOYER 534 1,002 2,712 700
-----------------------------------------------------------------
TOTAL ASSETS 7,988 22,055 86,982 9,070
LIABILITIES
ACCRUED EXPENSES 3 12 28 3
DUE TO (FROM) OTHER FUNDS (1) (420) 414 (1)
------------------------------------------------------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 7,986 $22,463 $86,540 $ 9,068
==================================================================
<CAPTION>
COSMOS PENSION
MONEY MARKET TOTAL
----------------------------
<S> <C> <C>
ASSETS
INVESTMENTS:
AT FAIR VALUE
SHORT-TERM INVESTMENTS (TOTAL COST OF $27,170 IN $ 38 $ 27,170
1996)
THE LIBERTY CORPORATION COMMON STOCK (TOTAL COST
OF $5,197 IN 1996) --- 7,371
OTHER COMMON STOCKS (TOTAL COST OF $54,451 IN --- 75,569
1996)
SECURITIES OF US GOVERNMENT AND AGENCIES (TOTAL
COST OF $3,358 IN 1996) --- 3,333
CORPORATE BONDS (TOTAL COST OF $1,662 IN 1996) --- 1,644
CORPORATE COLLATERALIZED MORTGAGE
OBLIGATIONS (TOTAL COST OF $1,374 IN 1996) --- 1,421
CORPORATE ASSET-BACKED SECURITIES (TOTAL COST OF
$3,361 IN 1996) --- 3,346
REAL ESTATE INVESTMENT TRUST (TOTAL COST OF $552
IN 1996) -- 729
DUE FROM BROKER FOR SECURITIES SOLD --- 241
ACCRUED INVESTMENT INCOME --- 361
CONTRIBUTIONS RECEIVABLE FROM EMPLOYER --- 4,948
--------------------------------
TOTAL ASSETS 38 126,133
LIABILITIES -- 46
ACCRUED EXPENSES 8 ---
DUE TO (FROM) OTHER FUNDS -------------------------------
$ 30 $126,087
NET ASSETS AVAILABLE FOR PLAN BENEFITS ===============================
</TABLE>
15
<PAGE> 16
THE LIBERTY CORPORATION
RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
5. INVESTMENTS
During 1997, the Plan's investments (including investments bought, sold,
and held during the year) appreciated (depreciated) in value by $26,152,
as follows:
<TABLE>
<CAPTION>
NET
APPRECIATION
(DEPRECIATION) MARKET
IN FAIR VALUE VALUE AT
DURING YEAR END OF YEAR
----------------------------------------------
($000'S)
YEAR ENDED DECEMBER 31, 1997
---------------------------------
<S> <C> <C>
Intermediate Bond Fund ($ 11) $ -
Liberty Unitized Fund 3,347 19,245
Vanguard Institutional
Money Market Reserve Fund - 20,565
Neuberger & Berman/Hellman,
Jordan Common Stock Fund 22,295 90,368
Vanguard Institutional
Bond Index Fund 505 9,972
Loomis Sayles Bond Fund (55) 3,737
Vanguard Wellington Fund (96) 5,130
Vanguard Index Fund 399 7,857
Templeton Foreign Fund (474) 2,638
T. Rowe Price Small Cap Value
Fund 242 4,540
================== ==============
$26,152 $164,052
================== ==============
</TABLE>
The market value of individual investments that represent 5% or more of
the Plan's total assets are as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1997
-----------------
($000'S)
<S> <C>
The Liberty Corporation Common Stock $19,245
(391,411 shares in 1997)
Vanguard Institutional Bond Index Fund 9,972
Vanguard Institutional Money Market Reserve Fund 20,565
Neuberger & Berman/Hellman Jordan Stock Fund 90,368
</TABLE>
6. INCOME TAX STATUS
The Plan is an employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974. Both of the predecessor plans had
previously received favorable determination letters from the Internal
Revenue Service that the related trusts were qualified under Section 401 of
the Internal Revenue Code. The Plan will file a determination letter with
the Internal Revenue Service requesting that the Plan, as amended and
restated, will continue to be qualified under Section 401(a) of the
Internal Revenue Code, and the related trust is not subject to income
taxation. The Plan is required to operate in conformity with the Internal
Revenue Code to maintain its qualification. The Plan Committee is not aware
of any course of action or events that have occurred that might adversely
affect the Plan's qualified status.
16
<PAGE> 17
THE LIBERTY CORPORATION
RETIREMENT AND SAVINGS PLAN
NOTE TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
7. PRIORITIES ON TERMINATION OF PLAN
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event that
the Plan is terminated, all expenses will be paid and the accounts of the
affected participants will be proportionately adjusted to reflect such
expenses and all contributions and withdrawals up to the date of
termination. The Plan will then be revalued and each participant will be
paid all amounts credited to his accounts. The accounts of all participants
become fully vested as of the date of termination.
An exception to this method of distribution at termination is made for the
case in which termination is due to revocation of the Plan's exemption from
income taxes under Section 401 of the Internal Revenue Code. In that case,
all contributions, including those made by the employer, would be returned
to the respective contributors.
8. TRANSACTIONS WITH PARTIES-IN-INTEREST
The Plan also received dividends of $27,000 in 1997 from The Liberty
Corporation and interest of $212,000 in 1997 from a short-term investment
fund sponsored by the Plan trustee.
17
<PAGE> 18
THE LIBERTY CORPORATION
RETIREMENT AND SAVINGS PLAN
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1997
(IN 000'S EXCEPT UNITS DATA)
<TABLE>
<CAPTION>
NAME OF ISSUER AND MARKET
TITLE OF EACH ISSUE UNITS COST VALUE
- ------------------------------------------------------------ ---------- --------- ---------
<S> <C> <C> <C>
COMMON STOCKS
Liberty Unitized Fund 1,688,177 $ 11,754 $ 19,245
MUTUAL FUNDS
Vanguard Institutional Money Market Reserve Fund 20,565,287 20,565 20,565
Neuberger & Berman/Hellman, Jordan Common Stock Fund 7,121,219 60,015 90,368
Vanguard Institutional Bond Index Fund 988,263 9,578 9,972
Loomis Sayles Bond Fund 291,279 3,796 3,737
Vanguard Wellington Fund 174,173 5,232 5,130
Vanguard Index 500 Fund 87,229 7,480 7,857
Templeton Foreign Fund 265,163 3,082 2,638
T. Rowe Price Small Cap Value Fund 194,018 4,375 4,540
--------------------------
TOTAL MUTUAL FUNDS 114,123 144,807
LOAN FUND
Participant Loans 3,553,504 3,554 3,554
--------------------------
TOTAL INVESTMENTS $ 129,431 $167,606
==========================
</TABLE>
18
<PAGE> 19
THE LIBERTY CORPORATION RETIREMENT AND SAVINGS PLAN
LINE 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
(IN $000'S)
<TABLE>
<CAPTION>
PURCHASE SALES EXPENSES
PARTY INVOLVED DESCRIPTION OF ASSETS PRICE PRICE INCURRED
- --------------------------------------- ----------------------------------------------- -------- ----- --------
Category (i) - Individual transactions in excess of 5% of Plan Assets
<S> <C> <C> <C> <C>
Wachovia Bank, N.A. Money Market Fund $ --- $15,979 $ ---
Wachovia Bank, N.A. Intermediate Bond Fund --- 6,259 ---
Investors Fiduciary Trust Co. Vanguard Institutional Bond Fund 14,374 --- ---
Investors Fiduciary Trust Co. Vanguard Inst. Money Market Reserve Fund 33,751 --- ---
Investors Fiduciary Trust Co. Vanguard Inst. Money Market Reserve Fund --- 10,208 ---
Investors Fiduciary Trust Co. Vanguard Index 500 Fund 5,512 --- ---
Investors Fiduciary Trust Co. Neuberger & Berman/Hellman Jordan Fund --- 11,398 ---
</TABLE>
<TABLE>
<CAPTION>
CURRENT
VALUE ON REALIZED
TRANSACTION GAIN
COST DATE (LOSS)
------- ----------- --------
<S> <C> <C> <C> <C>
Wachovia Bank, N.A. Money Market Fund $15,979 $ 15,979 $ ---
Wachovia Bank, N.A. Intermediate Bond Fund 6,259 6,259 ---
Investors Fiduciary Trust Co. Vanguard Institutional Bond Fund 14,374 14,374 ---
Investors Fiduciary Trust Co. Vanguard Inst. Money Market Reserve Fu 33,751 33,751 ---
Investors Fiduciary Trust Co. Vanguard Inst. Money Market Reserve Fu 10,208 10,208 ---
Investors Fiduciary Trust Co. Vanguard Index 500 Fund 5,512 5,512 ---
Investors Fiduciary Trust Co. Neuberger & Berman/Hellman Jordan Fund 7,977 11,398 3,421
</TABLE>
19
<PAGE> 20
THE LIBERTY CORPORATION RETIREMENT AND SAVINGS PLAN
LINE 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997 (CONTINUED)
(IN $000'S)
<TABLE>
<CAPTION>
CURRENT
VALUE ON REALIZED
PURCHASE SALES EXPENSES TRANSACTION GAIN
PARTY INVOLVED DESCRIPTION OF ASSETS PRICE PRICE INCURRED COST DATE (LOSS)
- ------------------------- ------------------------------------------- --------- ------ --------- ------ ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Category (iii) - Series of transactions in excess of 5% of Plan Assets
Wachovia Bank, N.A. Money Market Fund $ 3,592 $18,684 $ --- $18,693 $18,684 $ (9)
Wachovia Bank, N.A. Intermediate Bond Fund 5,242 11,210 --- 11,222 11,210 (12)
Investors Fiduciary Trust Co. T. Rowe Price Small Cap Value Fund 5,280 983 --- 905 983 78
Investors Fiduciary Trust Co. Vanguard Wellington Fund 5,882 656 --- 650 656 6
Investors Fiduciary Trust Co. Vanguard Inst.Bond Fund 16,299 6,832 --- 6,721 6,832 111
Investors Fiduciary Trust Co. Vanguard Inst. Money Market Reserve Fund 40,008 19,443 --- 19,443 19,443 ---
Investors Fiduciary Trust Co. Vanguard Index 500 Fund 8,180 722 --- 700 722 22
Investors Fiduciary Trust Co. The Liberty Unitized Fund 11,448 5,322 --- 3,470 5,322 1,852
Investors Fiduciary Trust Co. Neuberger & Berman/Hellman Jordan Fund 65,197 61,038 --- 49,733 61,038 11,305
</TABLE>
THERE WERE NO CATEGORY (II) OR (IV) REPORTABLE TRANSACTIONS DURING 1997.
20
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-22285) pertaining to The Liberty Corporation Retirement and Savings
Plan of our report dated March 25, 1998, with respect to the financial
statements and schedules of The Liberty Corporation Retirement and Savings Plan
included in this Annual Report (Form 11-K) for the year ended December 31, 1997.
ERNST & YOUNG LLP
Greenville, South Carolina
June 19, 1998
21
