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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 TO
SCHEDULE 13E-4
(Final Amendment)
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
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THE LIBERTY CORPORATION
(Name of Issuer)
THE LIBERTY CORPORATION
(Name of Person(s)) Filing Statement
COMMON STOCK
(Title Of Class of Securities)
530370 10 5
(CUSIP Number of Class of Securities)
Martha G. Williams
The Liberty Corporation
2000 Wade Hampton Blvd.
Box 19043
Greenville, South Carolina
29615
Phone: 864-609-8300
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
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Copy to:
Dennis Hersch
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
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February 11, 1998
(Date Tender Offer First Published, Sent or Given to Security Holders)
This Final Amendment amends and supplements the Issuer Tender Offer Statement
on Schedule 13E-4 (the "Statement") dated February 11, 1998 filed by The
Liberty Corporation, a South Carolina corporation (the "Company"), as amended
and supplemented by Amendment No. 1 thereto dated March 12, 1998, relating to
the Company's offer to purchase up to 2,000,000 shares of its Common Stock, no
par value (such shares, together with the associated preferred stock purchase
rights issued pursuant to the Rights Agreement, dated as of August 7, 1990,
between the Company and The Bank of New York, as Rights Agent, are hereinafter
referred to as the "Shares"), at prices not greater than $52.00 nor less than
$45.50 per Share, net to the seller in cash, as specified by such
stockholders, upon the terms and subject to the conditions set forth in the
Statement and in the related Letter of Transmittal (which together constitute
the "Offer").
Item 8. Additional Information
Item 8(e) is amended by adding the following paragraph:
Pursuant to the Offer, the Company accepted for payment 2.4 million
Shares at a price of $52 per Share, which is the Purchase Price for the
Offer. The Offer was oversubscribed, with approximately 3.6 million
Shares properly tendered and not withdrawn at or below the Purchase
Price. Approximately 0.8 million Shares were tendered on the condition
of no-proration and will not be purchased. The final proration factor
for the Offer is 84.48 percent and applies to all other Shares properly
tendered, except "odd lot" Shares. Prior to the Offer Liberty had
20,695,140 Shares outstanding. Following the purchase of Shares
tendered, Liberty will have approximately 18,600,000 Shares outstanding.
The Company expects that payment for Shares accepted in the Offer and
the return of all other Shares will occur promptly.
Item 9. Material to be Filed as Exhibits
Item 9 is amended by adding the following exhibit:
(a) (14) Form of News Release dated March 17, 1998.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
THE LIBERTY CORPORATION
By: /s/ Martha G. Williams
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Name: Martha G. Williams
Title: Vice President, General Counsel
and Secretary
Dated: March 17, 1998
EXHIBIT INDEX
Exhibit No. Description
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Exhibit (a) (14) Form of News Release dated March 17, 1998.
Liberty News Release
For further information:
(Analyst calls) Ken Jones (864) 609-3496
(News Media calls) Michael Flanning (864) 609-3594
THE LIBERTY CORP. ANNOUNCES FINAL RESULTS OF SELF-TENDER
GREENVILLE, S.C., March 17, 1998 - The Liberty Corp. (NYSE: LC)
announced today the final results of its "Dutch auction" self-tender offer.
Since approximately 3,646,000 shares were properly tendered
and not withdrawn, the Dutch auction was over subscribed. The final proration
factor for shares tendered is 84.487 percent, as determined by the depositary,
Wachovia Bank, N.A. This does not include "odd-lots" - or fewer than 100
shares - which will be purchased in full, and 811,033 shares tendered on the
condition of no-proration, which will be returned. Payment for shares
accepted in the self-tender and the return of all other shares properly
tendered but not accepted will occur promptly.
Liberty had offered to purchase up to 2 million shares at a
purchase price between $45.50 and $52 in the self-tender offer, which began on
Feb. 11, 1998 and expired at midnight, EST, on March 11, 1998. The company
exercised its option to purchase an additional 2 percent or 400,000 of its
outstanding shares as permitted by the offer. As a result, and in accordance
with its March 12, 1998 release of preliminary results, the company accepted
for purchase 2,400,000 shares of its common stock at $52 per share.
Prior to the self-tender offer Liberty had 20,695,140 shares of
common stock outstanding. Following the purchase of shares tendered, Liberty
will have approximately 18,600,000 shares of common stock outstanding.
The Liberty Corporation is a holding company with operations in
insurance and broadcasting. Annual revenues in 1997 were $660 million.
Company headquarters is in Greenville, S.C.
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