<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE
ACT OF 1934)
---------------------
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)
---------------------
COPY TO:
DENNIS HERSH
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NY 10017
---------------------
FEBRUARY 11, 1998
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
==================================================================================================================
TRANSACTION VALUATION* AMOUNT OF FILING FEE
- ------------------------------------------------------------------------------------------------------------------
<C> <C>
$104,000,000 $20,800
==================================================================================================================
</TABLE>
* Calculated solely for the purpose of determining the filing fee, based upon
the purchase of 2,000,000 shares at $52.00 a share.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount previously paid: Not applicable Filing Party: Not applicable
Form or registration no.: Not applicable Date Filed: Not applicable
================================================================================
<PAGE> 2
ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer is The Liberty Corporation, a South Carolina
corporation (the "Company"), which has its principal executive offices at 2000
Wade Hampton Boulevard; Greenville, South Carolina 29602; telephone number:
(864) 609-8256.
(b) This schedule relates to the offer by the Company to purchase up to
2,000,000 outstanding shares of Common Stock, no par value, of the Company (such
shares, together with the associated preferred stock purchase rights (the
"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, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated February 11, 1998 (the
"Offer to Purchase") and in the related Letter of Transmittal (which together
constitute the "Offer"), copies of which are attached hereto as Exhibits (a)(1)
and(a)(2), respectively. The information set forth in the Introduction, and in
Section 1, Section 9 and Section 12 of the Offer to Purchase is incorporated
herein by reference.
(c) The information set forth in the Introduction and in Section 8 of the
Offer to Purchase is incorporated herein by reference.
(d) Not applicable.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in Section 11 of the Offer to Purchase is
incorporated herein by reference.
(b) Not applicable.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
(a)-(j) The information set forth in the Introduction and in Section 9 and
Section 10 of the Offer to Purchase is incorporated herein by reference.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in Section 12 of the Offer to Purchase is
incorporated herein by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
The information set forth in Section 10 and Section 12 of the Offer to
Purchase is incorporated herein by reference.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in Section 16 of the Offer to Purchase is
incorporated herein by reference.
ITEM 7. FINANCIAL INFORMATION.
(a) The financial information set forth in Section 10 of the Offer to
Purchase is incorporated herein by reference.
(b) The pro forma data set forth in Section 10 of the Offer to Purchase is
incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) Not applicable.
(b) The information set forth in Section 13 of the Offer to Purchase is
incorporated herein by reference.
(c) Not applicable.
(d) Not applicable.
2
<PAGE> 3
(e) The information set forth in the Offer to Purchase and Letter of
Transmittal is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Form of Offer to Purchase dated February 11, 1998.
(a)(2) Form of Letter of Transmittal dated February 11, 1998, together with
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of letter from Goldman, Sachs & Co. to brokers, dealers,
commercial banks, trust companies and other nominees dated February 11, 1998.
(a)(5) Form of letter from brokers, dealers, commercial banks and trust
companies to their clients dated February 11, 1998.
(a)(6) Form of letter to stockholders from Hayne Hipp, President of the
Company, dated February 11, 1998.
(a)(7) Form of letter from the Company to holders of vested options dated
February 11, 1998.
(a)(8) Form of letter from the Company to holders of Preferred Stock dated
February 11, 1998.
(a)(9) Form of Summary Advertisement dated February 11, 1998.
(a)(10) Form of Communications Bulletin to Employees of the Company dated
February 10, 1998.
(a)(11) News Release dated February 2, 1998.
(a)(12) News Release dated February 10, 1998.
(b) Promissory note dated January 28, 1998 from the Company to Wachovia
Bank, N.A.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
3
<PAGE> 4
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
------------------------------------
Name: Martha G. Williams
Title: Vice President, General
Counsel
and Secretary
Dated: February 11, 1998
4
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ------------
<S> <C> <C>
(a)(1) Form of Offer to Purchase dated February 11, 1998. .........
(a)(2) Form of Letter of Transmittal dated February 11, 1998,
together with Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9. ..............
(a)(3) Form of Notice of Guaranteed Delivery. .....................
(a)(4) Form of letter from Goldman, Sachs & Co. to brokers,
dealers, commercial banks, trust companies and other
nominees dated February 11, 1998. ..........................
(a)(5) Form of letter from brokers, dealers, commercial banks and
trust companies to their clients dated February 11, 1998....
(a)(6) Form of letter to stockholders from Hayne Hipp, President of
the Company, dated February 11, 1998. ......................
(a)(7) Form of letter from the Company to holders of vested options
dated February 11, 1998. ...................................
(a)(8) Form of letter from the Company to holders of Preferred
Stock dated February 11, 1998. .............................
(a)(9) Form of Summary Advertisement dated February 11, 1998. .....
(a)(10) Form of Communications Bulletin to Employees of the Company
dated February 10, 1998. ...................................
(a)(11) News Release dated February 2, 1998. .......................
(a)(12) News Release dated February 10, 1998. ......................
(b) Promissory note dated January 28, 1998 from the Company to
Wachovia Bank, N.A. ........................................
(c) Not applicable. ............................................
(d) Not applicable. ............................................
(e) Not applicable. ............................................
(f) Not applicable. ............................................
</TABLE>
<PAGE> 1
Exhibit (a)(1)
Offer to Purchase for Cash
by
THE LIBERTY CORPORATION
of
Up to 2,000,000 Shares of Its Common Stock
(Including the Associated Preferred Stock Purchase Rights)
At a Purchase Price Not Greater Than $52.00 Nor Less Than $45.50 Per Share
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON WEDNESDAY, MARCH 11, 1998, UNLESS THE OFFER IS EXTENDED.
The Liberty Corporation, a South Carolina corporation (the "Company"),
invites its stockholders to tender shares of its Common Stock, no par value (the
"Shares") (including the associated preferred stock purchase rights), 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 this Offer to Purchase and in the related Letter of
Transmittal (which together constitute the "Offer"). The Company will determine
a single per Share price (not greater than $52.00 nor less than $45.50 per
Share) that it will pay for the Shares validly tendered pursuant to the Offer
and not withdrawn (the "Purchase Price"), taking into account the number of
Shares so tendered and the prices specified by tendering stockholders. The
Company will select the lowest Purchase Price that will allow it to purchase
2,000,000 Shares (or such lesser number of Shares as are validly tendered at
prices not greater than $52.00 nor less than $45.50 per Share) pursuant to the
Offer. Upon the terms and subject to the conditions of the Offer, including the
provisions thereof relating to proration and conditional tenders, the Company
will purchase all Shares validly tendered at prices at or below the Purchase
Price and not withdrawn. Shares tendered at prices in excess of the Purchase
Price and Shares not purchased because of proration or conditional tenders will
be returned. Stockholders must complete the section of the Letter of Transmittal
relating to the price at which they are tendering Shares in order to validly
tender Shares.
---------------------
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 7.
---------------------
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY STOCKHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. EACH STOCKHOLDER MUST
MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY
SHARES TO TENDER AND AT WHAT PRICE. THE COMPANY HAS BEEN ADVISED THAT NO
DIRECTOR OR EXECUTIVE OFFICER OF THE COMPANY INTENDS TO TENDER SHARES PURSUANT
TO THE OFFER.
The Shares are listed and principally traded on the New York Stock
Exchange, Inc. (the "NYSE") under the symbol "LC". On February 10, 1998, the
last full day of trading prior to the announcement of the Offer, the closing per
Share sales price on the NYSE Composite Tape was $46.75. STOCKHOLDERS ARE URGED
TO OBTAIN A CURRENT MARKET QUOTATION FOR THE SHARES.
---------------------
THE DEALER MANAGERS FOR THE OFFER ARE:
GOLDMAN, SACHS & CO.
---------------------
The date of this Offer to Purchase is February 11, 1998
<PAGE> 2
IMPORTANT
Any stockholder desiring to tender all or any portion of such stockholder's
Shares should either (1) request such stockholder's broker, dealer, commercial
bank, trust company or nominee to effect the transaction for such stockholder or
(2) complete the Letter of Transmittal, sign it in the place required, have such
stockholder's signature thereon guaranteed if required by the Letter of
Transmittal and forward it and any other required documents to Wachovia Bank,
N.A. (the "Depositary"), and either deliver the certificates for such Shares to
the Depositary along with the Letter of Transmittal or tender such Shares
pursuant to the procedure for book-entry transfer set forth in Section 3 hereof.
A stockholder whose Shares are registered in the name of a broker, dealer,
commercial bank, trust company or nominee must contact such person if such
stockholder desires to tender such Shares. Stockholders who wish to tender
Shares and whose certificates for such Shares are not immediately available
should tender such Shares by following the procedures for guaranteed delivery
set forth in Section 3 hereof.
Questions and requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal, Notice of Guaranteed Delivery or
other tender offer materials may be directed to D. F. King & Co., Inc. (the
"Information Agent") or Goldman, Sachs & Co. (the "Dealer Managers") at their
respective addresses and telephone numbers set forth on the back cover of this
Offer to Purchase.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE
COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER SHARES PURSUANT TO THE OFFER.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN
OR IN THE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION AND SUCH
INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY.
i
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
INTRODUCTION........................................................ 1
THE OFFER........................................................... 3
1. Number of Shares; Proration................................. 3
2. Tenders by Holders of Fewer Than 100 Shares................. 5
3. Procedure for Tendering Shares.............................. 5
4. Withdrawal Rights........................................... 7
Acceptance for Payment of Shares and Payment of Purchase
5. Price....................................................... 8
6. Conditional Tender of Shares................................ 9
7. Certain Conditions of the Offer............................. 9
8. Price Range of Shares; Dividends............................ 11
9. Purpose of the Offer; Certain Effects of the Offer.......... 11
10. Certain Information Concerning the Company.................. 12
11. Source and Amount of Funds.................................. 17
Interests of Directors and Officers; Transactions and
12. Agreements Concerning the Shares............................ 18
13. Regulatory Approvals........................................ 19
14. Certain Federal Income Tax Consequences..................... 19
15. Extension of Tender Period; Termination; Amendments......... 21
16. Fees and Expenses........................................... 22
17. Miscellaneous............................................... 22
</TABLE>
ii
<PAGE> 4
To the Holders of Common Stock of February 11, 1998
The Liberty Corporation:
INTRODUCTION
The Liberty Corporation, a South Carolina corporation (the "Company"),
invites its stockholders to tender shares of its Common Stock, no par value
(such shares, together with the associated preferred stock purchase rights (the
"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 this Offer to Purchase
and in the related Letter of Transmittal (which together constitute the
"Offer").
The Company will determine a single per Share price (not greater than
$52.00 nor less than $45.50 per Share) that it will pay for the Shares validly
tendered pursuant to the Offer and not withdrawn (the "Purchase Price"), taking
into account the number of Shares so tendered and the prices specified by the
tendering stockholders. The Company will select the lowest Purchase Price that
will allow it to purchase 2,000,000 Shares (or such lesser number of Shares as
are validly tendered at prices not greater than $52.00 nor less than $45.50 per
Share) pursuant to the Offer. Upon the terms and subject to the conditions of
the Offer, including the provisions relating to proration and conditional
tenders described below, the Company will purchase all Shares validly tendered
at prices at or below the Purchase Price and not withdrawn prior to the
Expiration Date (as hereinafter defined). The Purchase Price will be paid, in
cash, net to the seller, with respect to all Shares purchased. Shares tendered
at prices in excess of the Purchase Price and Shares not purchased because of
proration or conditional tenders will be returned. Stockholders must complete
the section of the Letter of Transmittal relating to the price at which they are
tendering Shares in order to validly tender Shares.
Tendering stockholders will not be obligated to pay brokerage commissions,
solicitation fees or, subject to the Instructions as set forth in the Letter of
Transmittal, stock transfer taxes on the purchase of Shares by the Company. The
Company will pay all charges and expenses of Goldman, Sachs & Co. (the "Dealer
Managers"), Wachovia Bank, N.A. (the "Depositary") and D. F. King & Co., Inc.
(the "Information Agent") incurred in connection with the Offer. HOWEVER, ANY
TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE, SIGN AND RETURN TO
THE DEPOSITARY THE FORM W-9 THAT IS INCLUDED WITH THE LETTER OF TRANSMITTAL MAY
BE SUBJECT TO REQUIRED BACKUP FEDERAL INCOME TAX WITHHOLDING OF 31% OF THE GROSS
PROCEEDS PAYABLE TO SUCH STOCKHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER AND
CERTAIN NON-U.S. STOCKHOLDERS MAY BE SUBJECT TO A 30% WITHHOLDING TAX. SEE
SECTIONS 3 AND 14.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 7.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY STOCKHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. EACH STOCKHOLDER MUST
MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY
SHARES TO TENDER AND AT WHAT PRICE. THE COMPANY HAS BEEN INFORMED THAT NO
DIRECTOR OR EXECUTIVE OFFICER OF THE COMPANY INTENDS TO TENDER ANY SHARES
PURSUANT TO THE OFFER.
Holders of vested but unexercised options outstanding under the Company's
Performance Incentive Compensation Program (the "Incentive Program") may
exercise such options for cash and tender some or all of the Shares issued upon
such exercise.
Upon the terms and subject to the conditions of the Offer, if at the
expiration of the Offer more than 2,000,000 shares are properly tendered at or
below the Purchase Price and not withdrawn, the Company will buy Shares first
from all Odd Lot Holders (as defined in Section 1) who properly tender all their
Shares at or
1
<PAGE> 5
below the Purchase Price and then on a pro rata basis from all other
stockholders who properly tender at prices at or below the Purchase Price (and
do not withdraw them prior to the expiration of the Offer). See Section 1. All
Shares not purchased pursuant to the Offer, including Shares tendered at prices
greater than the Purchase Price and Shares not purchased because of proration or
conditional tenders, will be returned at the Company's expense to the
stockholders who tendered such Shares.
As of February 10, 1998, the Company had issued and outstanding 20,695,140
Shares and had reserved 1,286,383 Shares for issuance upon the exercise of
outstanding stock options and with respect to performance shares granted
pursuant to the Incentive Program. In addition, as of such date, an aggregate of
(i) 599,985 Shares were issuable upon the conversion of the Company's Series
1995-A Voting Cumulative Convertible Preferred Stock; (ii) 504,168 Shares were
issuable upon the conversion of the Company's Series 1994-A Voting Cumulative
Convertible Preferred Stock and (iii) 519,855 Shares were issuable upon the
conversion of the Company's Series 1994-B Voting cumulative Preferred Stock
(collectively, the "Preferred Stock"). The 2,000,000 Shares that the Company is
offering to purchase represent approximately 9.66% percent of the Shares then
outstanding or approximately 8.47% on a fully-diluted basis (assuming the
exercise of all outstanding stock options and including the Shares issuable upon
the conversion of the Preferred Stock).
The Shares are listed and principally traded on the New York Stock Exchange
(the "NYSE"). On February 10, 1998, the last full day of trading prior to
announcement of the Offer, the closing per Share sales price under the symbol
"LC" on the NYSE Composite Tape was $46.75. See Section 8. Stockholders are
urged to obtain a current market quotation for the Shares.
The Company has declared a regular quarterly dividend of $.20 per Share,
payable on April 2, 1998 to stockholders of record on March 16, 1998.
Stockholders who sell their Shares pursuant to the Offer will not receive the
dividend.
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward looking statements. Certain information contained herein or
in any other written or oral statements made by, or on behalf of the Company,
are or may be viewed as forward looking. Although the Company has used
appropriate care in developing any such forward looking information, forward
looking information involves risks and uncertainties that could significantly
impact actual results. These risks and uncertainties include, but are not
limited to, the following: changes in general economic conditions, including the
performance of financial markets and interest rates; competitive, regulatory, or
tax changes that affect the cost of or demand for the Company's products; and
adverse litigation results. The Company undertakes no obligation to publicly
update or revise any forward looking statements whether as a result of new
information, future developments or otherwise.
2
<PAGE> 6
THE OFFER
1. NUMBER OF SHARES; PRORATION
Upon the terms and subject to the conditions described in this Offer to
Purchase and in the Letter of Transmittal, the Company will purchase up to
2,000,000 Shares that are validly tendered (and not properly withdrawn in
accordance with Section 4) prior to the Expiration Date at a price (determined
in the manner set forth below) not greater than $52.00 nor less than $45.50 per
Share. The later of 12:00 midnight, New York City time, on Wednesday, March 11,
1998 or the latest time and date to which the Offer is extended by the Company,
is referred to herein as the "Expiration Date."
The Company will determine the Purchase Price taking into account the
number of Shares so tendered and the prices specified by tendering stockholders.
The Company will select the lowest Purchase Price that will allow it to purchase
2,000,000 Shares (or such lesser number as are validly tendered and not
withdrawn at prices not greater than $52.00 nor less than $45.50 per Share)
pursuant to the Offer. The Offer is not conditioned upon any minimum number of
Shares being tendered. The Offer is, however, subject to certain other
conditions. See Section 7.
In accordance with Instruction 5 of the Letter of Transmittal, each
stockholder who wishes to tender Shares must specify the price (not greater than
$52.00 nor less than $45.50 per Share) at which such stockholder is willing to
have the Company purchase such Shares. As promptly as practicable following the
Expiration Date, the Company will determine the Purchase Price (not greater than
$52.00 nor less than $45.50 per Share) that it will pay for Shares validly
tendered pursuant to the Offer, taking into account the number of Shares so
tendered and the prices specified by tendering stockholders. All Shares
purchased pursuant to the Offer will be purchased at the Purchase Price. All
Shares not purchased pursuant to the Offer, including Shares tendered at prices
greater than the Purchase Price and Shares not purchased because of proration or
conditional tenders, will be returned to the tendering stockholder at the
Company's expense as promptly as practicable following the Expiration Date.
Upon the terms and subject to the conditions of the Offer, if 2,000,000 or
fewer Shares have been validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date, the Company will purchase all such
Shares (including fractional shares). Upon the terms and subject to the
conditions of the Offer, if more than 2,000,000 Shares have been validly
tendered at or below the Purchase Price and not withdrawn prior to the
Expiration Date, the Company will purchase Shares in the following order of
priority:
(a) all Shares tendered at or below the Purchase Price and not withdrawn
prior to the Expiration Date by any stockholder (an "Odd Lot Holder") who owned
beneficially an aggregate of fewer than 100 Shares (including any Shares
acquired pursuant to the Incentive Program) as of the close of business on
February 10, 1998 and who validly tenders all of such Shares (partial tenders
will not qualify for this preference) and completes the box captioned "Odd Lots"
on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed
Delivery; and
(b) after purchase of all of the foregoing Shares, subject to the
conditional tender provisions described in Section 6, all other Shares validly
tendered at or below the Purchase Price and not withdrawn prior to the
Expiration Date on a pro rata basis, if necessary (with appropriate adjustments
to avoid purchases of fractional Shares).
If proration of tendered Shares is required, because of the difficulty in
determining the number of Shares validly tendered (including Shares tendered by
the guaranteed delivery procedure described in Section 3) and as a result of the
"odd lot" procedure described in Section 2 and the conditional tender procedure
described in Section 6, the Company does not expect that it will be able to
announce the final proration factor or to commence payment for any Shares
purchased pursuant to the Offer until approximately seven NYSE trading days
after the Expiration Date. Proration for each stockholder tendering Shares,
other than Odd Lot Holders, will be based on the ratio of the number of Shares
validly tendered by such stockholder at or below the Purchase Price to the total
number of Shares validly tendered by all stockholders, other than Odd Lot
Holders, at or below the Purchase Price. This ratio will be applied to
stockholders validly tendering Shares,
3
<PAGE> 7
other than Odd Lot Holders, to determine the number of Shares that will be
purchased from each stockholder pursuant to the Offer. Preliminary results of
proration will be announced by press release as promptly as practicable after
the Expiration Date. Holders of Shares may obtain such preliminary information
from the Dealer Managers or the Information Agent and may also be able to obtain
such information from their brokers.
The Company expressly reserves the right, in its sole discretion but
subject to certain applicable legal requirements, to purchase additional shares
pursuant to the Offer, but does not currently plan to do so. If (i) the Company
increases or decreases the price to be paid for Shares, increases the number of
Shares being sought and such increase in the number of Shares being sought
exceeds 2% of the outstanding Shares or decreases the number of Shares being
sought and (ii) the Offer is scheduled to expire at any time earlier than the
expiration of a period ending on the tenth business day from, and including, the
date that notice of such increase or decrease is first published, sent or given
in the manner described in Section 15, the Offer will be extended until the
expiration of ten business days from the date of the publication of such notice.
The Company also expressly reserves the right, in its sole discretion, at
any time or from time to time, to extend the period of time during which the
Offer is open by giving oral or written notice of such extension to the
Depositary. See Section 15. There can be no assurance, however, that the Company
will exercise its right to extend the Offer.
For purposes of the Offer, a "business day" means any day other than a
Saturday, Sunday or federal holiday and consists of the time period from 12:01
a.m. through 12:00 midnight, New York City time.
The Company is not offering to purchase its Preferred Stock in this Offer
to Purchase. The Company will, upon the terms and subject to the conditions of
the Offer, accept tenders of Shares that, in accordance with the terms of such
Preferred Stock are issued upon conversion of the Preferred Stock and duly
tendered pursuant to the Offer. To the extent Preferred Stock is converted into
Shares but the resulting Shares are not purchased pursuant to the Offer, holders
of Preferred Stock so converted will have lost all preferential rights of
Preferred Stock as compared to Shares (including, among other things, the
priority afforded holders of Preferred Stock with respect to the payment of
dividends and the distribution of assets upon liquidation). Each holder of
Preferred Stock is urged to consult his own broker, investment or tax advisor
with respect to the Offer. Neither the Company nor its Board of Directors makes
any recommendation to any holder of Preferred Stock as to whether to convert all
or any portion of such Preferred Stock into Shares or as to whether to tender or
refrain from tendering pursuant to the Offer all or any portion of the Shares
issuable upon such conversion.
The Company has adopted a Shareholder Rights Plan and declared a dividend
of one Right for each outstanding Share. Upon becoming exercisable, each Right
entitles the holder to purchase for a price of $150.00 one one-hundredth of a
share of Series A Participating Cumulative Preferred Stock. All of the Rights
may be redeemed by the Company at a price of $.01 per Right until ten business
days (or such later date as the Board of Directors determines) after the public
announcement that a person or group has acquired beneficial ownership of 20% or
more of the outstanding Shares (an "Acquiring Person"). Upon the existence of an
Acquiring Person, the Company may redeem the Rights only with the concurrence of
a majority of the directors not affiliated with the Acquiring Person. The
Rights, which do not have voting power and are not entitled to dividends, expire
on August 7, 2000. The Rights are not exercisable until ten business days after
the public announcement that a person has become an Acquiring Person or after
the commencement of a tender offer or exchange offer if, upon consummation, such
person or group would become an Acquiring Person. If, after the Rights become
exercisable, the Company becomes involved in a merger or certain other major
corporate transactions, each Right will entitle its holder, other than the
Acquiring Person, to receive Shares with a deemed market value of twice such
exercise price.
The Rights are not currently exercisable and trade together with the Shares
associated therewith. The Rights will not become exercisable or separately
tradeable as a result of the Offer. Absent circumstances causing the Rights to
become exercisable or separately tradeable prior to the Expiration Date, the
tender of any Shares pursuant to the Offer will include the tender of the
associated Rights. No separate consideration will be paid for such Rights. A
tender of Shares pursuant to the Offer will include a tender of the associated
4
<PAGE> 8
Rights. Upon the purchase of Shares by the Company pursuant to the Offer, the
sellers of the Shares so purchased will no longer own the Rights associated with
such Shares.
Copies of this Offer to Purchase, the Letter of Transmittal and Notice of
Guaranteed Delivery are being mailed to record holders of Shares and will be
furnished to brokers, dealers, banks and similar persons whose names, or the
names of whose nominees, appear on the Company's stockholder list or, if
applicable, who are listed as participants in a clearing agency's security
position listing for subsequent transmittal to beneficial owners of Shares.
2. TENDERS BY HOLDERS OF FEWER THAN 100 SHARES
All Shares validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date by or on behalf of Odd Lot Holders as of
the close of business on February 10, 1998 will be accepted before proration, if
any, of the purchase of other tendered Shares. See Section 1. Partial tenders
will not qualify for this preference and it is not available to beneficial
holders of 100 or more Shares, even if such holders have separate stock
certificates for fewer than 100 Shares. By accepting the Offer, a stockholder
owning beneficially fewer than 100 Shares will avoid the payment of brokerage
commissions and any applicable odd-lot discount payable on a sale of Shares in a
transaction effected on a securities exchange.
As of February 10, 1998, there were approximately 1,283 holders of record
of Shares. Approximately 29.5% of these holders, holding in the aggregate
approximately 15,361 Shares, held fewer than 100 Shares. Because of the large
number of Shares held in the names of brokers and nominees, the Company is
unable to estimate the number of beneficial owners of fewer than 100 Shares or
the aggregate number of Shares they own. Any beneficial owner of fewer than 100
Shares who wishes to tender all of his or her Shares pursuant to this Section
should complete the box captioned "Odd Lots" on the Letter of Transmittal and,
if applicable, on the Notice of Guaranteed Delivery.
3. PROCEDURE FOR TENDERING SHARES
Proper Tender of Shares. To tender Shares validly pursuant to the Offer,
either (a) a properly completed and duly executed Letter of Transmittal and any
other documents required by the Letter of Transmittal must be received by the
Depositary at one of its addresses set forth on the back cover of this Offer to
Purchase and either (i) certificates for the Shares to be tendered must be
received by the Depositary at one of such addresses or (ii) such Shares must be
delivered pursuant to the procedures for book-entry transfer described below
(and a confirmation of such delivery received by the Depositary), in each case
prior to the Expiration Date, or (b) the tendering stockholder must comply with
the guaranteed delivery procedure described below.
IN ACCORDANCE WITH INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL, IN ORDER TO
TENDER SHARES PURSUANT TO THE OFFER, A STOCKHOLDER MUST EITHER (A) CHECK THE BOX
IN THE SECTION OF THE LETTER OF TRANSMITTAL CAPTIONED "SHARES TENDERED AT PRICE
DETERMINED BY DUTCH AUCTION" OR (B) CHECK ONE OF THE BOXES IN THE SECTION OF THE
LETTER OF TRANSMITTAL CAPTIONED "SHARES TENDERED AT PRICE DETERMINED BY
STOCKHOLDER".
A STOCKHOLDER WHO WISHES TO MAXIMIZE THE CHANCE THAT HIS OR HER SHARES WILL
BE PURCHASED AT THE RELEVANT PURCHASE PRICE SHOULD CHECK THE BOX ON THE RELEVANT
LETTER OF TRANSMITTAL MARKED, "SHARES TENDERED AT PRICE DETERMINED BY DUTCH
AUCTION". NOTE THAT THIS ELECTION COULD RESULT IN SUCH STOCKHOLDER'S SHARES
BEING PURCHASED AT THE MINIMUM PRICE OF $45.50 PER SHARE. A STOCKHOLDER WHO
WISHES TO INDICATE A SPECIFIC PRICE (IN MULTIPLES OF $.125) AT WHICH SUCH
STOCKHOLDER'S SHARES ARE BEING TENDERED MUST CHECK A BOX UNDER THE SECTION
CAPTIONED "SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER" ON THE LETTER OF
TRANSMITTAL IN THE TABLE LABELED "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES
ARE BEING TENDERED". A STOCKHOLDER WHO WISHES TO TENDER SHARES AT MORE THAN ONE
5
<PAGE> 9
PRICE MUST COMPLETE SEPARATE LETTERS OF TRANSMITTAL FOR EACH PRICE AT WHICH SUCH
SHARES ARE BEING TENDERED. THE SAME SHARES CANNOT BE TENDERED AT MORE THAN ONE
PRICE.
A TENDER OF SHARES WILL BE PROPER IF, AND ONLY IF, ON THE APPROPRIATE
LETTER OF TRANSMITTAL EITHER THE BOX IN THE SECTION CAPTIONED "SHARES TENDERED
AT PRICE DETERMINED BY DUTCH AUCTION" OR ONE OF THE BOXES IN THE SECTION
CAPTIONED "SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDERS" IS CHECKED.
Book-Entry Delivery. The Depositary will establish an account with respect
to the Shares at The Depository Trust Company (the "Book-Entry Transfer
Facility") for purposes of the Offer within two business days after the date of
this Offer to Purchase, and any financial institution that is a participant in
the system of the Book-Entry Transfer Facility may make delivery of Shares by
causing the Book-Entry Transfer Facility to transfer such Shares into the
Depositary's account in accordance with the procedures of the Book-Entry
Transfer Facility. Although delivery of Shares may be effected through
book-entry transfer, a properly completed and duly executed Letter of
Transmittal or an Agent's Message (as defined below) in connection with a
book-entry transfer, and any other required documents must, in any case, be
received by the Depositary at one of its addresses set forth on the back cover
of this Offer to Purchase prior to the Expiration Date, or the tendering holder
must comply with the guaranteed delivery procedure described below. Delivery of
the Letter of Transmittal and any other required documents to the Book-Entry
Transfer Facility does not constitute delivery to the Depositary.
The term "Agent's Message" means a message transmitted by the Book-Entry
Transfer Facility to and received by the Depositary and forming a part of a
book-entry confirmation which states that such Book-Entry Transfer Facility has
received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Shares which are the subject of such book-entry
confirmation that such participant has received and agrees to be bound by the
terms of the Letter of Transmittal and that the Company may enforce such
agreement against such participant.
Signature Guarantees. Except as otherwise provided below, all signatures
on a Letter of Transmittal must be guaranteed by a firm that is a member of a
registered national securities exchange or the National Association of
Securities Dealers, Inc., or by a commercial bank or trust company having an
office, branch or agency in the United States, in each case which is a
participant in an approved signature Guarantee Medallion Program (each of the
foregoing being referred to as an "Eligible Institution"). Signatures on a
Letter of Transmittal need not be guaranteed if (a) the Letter of Transmittal is
signed by the registered holder of the Shares tendered therewith and such holder
has not completed the box entitled "Special Payment Instructions" or "Special
Delivery Instructions" on the Letter of Transmittal or (b) such Shares are
tendered for the account of an Eligible Institution. See Instructions 1 and 6 of
the Letter of Transmittal.
Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to
the Offer and cannot deliver such Shares and all other required documents to the
Depositary prior to the Expiration Date or the procedure for book-entry transfer
cannot be complied with in a timely manner, such Shares may nevertheless be
tendered if all of the following conditions are met:
(i) such tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by the Company is received by
the Depositary (as provided below) prior to the Expiration Date; and
(iii) the certificates for such Shares (or a confirmation of a
book-entry transfer of such Shares into the Depositary's account at the
Book-Entry Transfer Facility), together with a properly completed and duly
executed Letter of Transmittal (or, in the case of book-entry transfer, an
Agent's Message) and any other documents required by the Letter of
Transmittal, are received by the Depositary no later than 5:00 p.m., New
York city time, within three NYSE trading days after the date of execution
of the Notice of Guaranteed Delivery.
6
<PAGE> 10
The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by mail or facsimile to the Depositary and must include a guarantee by an
Eligible Institution in the form set forth in such Notice.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE
OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, REGISTERED
MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL
CASES SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.
Employee Plans. The decision as to whether to tender Shares attributable
to the accounts of participants in each of the Company's Retirement and Savings
Plan and The Cosmos Broadcasting Corporation Retirement and Savings Plan and the
determination as to the price at which such Shares will be tendered, if any,
will be made by the Plan Committee for the relevant retirement plan. Holders of
vested but unexercised options may exercise such options for cash in accordance
with the terms of the Incentive Program and tender the Shares received upon such
exercise in accordance with the Offer as described above.
Back-up and Income Tax Withholding. To prevent the possible application of
backup federal income tax withholding of 31% of the gross proceeds payable to a
stockholder, each tendering stockholder must provide the Company with such
stockholder's correct taxpayer identification number (in the case of an
individual, such stockholder's social security number) by completing the
Substitute Form W-9 included in the Letter of Transmittal. (See Instruction 11
of the Letter of Transmittal.) Certain stockholders (including, among others,
all corporations and certain foreign individuals) are not subject to these
backup withholding and reporting requirements. In order for a foreign individual
to qualify as an exempt recipient, such stockholders must submit a statement
attesting to such stockholder's exempt status. Such statements can be obtained
from the Depositary. (See Instruction 11 of the Letter of Transmittal.)
Rule 14e-4. It is a violation of Rule 14e-4 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), for a person, directly or
indirectly, to tender Shares for his or her own account unless at the time of
the tender and at the Expiration Date the person so tendering (a) has a net long
position equal to or greater than the amount of (i) Shares tendered or (ii)
other securities immediately convertible into, exercisable or exchangeable for
the amount of Shares tendered and, upon acceptance of his or her tender by the
Company, will acquire such Shares for tender by conversion, exercise or exchange
of such other securities and (b) will cause such Shares to be delivered in
accordance with the terms of the Offer. Rule 14e-4 provides a similar
restriction applicable to the tender or guarantee of a tender on behalf of
another person. The tender of Shares pursuant to any one of the procedures
described above will constitute the tendering stockholder's representation and
warranty that (a) such stockholder has a net long position in the Shares being
tendered within the meaning of Rule 14e-4 promulgated under the Exchange Act,
and (b) the tender of such Shares complies with Rule 14e-4. The Company's
acceptance for payment of Shares tendered pursuant to the Offer will constitute
a binding agreement between the tendering stockholder and the Company upon the
terms and subject to the conditions of the Offer.
Determination of Validity; Rejection of Shares; Waiver of Defects; No
Obligation to Give Notice of Defects. All questions as to the Purchase Price,
the form of documents and the validity, eligibility (including time of receipt)
and acceptance for payment of any tender of Shares will be determined by the
Company, in its sole discretion, which determination shall be final and binding.
The Company reserves the absolute right to reject any or all tenders of Shares
determined by it not to be in proper form or the acceptance for payment of or
payment for, Shares that may, in the opinion of the Company's counsel, be
unlawful. The Company also reserves the absolute right to waive any defect or
irregularity in any tender of Shares. None of the Company, the Dealer Managers,
the Depositary, the Information Agent or any other person will be under any duty
to give notification of any defect or irregularity in tenders or incur any
liability for failure to give any such notification.
4. WITHDRAWAL RIGHTS
Tenders of Shares made pursuant to the Offer may be withdrawn at any time
prior to the Expiration Date. Thereafter, such tenders are irrevocable, except
that they may be withdrawn after April 8, 1998 unless
7
<PAGE> 11
theretofore accepted for payment as provided in this Offer to Purchase. If the
Company extends the period of time during which the Offer is open, is delayed in
accepting for payment or paying for Shares or is unable to accept for payment or
pay for Shares pursuant to the Offer for any reason, then, without prejudice to
the Company's rights under the Offer, the Depositary may, on behalf of the
Company, retain all Shares tendered, and such Shares may not be withdrawn except
as otherwise provided in this Section 4, subject to Rule 13e-4(f)(5) under the
Exchange Act, which provides that the issuer making the tender offer shall
either pay the consideration offered, or return the tendered securities,
promptly after the termination or withdrawal of the tender offer.
To be effective, a written transmission of a notice of withdrawal must be
timely received by the Depositary at one of its addresses set forth on the back
cover of this Offer to Purchase and must specify the name of the person who
tendered the Shares to be withdrawn and the number of Shares to be withdrawn. If
the Shares to be withdrawn have been delivered to the Depositary, a signed
notice of withdrawal with signatures guaranteed by an Eligible Institution
(except in the case of Shares tendered by an Eligible Institution) must be
submitted prior to the release of such Shares. In addition, such notice must
specify, in the case of Shares tendered by delivery of certificates, the name of
the registered holder (if different from that of the tendering stockholder) and
the serial numbers shown on the particular certificates evidencing the Shares to
be withdrawn or, in the case of Shares tendered by book-entry transfer, the name
and number of the account at the Book-Entry Transfer Facility to be credited
with the withdrawn Shares. Withdrawals may not be rescinded and Shares withdrawn
will thereafter be deemed not validly tendered for purposes of the Offer.
However, withdrawn Shares may be retendered by again following one of the
procedures described in Section 3 at any time prior to the Expiration Date.
All questions as to the form and validity (including time of receipt) of
any notice of withdrawal will be determined by the Company, in its sole
discretion, which determination shall be final and binding. None of the Company,
the Dealer Managers, the Depositary, the Information Agent or any other person
will be under any duty to give notification of any defect or irregularity in any
notice of withdrawal or incur any liability for failure to give any such
notification.
5. ACCEPTANCE FOR PAYMENT OF SHARES AND PAYMENT OF PURCHASE PRICE
Upon the terms and subject to the conditions of the Offer, and as promptly
as practicable after the Expiration Date, the Company will determine the
Purchase Price, taking into account the number of Shares tendered and the prices
specified by tendering stockholders, and will (subject to the proration and
conditional tender provisions of the Offer) accept for payment (and thereby
purchase) and pay for Shares validly tendered at or below the Purchase Price and
not withdrawn as permitted in Section 4. As soon as practicable following the
determination of the Purchase Price, the Company will announce the Purchase
Price it will pay for tendered Shares. In all cases, payment for Shares accepted
for payment pursuant to the Offer will be made promptly (subject to possible
delay in the event of proration or conditional tenders) but only after timely
receipt by the Depositary of certificates for Shares (or of a confirmation of a
book-entry transfer of such Shares into the Depositary's account at the
Book-Entry Transfer Facility), a properly completed and duly executed Letter of
Transmittal (or an Agent's Message in connection with a book-entry transfer) and
any other required documents.
For purposes of the Offer, the Company will be deemed to have accepted for
payment (and thereby purchased), subject to the proration and conditional tender
provisions of the Offer, Shares that are validly tendered and not withdrawn as,
if and when it gives oral or written notice to the Depositary of its acceptance
for payment of such Shares. The Company will pay for Shares that it has
purchased pursuant to the Offer by depositing the Purchase Price therefor with
the Depositary. The Depositary will act as agent for tendering stockholders for
the purpose of receiving payment from the Company and transmitting payment to
tendering stockholders. Under no circumstances will interest be paid on amounts
to be paid to tendering stockholders by the Company, regardless of any delay in
making such payment.
8
<PAGE> 12
Certificates for all Shares not purchased will be returned (or, in the case
of Shares tendered by book-entry transfer, such Shares will be credited to an
account maintained with a Book-Entry Transfer Facility) to the tendering
stockholder at the Company's expense as promptly as practicable following the
Expiration Date.
Payment for Shares may be delayed in the event of difficulty in determining
the number of Shares validly tendered or if proration is required. See Section
1. In addition, if certain events occur, the Company may not be obligated to
purchase Shares pursuant to the Offer. See Section 7.
As provided in Rules 13e-4(f)(4) and (8)(ii) under the Exchange Act, the
Company will pay, for each Share accepted pursuant to the Offer, the same amount
per Share.
The Company will pay or cause to be paid any stock transfer taxes with
respect to the sale and transfer of any Shares to it or its order pursuant to
the Offer. If, however, payment of the Purchase Price is to be made to, or
Shares not tendered or not purchased are to be registered in the name of, any
person other than the registered holder, or if tendered Shares are registered in
the name of any person other than the person signing the Letter of Transmittal,
the amount of any stock transfer taxes (whether imposed on the registered
holder, such other person or otherwise) payable on account of the transfer to
such person will be deducted from the Purchase Price unless satisfactory
evidence of payment of such taxes, or exemption therefrom, is submitted. See
Instruction 7 to the Letter of Transmittal.
6. CONDITIONAL TENDER OF SHARES
Under certain circumstances and subject to the exceptions set forth in
Section 1, the Company may prorate the number of Shares purchased pursuant to
the Offer. As discussed in Section 14, the number of Shares to be purchased from
a particular stockholder may affect the tax treatment of such purchase to such
stockholder and such stockholder's decision whether to tender. EACH STOCKHOLDER
IS URGED TO CONSULT WITH HIS OR HER OWN TAX ADVISOR. Accordingly, a stockholder
may tender Shares subject to the condition that a specified minimum number of
such stockholder's Shares tendered pursuant to a Letter of Transmittal or Notice
of Guaranteed Delivery must be purchased if any such Shares so tendered are
purchased, and any stockholder desiring to make such a conditional tender must
so indicate in the box captioned "Conditional Tender" in such Letter of
Transmittal or, if applicable, the Notice of Guaranteed Delivery.
Any tendering stockholder wishing to make a conditional tender must
calculate and appropriately indicate such minimum number of Shares. If the
effect of accepting tenders on a pro rata basis would be to reduce the number of
Shares to be purchased from any stockholder (tendered pursuant to a Letter of
Transmittal or Notice of Guaranteed Delivery) below the minimum number so
specified, such tender will automatically be regarded as withdrawn (except as
provided in the next paragraph) and all Shares tendered by such stockholder
pursuant to such Letter of Transmittal or Notice of Guaranteed Delivery will be
returned as promptly as practicable thereafter.
If conditional tenders would otherwise be so regarded as withdrawn and
would cause the total number of Shares to be purchased to fall below 2,000,000,
then, to the extent feasible, the Company will select enough of such conditional
tenders that would otherwise have been so withdrawn to permit the Company to
purchase 2,000,000 Shares. In selecting among such conditional tenders, the
Company will select by lot and will limit its purchase in each case to the
designated minimum number of Shares to be purchased.
7. CERTAIN CONDITIONS OF THE OFFER
Notwithstanding any other provision of the Offer, the Company shall not be
required to accept for payment or pay for any Shares tendered, and may terminate
or amend the Offer or may postpone (subject to the requirements of the Exchange
Act for prompt payment for or return of Shares) the acceptance for payment of,
and payment for, Shares tendered if at any time on or after February 10, 1998
and before
9
<PAGE> 13
acceptance for payment of or payment for any such Shares (whether or not any
Shares have theretofore been accepted for payment or paid for pursuant to the
Offer) any of the following shall have occurred.
(a) there shall have been threatened, instituted or pending any action
or proceeding by any government or governmental, regulatory or
administrative agency or authority or tribunal or any other person,
domestic or foreign, or before any court, authority, agency or tribunal
which (i) challenges the making of the Offer, the acquisition of some or
all of the Shares pursuant to the Offer or otherwise relates in any manner
to the Offer; or (ii) in the Company's sole judgment, could materially
affect the business, condition (financial or other), income, operations or
prospects of the Company and its subsidiaries, taken as a whole, or
otherwise materially impair in any way the contemplated future conduct of
the business of the Company and any of its subsidiaries or materially
impair the Offer's contemplated benefits to the Company;
(b) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated, enacted, entered,
amended, enforced or deemed to be applicable to the Offer or the Company or
any of its subsidiaries, by any court or any authority, agency or tribunal
which, in the Company's sole judgment, would or might directly or
indirectly (i) make the acceptance for payment of, or payment for, some or
all of the Shares illegal or otherwise restrict or prohibit consummation of
the Offer; (ii) delay or restrict the ability of the Company, or render the
Company unable, to accept for payment or pay for some or all of the Shares;
(iii) materially impair the contemplated benefits of the Offer to the
Company; or (iv) materially affect the business, condition (financial or
other), income, operations or prospects of the Company and its
subsidiaries, taken as a whole, or otherwise materially impair in any way
the contemplated future conduct of the business of the Company or any of
its subsidiaries;
(c) there shall have occurred (i) any general suspension of trading
in, or limitation on prices for, securities on any national securities
exchange or in the over-the-counter market, (ii) the declaration of a
banking moratorium or any suspension of payments in respect of banks in the
United States, (iii) the commencement of a war, armed hostilities or other
international or national calamity directly or indirectly involving the
United States, (iv) any limitation (whether or not mandatory) by any
governmental, regulatory or administrative agency or authority on, or any
event which, in the Company's sole judgment, might adversely affect, the
extension of credit by banks or other lending institutions in the United
States, (v) any significant decrease in the market price of the Shares or
any change in the general political, market, economic or financial
conditions in the United States or abroad that could, in the sole judgment
of the Company, have a material adverse effect on the Company's business,
operations or prospects or the trading in the Shares, (vi) in the case of
any of the foregoing existing at the time of the commencement of the Offer,
a material acceleration or worsening thereof or (vii) any decline in either
the Dow Jones Industrial Average (8296 at the close of business on February
10, 1998) or the Standard and Poor's Index of 500 Industrial Companies
(1019 at the close of business on February 10, 1998) by an amount in excess
of 10% measured from the close of business on February 10, 1998;
(d) any tender or exchange offer with respect to some or all of the
Shares (other than the Offer), or a merger, acquisition or other business
combination proposal for the Company, shall have been proposed, announced
or made by any person or entity;
(e) there shall have occurred any event or events that have resulted,
or may in the sole judgment of the Company result, in an actual or
threatened change in the business, condition (financial or other), income,
operations, stock ownership or prospects of the Company and its
subsidiaries, taken as a whole; or
(f) (i) any person, entity or "group" (as that term is used in Section
13(d)(3) of the Exchange Act) shall have acquired, or proposed to acquire,
beneficial ownership of more than 5% of the outstanding Shares (other than
a person, entity or group which had publicly disclosed such ownership in a
Schedule 13D or 13G (or an amendment thereto) on file with the Securities
and Exchange Commission (the "Commission") prior to February 9, 1998, (ii)
any such person, entity or group which had publicly disclosed such
ownership prior to such date shall have acquired, or proposed to acquire,
beneficial
10
<PAGE> 14
ownership of additional Shares constituting more than 2% of the outstanding
Shares (options for and other rights to acquire Shares which are so
acquired or proposed to be acquired being deemed for this purpose to be
immediately exercisable) or (iii) any new group shall have been formed
which beneficially owns more than 5% of the outstanding Shares;
and, in the sole opinion of the Company, in any such case and regardless of the
circumstances (including any action or omission to act by the Company) giving
rise to such condition, such event makes it inadvisable to proceed with the
Offer or with such acceptance for payment or payment.
The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company regardless of the circumstances (including any action or
inaction by the Company) giving rise to any such condition and any such
condition may be waived by the Company, in whole or in part, at any time and
from time to time in its sole discretion. The Company's failure at any time to
exercise any of the foregoing rights shall not be deemed a waiver of any such
right; the waiver of any such right with respect to particular facts and
circumstances shall not be deemed a waiver with respect to any other facts or
circumstances; and each such right shall be deemed an ongoing right which may be
asserted at any time and from time to time. Any determination by the Company
concerning the events described above will be final and binding on all parties.
8. PRICE RANGE OF SHARES; DIVIDENDS
The Shares are listed and principally traded on the NYSE under the symbol
"LC". The following table sets forth the high and low closing prices of the
Shares, as reported on the NYSE Composite Tape, and the cash dividends paid per
Share for the fiscal periods indicated:
<TABLE>
<CAPTION>
FISCAL QUARTER HIGH LOW DIVIDENDS
- -------------- ---- --- ---------
<S> <C> <C> <C>
1996:
First..................................................... $36 $33 $.17
Second.................................................... 333/8 307/8 .185
Third..................................................... 357/8 301/8 .185
Fourth.................................................... 411/4 321/4 .185
1997:
First..................................................... $433/8 $373/8 $.185
Second.................................................... 42 383/8 .20
Third..................................................... 453/4 401/4 .20
Fourth.................................................... 475/16 429/16 .20
1998:
First (through February 10, 1998)......................... $475/16 $451/16 $ --
</TABLE>
On February 10, 1998, the last full day of trading prior to the
announcement of the Offer, the closing per Share sales price as reported on the
NYSE Composite Tape was $46.75. Stockholders are urged to obtain a current
market quotation for the Shares.
The Company has declared a regular quarterly cash dividend of $.20 per
Share, payable on April 2, 1998, to stockholders of record on March 16, 1998.
Stockholders who sell their Shares pursuant to the Offer will not receive the
dividend.
Although the Company currently anticipates no reduction after the Offer in
the current annual cash dividend on the Shares of $.80 per Share (a quarterly
rate of $.20 per Share), the determination of the amount and timing of any
future dividend payments will remain in the discretion of the Board of Directors
of the Company and will depend, among other things, upon the Company's earnings
and cash flow, its business and prospects and applicable restrictions under
South Carolina law.
9. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER
The Company believes that the purchase of the Shares will benefit the
Company and its stockholders over the long term by enhancing earnings per Share.
The Company also believes that this is an attractive time
11
<PAGE> 15
for the Company to make such purchases, given its financial condition and
outlook and current market conditions. The Company has divested certain assets
during the course of the year and expects to receive approximately $180 million
from the sale of Pierce National Life Insurance Company ("Pierce"). See Section
10. Prior to the announcement of the Offer, the Company had been considering a
variety of alternatives for the use of excess cash with the goal of enhancing
stockholder value. The Board of Directors has determined that the Offer
accomplishes this objective in an efficient manner. The Company may use any
proceeds from the sale of Pierce that are in excess of the proceeds necessary to
fund the Offer to pay debt, make acquisitions, repurchase stock or for other
general corporate purposes.
The Offer will afford to stockholders who are considering the sale of all
or a portion of their Shares the opportunity to determine the price at which
they are willing to sell their Shares and, in the event the Company accepts such
Shares for purchase, to dispose of Shares without the usual transaction costs
associated with a market sale. The Offer will also allow qualifying Odd Lot
Holders to avoid the payment of brokerage commissions and any applicable odd-lot
discount payable on a sale of Shares in a transaction effected on a securities
exchange.
The Company has no current plans to acquire additional Shares. Any such
purchases may be on the same terms as, or on terms which are more or less
favorable to stockholders than, the terms of the Offer. Rule 13e-4 under the
Exchange Act, however, prohibits the Company and its affiliates from purchasing
any Shares, other than pursuant to the Offer, until at least ten business days
after the Expiration Date. Any future purchases of Shares by the Company would
depend on many factors, including the market price of the Shares, the Company's
business and financial position, and general economic and market conditions.
Stockholders who determine not to accept the Offer will obtain a
proportionate increase in their ownership interest in the Company. After
consummation of the Offer, increases or decreases in net income will likely be
reflected in greater increases or decreases in earnings per Share than is
presently the case because of the smaller number of Shares outstanding
thereafter.
Shares that the Company acquires pursuant to the Offer will become
authorized but unissued Shares and will be available for issuance by the Company
without further stockholder action (except as may be required by applicable law
or the rules of the securities exchanges on which the Shares are listed). Such
Shares could be issued without stockholder approval for among other things,
acquisitions, the raising of additional capital for use in the Company's
business, stock dividends or in connection with employee stock option and other
plans or a combination thereof.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY STOCKHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. EACH STOCKHOLDER MUST
MAKE HIS OR HER OWN DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY
SHARES TO TENDER AND AT WHAT PRICE. THE COMPANY HAS BEEN ADVISED THAT NO
DIRECTOR OR EXECUTIVE OFFICER OF THE COMPANY INTENDS TO TENDER SHARES PURSUANT
TO THE OFFER.
10. CERTAIN INFORMATION CONCERNING THE COMPANY
The Company was incorporated in South Carolina in 1967. The Company is a
holding company engaged through its subsidiaries primarily in the insurance and
television broadcasting businesses. The Company's primary insurance subsidiaries
are Liberty Life Insurance Company ("Liberty Life") and Pierce, which, as
discussed below, the Company has agreed to sell to Fortis, Inc., the U.S.
subsidiary of Fortis. In addition to Liberty Life and Pierce, Liberty Insurance
Services Corporation provides home office support services for the Company's
insurance operations as well as unaffiliated life and health insurance
companies. Other subsidiaries of the Company provide investment advisory
services to the Company's insurance subsidiaries and unaffiliated insurance
companies, and property development and management services to the Company. The
Company's television broadcasting subsidiary, Cosmos Broadcasting Corporation,
currently owns and operates eight network affiliated television stations. The
Company maintains its principal executive offices at 2000 Wade Hampton
Boulevard; Greenville, South Carolina 29602; Telephone (864) 609-8256.
12
<PAGE> 16
On November 13, 1997, the Company announced that it had agreed to sell its
wholly owned, pre-need insurance subsidiary, Pierce, to Fortis, Inc. Under the
terms of the stock purchase agreement Fortis, Inc. will acquire Pierce for $180
million in cash, subject to certain adjustments. In connection with the sale of
Pierce, the Company will enter into a multi-year $51 million insurance
administrative services contract with Fortis, Inc. The closing of the sale of
Pierce is contingent among other things upon various regulatory approvals and
thus Liberty is unable to state with certainty when or if the proposed
transaction will be consummated. The Offer is not conditioned upon the
consummation of the sale of Pierce. See Section 7.
Except as disclosed in this Offer to Purchase, the Company has no other
agreements or understandings as to either divestitures or acquisitions that
would be material to the Company and does not have any plans or proposals which
relate to or would result in: (a) the acquisition by any person of additional
securities of the Company or the disposition of securities of the Company; (b)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) any change in the present Board of Directors or management of
the Company; (e) any material change in the present dividend policy,
indebtedness or capitalization of the Company; (f) any other material change in
the Company's corporate structure or business; (g) any change in the Company's
Articles of Incorporation or By-Laws or any actions which may impede the
acquisition of control of the Company by any person; (h) a class of equity
security of the Company being terminated from quotation on the NYSE; (i) a class
of equity security of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) the
suspension of the Company's obligation to file reports pursuant to Section 15(d)
of the Exchange Act.
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
The following is a summary of certain historical consolidated financial
information regarding the Company for the periods indicated. The summary
financial information (other than the ratio of earnings to fixed charges and
preferred stock dividends) provided below was derived from the audited
consolidated financial statements included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1996 (the "Company's 1996 Annual
Report") and December 31, 1995 (the "Company's 1995 Annual Report"), and from
the unaudited consolidated financial statements included in the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1997 (the
"Company's 1997 Third Quarter 10-Q") and the period ended September 30, 1996
(the "Company's 1996 Third Quarter 10-Q"). More comprehensive financial
information is included in such reports and the financial information which
follows is qualified in its entirety by reference to such reports and all of the
financial statements and related notes contained therein, copies of which may be
obtained as set forth in Section 17. The data as of and for the nine months
ended September 30, 1997 and September 30, 1996, has been derived from unaudited
financial statements which, in the opinion of the Company, reflect all
adjustments, consisting of normal and recurring adjustments, necessary for a
fair presentation of such data. The results for the nine months ended September
30, 1997, are not necessarily indicative of the results for the full year.
On February 2, 1998, the Company announced operating earnings (excluding
realized investment gains) for the twelve months ended December 31, 1997 of
$70.9 million or $3.16 per diluted share as compared to $66.0 million or $2.98
per diluted share for the year ended December 31, 1996. Net income for the
twelve months ended December 31, 1997 was $75.0 million or $3.34 per diluted
share as compared to $37.3 million or $1.66 per diluted share for the same
period 1996. Revenues for the twelve months ended December 31, 1997 were
$660,256,000 as compared to $619,097,000 for the same period 1996. A copy of the
Company's news release announcing 1997 earnings accompanies this Offer to
Purchase.
13
<PAGE> 17
THE LIBERTY CORPORATION
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
----------------------- -----------------------
1996 1995 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA
Revenues........................................ $ 619,097 $ 605,681 $ 497,055 $ 455,529
Income before net realized investment gains
(losses) and special charges.................. 66,032 60,833 51,169 47,111
Income after net realized investment gains
(losses) and before special charges........... 64,284 59,353 56,494 46,479
Net income...................................... 37,340 59,353 56,494 19,535
Income per common and common equivalent share... $ 1.66 $ 2.76 $ 2.58 $ .84
Weighted average common and common equivalent
shares outstanding used in computing earnings
per share..................................... 20,903 20,572 21,130 20,880
Ratio of earnings to fixed charges and preferred
stock dividends............................... 3.2x 4.5x 5.4x 2.4x
</TABLE>
<TABLE>
<CAPTION>
AS OF DECEMBER 31, AS OF SEPTEMBER 30,
----------------------- -----------------------
1996 1995 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
BALANCE SHEET DATA
Total assets.................................... $3,060,765 $3,034,296 $3,117,799 $3,009,428
Total debt...................................... 247,861 258,444 199,914 263,421
Redeemable preferred stock...................... 45,599 45,667 44,688 45,656
Shareholders' equity............................ 580,861 575,762 642,292 553,057
Book value per common and common equivalent
share......................................... $ 27.91 $ 27.86 $ 30.43 $ 26.61
</TABLE>
NOTES TO SUMMARY HISTORICAL FINANCIAL INFORMATION
Financial information for the nine months ended September 30, 1996 and the
year ended December 31, 1996, includes special charges of $26.9 million, or
$1.29 per share. During the third quarter of 1996, and concurrent with a
realignment of the Company's management structure, the Company completed a
detailed study of its insurance product lines, including those products
currently being marketed as well as those sold by the Company's subsidiaries
(including recently acquired companies). This study identified several specific
products, marketing programs, underwriting and service methods that were
inconsistent with the Company's then current strategies and profit objectives.
Based on this analysis the Company took a $26.9 million after tax charge, which
principally represents the write-off of deferred acquisition costs where
recovery is no longer assured due to actual experience on these products being
worse than originally assumed. In addition to the product-related charges, the
Company wrote-off previously deferred charges associated with acquiring and
modifying an administrative system for the Company's pre-need business. All of
the charges represented non-cash items. Excluding the special charges, income
per common and common equivalent share would have been $2.95 and $2.13 for the
year ended December 31, 1996 and the nine months ended September 30, 1996,
respectively.
14
<PAGE> 18
SUMMARY UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following summary unaudited consolidated pro forma financial
information gives effect to the sale of Pierce, which was announced on November
13, 1997, and to the purchase of Shares pursuant to the Offer, in each case
based on the assumptions described in the Notes to Summary Unaudited Pro Forma
Consolidated Financial Information. The pro forma adjustments give effect (i) to
the sale of Pierce, which is more fully described in the Company's Current
Report on Form 8-K filed on November 25, 1997, as amended by the Company's
Current Report on Form 8-K/A filed on February 11, 1998, (as amended, the
"Pierce 8-K") and (ii) to the purchase of Shares pursuant to this Offer at
$45.50 per Share and at $52.00 per Share, in each case as if the respective
transactions had occurred of the first date of each of the periods presented,
with respect to the income statement data, and on September 30, 1997, with
respect to the balance sheet data. The summary unaudited pro forma consolidated
financial information should be read in conjunction with the summary historical
consolidated financial information and does not purport to be indicative of the
results that would have been obtained, or the results that may be obtained in
the future, or the financial condition that would have resulted had the sale of
Pierce, or the purchase of the Shares pursuant to the Offer, been completed at
the dates indicated. The summary unaudited pro forma consolidated financial
information should be read in conjunction with the accompanying notes thereto
and the financial statements and related notes set forth in the Company's 1996
Annual Report, the Company's 1997 Third Quarter 10-Q and the Pierce 8-K, as well
as the summary historical financial information set forth above. Copies of such
reports may be obtained as set forth in Section 17.
THE LIBERTY CORPORATION
SUMMARY UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET INFORMATION
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, 1997
--------------------------------------------------------------
PRO FORMA AFTER PIERCE SALE
AND THE OFFER
-------------------------------
ASSUMED ASSUMED
PRO FORMA $45.50 $52.00
HISTORICAL AFTER PIERCE PER SHARE PER SHARE
(AS REPORTED) SALE PURCHASE PRICE PURCHASE PRICE
------------- ------------ -------------- --------------
<S> <C> <C> <C> <C>
Investments................................. $2,128,736 $1,419,094 $1,419,094 $1,419,094
Total assets................................ 3,117,799 2,300,316 2,300,316 2,300,316
Total debt.................................. 199,914 76,762 168,462 181,462
Policy liabilities.......................... 1,949,813 1,326,025 1,326,025 1,326,025
Total liabilities........................... 2,430,819 1,650,542 1,742,242 1,755,242
Redeemable preferred stock.................. 44,688 44,688 44,688 44,688
Common shareholders' equity................. 642,292 605,086 513,386 500,386
Total liabilities, redeemable preferred
stock and common shareholders' equity..... 3,117,799 2,300,316 2,300,316 2,300,316
Book value per common and common equivalent
share..................................... $ 30.43 $ 28.67 $ 26.87 $ 26.19
</TABLE>
15
<PAGE> 19
THE LIBERTY CORPORATION
SUMMARY UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENT INFORMATION
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 1997
--------------------------------------------------------------
PRO FORMA AFTER PIERCE SALE
AND THE OFFER
-------------------------------
ASSUMED ASSUMED
PRO FORMA $45.50 $52.00
HISTORICAL AFTER PIERCE PER SHARE PER SHARE
(AS REPORTED) SALE PURCHASE PRICE PURCHASE PRICE
------------- ------------ -------------- --------------
<S> <C> <C> <C> <C>
Revenues..................................... $497,055 $387,577 $387,577 $387,577
Income before net realized investment
gains...................................... 51,169 44,527 41,845 41,464
Net income................................... 56,494 51,382 48,700 48,319
Income per common and common equivalent
share...................................... $ 2.58 $ 2.34 $ 2.44 $ 2.42
Weighted average common and common equivalent
shares outstanding used in computing
earnings per share......................... 21,130 21,130 19,130 19,130
Ratio of earnings to fixed charges and
preferred stock dividends.................. 5.4x 6.7x 5.6x 5.4x
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996
--------------------------------------------------------------
PRO FORMA AFTER PIERCE SALE
AND
THE OFFER
-------------------------------
ASSUMED ASSUMED
PRO FORMA $45.50 $52.00
HISTORICAL AFTER PIERCE PER SHARE PER SHARE
(AS REPORTED) SALE PURCHASE PRICE PURCHASE PRICE
------------- ------------ -------------- --------------
<S> <C> <C> <C> <C>
Revenues..................................... $619,097 $474,357 $474,357 $474,357
Income before net realized investment gains
(losses) and special charges............... 66,032 58,814 55,237 54,730
Income after net realized investment gains
(losses) and before special charges........ 64,284 56,626 53,049 52,542
Net income................................... 37,340 34,463 30,886 30,379
Income per common and common equivalent share
after net realized investment gains
(losses) and before special charges........ 2.95 2.58 2.67 2.64
Income per common and common equivalent
share...................................... $ 1.66 $ 1.52 $ 1.49 $ 1.47
Weighted average common and common equivalent
shares outstanding used in computing
earnings per share......................... 20,903 20,903 18,903 18,903
Ratio of earnings to fixed charges and
preferred stock dividends.................. 3.2x 3.8x 2.7x 2.6x
</TABLE>
16
<PAGE> 20
NOTES TO SUMMARY UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL INFORMATION
1. Financial information for the year ended December 31, 1996, includes
special charges of $26.9 million, or $1.29 per share. During the third quarter
of 1996, and concurrent with a realignment of the Company's management
structure, the Company completed a detailed study of its insurance product
lines, including those products currently being marketed as well as those sold
by the Company's subsidiaries (including recently acquired companies). This
study identified several specific products, marketing programs, underwriting and
service methods that were inconsistent with the Company's then current
strategies and profit objectives. Based on this analysis the Company took a
$26.9 million after tax charge, which principally represents the write-off of
deferred acquisition costs where recovery is no longer assured due to actual
experience on these products being worse than originally assumed. In addition to
the product-related charges, the Company wrote-off previously deferred charges
associated with acquiring and modifying an administrative system for the
Company's pre-need business. All of the charges represented non-cash items.
2. The following assumptions were made in presenting the summary unaudited
pro forma consolidated financial information related to the sale of Pierce.
Approximately $123 million of the proceeds from the sale of Pierce will be used
to repay outstanding debt of the Company. See Section 11. The remainder of the
proceeds, net of income taxes payable and expenses related to sale, will be used
by the Company to purchase certain assets currently held by Pierce. During 1998
it is expected that Liberty Life, a subsidiary of the Company, will acquire from
the Company the assets purchased from Pierce. The funds received by the Company
from the sale of the assets to Liberty Life will be available to repay debt,
make acquisitions, repurchase stock or for other general corporate purposes.
Additional information as to the assumptions underlying the summary pro
forma financial information related to the sale of Pierce is included in the
Pierce 8-K, a copy of which may be obtained as described in Section 17.
3. The following assumptions were made in presenting the summary unaudited
consolidated pro forma financial information related to the purchase of the
Shares:
(a) The information assumes that 2,000,000 Shares are purchased and
retired with pro forma information shown for both the lowest ($45.50) and
the highest ($52.00) offering price. There can be no assurance that the
Company will purchase 2,000,000 Shares or at what price in the offering
range any Shares will be purchased.
(b) Expenses directly related to the Offer are assumed to be $.7
million and have been charged against shareholders' equity.
(c) The purchase price for the Shares is expected to be initially
funded with debt assumed to carry an interest rate of 6%.
(d) The Company's effective tax rate is assumed to be 35%.
4. Earnings per share are calculated by dividing net income less the annual
dividends required on the Company's outstanding Preferred Stock by the weighted
average common and common equivalent shares outstanding, or assumed to be
outstanding in the case of the pro forma financial information.
11. SOURCE AND AMOUNT OF FUNDS
Assuming that the Company purchases 2,000,000 Shares pursuant to the Offer
at a price of $52.00 per Share, the Company estimates that the total amount
required by the Company to purchase such Shares and pay related fees and
expenses will be approximately $104.7 million.
The Company intends to obtain a significant portion of the funds for the
purchase of Shares and the payment of related fees and expenses from one or a
combination of the following sources: (i) available cash
17
<PAGE> 21
and cash equivalents, (ii) liquidation of marketable investments and (iii)
short-term borrowings under a new bridge loan.
The bridge loan, in an amount of up to $140 million (the "Loan"), has been
extended by Wachovia Bank, N.A. (the "Lender") to the Company in return for a
promissory note dated January 28, 1998 (the "Note").
The unpaid principal of any borrowings under the Loan, together with all
accrued and unpaid interest and other fees thereon, is due and payable by the
Company no later than March 31, 1998. Interest accrues on the outstanding
principal amount of any borrowings under the Loan at a rate per annum equal to
either the Base Rate or the Euro-Dollar Rate set forth in the Note, as elected
by the Company prior to the commencement of each interest period. The Base Rate
is a rate per annum equal to the higher, for any day, of (i) the Lender's prime
rate and (ii) one-half percent above the federal funds rate for such day. The
Euro-Dollar Rate is a rate per annum equal to the quotient obtained (rounded
upwards, if necessary, to the next higher 1/100th of 1%) by dividing (i) the
applicable London Interbank Offered Rate (as defined in the Note) for U.S.
dollar deposits by (ii) 1.00 minus the Euro-Dollar Reserve Percentage (as
defined in the Note), plus 0.425%.
The Company has given the Lender, as collateral for the Company's
obligations under the Note, a continuing lien on and security interest in all
deposits and other sums credited by or due from the Lender to the Company or
subject to withdrawal by the Company. The Note allows for optional prepayments
by the Company and includes standard events of default as well as a
cross-default provision tied to the Credit Agreement, dated March 21, 1995,
between the Company and the Lender.
The Company expects to repay any borrowings made under the Loan with
proceeds to be received from the previously announced sale of its subsidiary,
Pierce. The Offer, however, is conditioned neither upon the consummation of the
sale of Pierce nor on the Company obtaining financing. See Section 7.
The preceding summary of the Note is qualified in its entirety by reference
to the terms of the Note, a copy of which is filed as an exhibit to the Issuer
Tender Offer Statement on Schedule 13E-4 of which this Offer to Purchase forms a
part. A copy of the Schedule 13E-4 may be obtained from the Commission in the
manner provided in Section 17.
12. INTERESTS OF DIRECTORS AND OFFICERS; TRANSACTIONS AND AGREEMENTS CONCERNING
THE SHARES
As of February 10, 1998, the Company had issued and outstanding 20,695,140
Shares and had reserved 1,286,383 Shares for issuance upon the exercise of
outstanding stock options and with respect to performance shares granted
pursuant to the Incentive Program. The 2,000,000 Shares that the Company is
offering to purchase represent approximately 9.66% of the Shares then
outstanding or approximately 8.47% on a fully-diluted basis (assuming the
exercise of all outstanding stock options and including the Shares issuable upon
the conversion of the Preferred Stock). As of February 10, 1998, all directors
and executive officers of the Company as a group owned beneficially an aggregate
of 3,284,311 Shares (including an aggregate of 64,172 Shares that may be
acquired pursuant to the exercise of outstanding stock options exercisable
within 60 days of the date hereof) or approximately 15.87% of the Shares then
outstanding. The Company has been advised that no director or executive officer
intends to tender Shares pursuant to the Offer. If the Company purchases
2,000,000 Shares pursuant to the Offer and no director or executive officer of
the Company tenders Shares, the percentage of outstanding Shares owned
beneficially by all of the Company's directors and executive officers as a group
would increase to approximately 17.57% of the Shares then outstanding (including
for this purpose, Shares that may be acquired by such directors and executive
officers pursuant to the exercise of outstanding stock options exercisable
within 60 days of the date hereof).
Based upon the Company's records and upon information provided to the
Company by its directors and executive officers, and except for the purchase on
December 29, 1997 by a director of the Company of 1,000 Shares for $46 7/8 a
share, which transaction was effected on the open market, neither the Company
nor any subsidiary of the Company nor, to the best of the Company's knowledge,
any of the Company's executive officers or directors nor any affiliates of the
foregoing has engaged in any transactions involving the Shares during the 40
business days preceding the date hereof.
18
<PAGE> 22
Except for outstanding options to purchase Shares granted from time to time
to certain employees (including executive officers) and non-employee directors
of the Company and performance shares granted from time to time to certain
employees (including executive officers), in each case pursuant to the Incentive
Program, and except as otherwise described herein, neither the Company nor, to
the best of the Company's knowledge, any of its affiliates, directors or
executive officers, is a party to any contract, arrangement, understanding or
relationship with any other person relating, directly or indirectly, to the
Offer with respect to any securities of the Company, including, but not limited
to, any contract, arrangement, understanding or relationship concerning the
transfer or the voting of any such securities, joint ventures, loan or option
arrangements, puts or calls, guaranties of loans, guaranties against loss or the
giving or withholding or proxies, consents or authorizations.
13. REGULATORY APPROVALS
The Company is not aware of any license or regulatory permit that appears
to be material to its business that might be adversely affected by its
acquisition of Shares as contemplated in the Offer or of any approval or other
action by any government or governmental, administrative or regulatory authority
or agency, domestic or foreign, that would be required for the Company's
acquisition or ownership of Shares pursuant to the Offer. Should any such
approval or other action be required, the Company currently contemplates that it
will seek such approval or take such other action. The Company cannot predict
whether it may determine that it is required to delay the acceptance for payment
of Shares tendered pursuant to the Offer pending the outcome of any such matter.
There can be no assurance that any such approval or other action, if needed,
would be obtained or would be obtained without substantial conditions or that
the failure to obtain any such approval or other action might not result in
adverse consequences to the Company's business. The Company intends to make all
required filings under the Exchange Act. The Company's obligation under the
Offer to accept Shares for payment is subject to certain conditions. See Section
7.
14. CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The federal income tax discussion set forth below summarizes the principal
federal income tax consequences to U.S. Holders (as defined below) of Shares
tendered and purchased by the Company pursuant to the Offer and is included for
general information only. A U.S. Holder for purposes of this discussion is (i)
for United States federal income tax purposes a citizen or resident of the
United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States or of any political
subdivision thereof, (iii) an estate the income of which is subject to United
States federal income taxation regardless of source or (iv) a trust which has
one or more United States fiduciaries with the authority to control all
substantial decisions and over whose administration a United States court has
the power to exercise primary supervision. The discussion does not address all
aspects of federal income tax that may be relevant to a particular stockholder
or any relevant foreign, state, local or other tax laws. Certain stockholders,
including foreign persons and persons who acquired their Shares upon the
exercise of employee stock options or as compensation, may be subject to special
rules not discussed below. EACH STOCKHOLDER CONSIDERING WHETHER TO TENDER THOSE
SHARES IS URGED TO CONSULT AND RELY ON THE STOCKHOLDER'S OWN TAX ADVISOR AS TO
THE PARTICULAR TAX CONSEQUENCES TO THE STOCKHOLDER OF SELLING SHARES PURSUANT TO
THE OFFER, INCLUDING THE APPLICATION OF FOREIGN, STATE, LOCAL OR OTHER TAX LAWS.
Purchases of Shares by the Company pursuant to the Offer will generally be
taxable transactions for federal income tax purposes under the United States
Internal Revenue Code of 1986, as amended (the "Code"), and may also be taxable
transactions under applicable state, local and foreign tax laws. The Company
will file information returns with the IRS reporting gross proceeds paid to
stockholders of record pursuant to the Offer.
The Company cannot predict the extent to which the Offer may be
oversubscribed. If the Offer is oversubscribed, proration of tenders pursuant to
the Offer may cause the Company to accept fewer shares than are tendered.
Therefore, there can be no assurance that a sufficient number of any particular
stockholder's
19
<PAGE> 23
Shares will be purchased pursuant to the Offer to ensure that such purchase will
be treated as a sale or exchange for federal income tax purposes rather than as
a dividend, pursuant to the rules discussed below.
Gain or loss (rather than dividend income) will be recognized by a U.S.
Holder whose disposition of Shares is treated as a sale or exchange because such
disposition satisfies one of the three tests described below. Gain or loss will
be equal to the difference between the cash received and the U.S. Holder's tax
basis in the Shares disposed of, and will be a capital gain or loss if the
Shares were held by the U.S. Holder as a capital asset. A U.S. Holder will
recognize a short-term capital gain or loss on Shares held for not more than one
year as of the Company's acceptance of the Shares. A U.S. Holder will recognize
a long-term capital gain or loss on Shares held for more than one year. With
respect to individuals and other non-corporate taxpayers, gain on Shares held
for more than 18 months will be subject to a maximum tax rate of 20%, whereas
gain on Shares held for more than a year but not more than 18 months will be
subject to a maximum tax rate of 28%.
Under the Code, gross proceeds received from the Company for Shares
tendered pursuant to the Offer by any U.S. Holder who does not satisfy one of
the three tests described in the following paragraph will be treated as a
dividend that will be fully taxable at ordinary rates to the extent that the
Company has sufficient current or accumulated earnings and profits as of the
date payment is made for the Shares. In that event, the tax basis of Shares
purchased by the Company pursuant to the Offer will generally be added to the
tax basis of Shares that the U.S. Holder continues to own; such increase in the
basis of such Shares may cause any subsequent taxable sale thereof to give rise
to a loss, which may be a capital loss if such Shares are held as a capital
asset. Gross proceeds in excess of the amount of the Company's current or
accumulated earnings and profits will reduce the U.S. Holder's basis in its
Shares, and any gross proceeds in excess of a U.S. Holder's tax basis in its
Shares will be treated as gain from the sale of the Shares.
In order to avoid dividend treatment of the gross proceeds received from
the Company, a U.S. Holder must: (i) completely redeem his interest in the
Company, (ii) satisfy a "substantially disproportionate" redemption test by
reducing his percentage interest in the Company by more than 20% or (iii)
otherwise demonstrate that the disposition of Shares to the Company is "not
essentially equivalent to a dividend."
In applying these tests a U.S. Holder must take into account Shares held by
related persons that are considered constructively owned by the U.S. Holder for
tax purposes under Section 318 of the Code, as well as those that are actually
owned. Under Section 318 a U.S. Holder is deemed to own Shares actually owned,
and in some cases constructively owned, by certain related individuals and
entities. A U.S. Holder is also deemed to own Shares which the U.S. Holder has
the right to acquire by exercise of an option. For example, an individual U.S.
Holder is considered to own Shares owned directly or indirectly by or for his
spouse and his children, grandchildren and parents ("family attribution"). In
addition, a U.S. Holder is considered to own a proportionate number of Shares
owned by trusts or estates in which the U.S. Holder has a beneficial interest,
by partnerships in which the U.S. Holder is a partner, and by corporations in
which the U.S. Holder owns, directly or indirectly, 50% or more in value of the
stock. Similarly, Shares directly or indirectly owned by beneficiaries of
estates or trusts, by partners of partnerships and, under certain circumstances,
by stockholders of corporations may be considered owned by these entities
("entity attribution").
The disposition of Shares by a U.S. Holder pursuant to the Offer will
result in a complete redemption of the U.S. Holder's interest in the Company if
all of the Shares actually and constructively owned by the U.S. Holder are
disposed of pursuant to the Offer. The disposition of Shares by a U.S. Holder
pursuant to the Offer will also result in a complete redemption if all of the
Shares actually and constructively owned by the U.S. Holder are disposed of
except for Shares constructively owned by the U.S. Holder as a result of the
family attribution rules (or, in some cases, as a result of a combination of the
family and entity attribution rules), provided that (i) the U.S. Holder
qualifies for a waiver of the family attribution rules, and (ii) the U.S. Holder
and, in some cases, related entities comply with the procedures for establishing
entitlement to a waiver. Qualification for a waiver of the family attribution
rules is subject to several conditions, one of which is that the U.S. Holder has
no interest in the Company immediately after the disposition (including an
interest as an officer, director or employee), other than an interest as a
creditor.
The disposition of Shares by a U.S. Holder pursuant to the Offer will be
"substantially disproportionate" if the percentage of the outstanding voting
stock of the Company actually and constructively owned by the
20
<PAGE> 24
U.S. Holder immediately following such disposition (treating all Shares
purchased by the Company pursuant to the Offer as not outstanding) is less than
80% of the percentage of the outstanding voting stock of the Company actually
and constructively owned by the U.S. Holder immediately before the purchase of
Shares by the Company pursuant to the Offer (treating all Shares purchased by
the Company pursuant to the Offer as outstanding).
In order to be "not essentially equivalent to a dividend," a disposition of
Shares pursuant to the Offer must result in a "meaningful reduction" in the U.S.
Holder's proportionate interest in the Company. A U.S. Holder who intends to
qualify for sale or exchange treatment by demonstrating that proceeds received
from the Company are "not essentially equivalent to a dividend" is strongly
urged to consult his tax advisor because this test will be met only if the
reduction in his proportionate interest in the Company is "meaningful" given his
particular facts and circumstances in the context of the Offer.
In the case of a corporate U.S. Holder any amount treated as a dividend (i)
will generally be eligible for a 70% dividends received deduction under Section
243 of the Code, subject to the limitations described in Sections 246 and 246A
of the Code and (ii) will constitute an "extraordinary dividend" under Section
1059 of the Code.
See Section 11 of the Letter of Transmittal with respect to the application
of federal income tax withholding and backup withholding.
15. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS
The Company expressly reserves the right, in its sole discretion, at any
time or from time to time, to extend the period of time during which the Offer
is open by giving oral or written notice of such extension to the Depositary.
There can be no assurance, however, that the Company will exercise its right to
extend the Offer. During any such extension, all Shares previously tendered and
not purchased or withdrawn will remain subject to the Offer, except to the
extent that such Shares may be withdrawn as set forth in Section 4. The Company
also expressly reserves the right, in its sole discretion, to terminate the
Offer and not accept for payment or pay for any Shares not theretofore accepted
for payment or paid for or, subject to applicable law, to postpone payment for
Shares upon the occurrence of any of the conditions specified in Section 7
hereof by giving oral or written notice of such termination or postponement to
the Depositary and making a public announcement thereof. The Company's
reservation of the right to delay payment for Shares which it has accepted for
payment is limited by Rule 13e-4(f)(5) of the Exchange Act, which requires that
the Company pay the consideration offered or return the Shares tendered promptly
after termination or withdrawal of a tender offer. Subject to compliance with
applicable law, the Company further reserves the right, in its sole discretion,
to amend the Offer in any respect. Amendments to the Offer may be made at any
time or from time to time effected by public announcement thereof, such
announcement, in the case of an extension, to be issued no later than 9:00 A.M.,
New York City time, on the next business day after the previously scheduled
Expiration Date. Any public announcement made pursuant to the Offer will be
disseminated promptly to stockholders in a manner reasonably designed to inform
stockholders of such change. Without limiting the manner in which the Company
may choose to make a public announcement, except as required by applicable law,
the Company shall have no obligation to publish, advertise or otherwise
communicate any such public announcement other than by making a release to the
Dow Jones News Service, except in the case of an announcement of an extension of
an Offer, in which case the Company shall have no obligation to publish,
advertise or otherwise communicate such announcement other than by issuing a
notice of such extension by press release or other public announcement, which
notice shall be issued no later than 9:00 A.M., New York City time, on the next
business day after the previously scheduled Expiration Date. Material changes to
information previously provided to holders of the Shares in this Offer or in
documents furnished subsequent thereto will be disseminated to holders of Shares
in compliance with Rule 13e-4(e)(2) of the Exchange Act.
If the Company materially changes the terms of the Offer or the information
concerning the Offer or if it waives a material condition of the Offer, the
Company will extend the Offer to the extent required by Rules 13e-4(d)(2) and
13e-4(e)(2) of the Exchange Act. These rules require that the minimum period
during which an offer must remain open following material changes in the terms
of the offer or information
21
<PAGE> 25
concerning the offer (other than a change in price, change in the dealer's
soliciting fee or a change in percentage of securities sought) will depend on
the facts and circumstances, including the relative materiality of such terms or
information. The Commission has stated that as a general rule, it is of the view
that an offer should remain open for a minimum of five business days from the
date that notice of such a material change is first published, sent or given. If
(i) the Company increases or decreases the price to be paid for Shares,
increases the number of Shares being sought and such increase in the number of
Shares being sought exceeds 2% of the outstanding Shares or decreases the number
of Shares being sought and (ii) the Offer is scheduled to expire at any time
earlier than the expiration of a period ending on the tenth business day from,
and including, the date that notice of such increase or decrease is first
published, sent or given in the manner described in Section 15, the Offer will
be extended until the expiration of ten business days from the date of the
publication of such notice.
16. FEES AND EXPENSES
Goldman, Sachs & Co. is acting as financial advisor and Dealer Managers for
the Company in connection with the Offer and will receive a fee of $.10 per
Share purchased pursuant to the Offer; provided that the fee will not be less
than $50,000. The Dealer Managers also will be reimbursed by the Company for
out-of-pocket expenses, including attorneys' fees, and will be indemnified
against certain liabilities, including liabilities under the federal securities
laws, in connection with the Offer.
The Dealer Managers have rendered, are currently rendering and are expected
to continue to render various investment banking and other advisory services to
the Company. The Dealer Managers have received, and will continue to receive,
customary compensation from the Company for such services.
The Company has retained Wachovia Bank, N.A., as Depositary and D. F. King
& Co., Inc., as Information Agent, in connection with the Offer. The Information
Agent may contact stockholders by mail, telephone, telex, telegraph and personal
interviews, and may request brokers, dealers and other nominee stockholders to
forward materials relating to the Offer to beneficial owners. The Depositary and
the Information Agent will receive reasonable and customary compensation for
their services and will also be reimbursed for certain out-of-pocket expenses.
The Company has agreed to indemnify the Depositary and the Information Agent
against certain liabilities in connection with the Offer, including certain
liabilities under the federal securities laws. Neither the Depositary nor the
Information Agent has been retained to make solicitations or recommendations in
their respective roles as Depositary and Information Agent.
The Company will not pay any fees or commissions to any broker, dealer or
other person for soliciting tenders of Shares pursuant to the Offer (other than
the fee of the Dealer Managers). The Company will, upon request, reimburse
brokers, dealers, commercial banks and trust companies for reasonable and
customary handling and mailing expenses incurred by them in forwarding materials
relating to the Offer to their customers. No broker, dealer, commercial bank or
trust company has been authorized to act as agent for the Company for the
purpose of the Offer.
17. MISCELLANEOUS
The Company's 1996 Annual Report, 1995 Annual Report, 1997 Third Quarter
10-Q, 1996 Third Quarter 10-Q and the Pierce 8-K have been filed with the
Commission. Copies of such documents may be obtained from The Liberty
Corporation; Shareholder Relations Department; Box 789; Greenville, South
Carolina 29602; Telephone: (864) 609-8256.
The Company is subject to the informational filing requirements of the
Exchange Act and in accordance therewith is obligated to file reports and other
information with the Commission relating to its business, financial statements
and other matters. Certain information as of particular dates, concerning the
Company's directors and officers, their remuneration, options granted to them,
the principal holders of the Company's securities and any material interest of
such persons in transactions with the Company is filed with the Commission. The
Company has also filed an Issuer Tender Offer Statement on Schedule 13E-4 with
the Commission, which includes certain additional information with respect to
the Offering. Such reports, as well as such other material, may be inspected and
copies obtained at prescribed rates at the Commission's public
22
<PAGE> 26
reference facilities at 450 Fifth Street, N.W., Washington, D.C. 20549; and
should also be available for inspection and copying at the Regional Offices of
the Commission at 7 World Trade Center, 13th Floor, New York, New York 10048,
and Suite 1400, Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois 60661. Copies of such material may be obtained by mail, upon payment of
the Commission's customary fees, from the Commission's Public Reference Section
at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission maintains a
World Wide Web site on the Internet at http://www.sec.gov that contains reports,
proxy and other information related to registrants that file electronically with
the Commission. Such reports, proxy statements and other information also should
be available for inspection at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York. The Company's Schedule 13E-4 may not be
available at the Commission's regional offices.
The Offer is not being made to, nor will the Company accept tenders from or
on behalf of, holders of Shares in any state of the United States or any foreign
jurisdiction in which the making of the Offer or the acceptance thereof would
not be in compliance with the laws of such state or foreign jurisdiction. The
Company is not aware of any state or foreign jurisdiction the laws of which
would prohibit the Offer or such acceptance. If the Company becomes aware of any
jurisdiction where the making of the Offer or the tender of Shares is not in
compliance with any applicable law, the Company will make a good faith effort to
comply with such law. If, after such good faith effort, the Company cannot
comply with such law, the Offer will not be made to (nor will tenders be
accepted from or on behalf of) the holders of Shares residing in such
jurisdiction.
THE LIBERTY CORPORATION
February 11, 1998
23
<PAGE> 27
The Depositary for the Offer is:
WACHOVIA BANK, N.A.
<TABLE>
<S> <C> <C>
Delivering by Registered Mail Personally Delivering Delivering by Overnight Courier
Wachovia Bank, Wachovia Bank, Wachovia Bank,
N.A. -- Depositary N.A. -- Depositary N.A. -- Depositary
Corporate Reorganizations Shareholder Services Department Corporate Reorganizations
P.O. Box 9061 Wachovia East Building, 2nd 70 Campanelli Drive
Floor
Boston, MA 02205 301 North Church Street Braintree, MA 02184
Winston-Salem, NC 27101
</TABLE>
New York Drop
Wachovia Bank, N.A. -- Depositary
c/o Boston EquiServe L.P.
Corporate Reorganizations, 3rd Floor
55 Broadway
New York, NY 10006
Please contact the Information Agent at the telephone numbers and address
below with any questions or requests for assistance or additional copies of the
Offer to Purchase, Letter of Transmittal and Notice of Guaranteed Delivery.
The Information Agent for the Offer is:
D. F. KING & CO., INC.
77 Water Street
New York, New York 10005
TOLL-FREE 1-800-290-6427
OR
CALL COLLECT: (212) 269-5550
The Dealer Managers for the Offer are:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
IN NEW YORK STATE: (212) 902-1000 (COLLECT)
OTHER AREAS: (800) 323-5678 (TOLL-FREE)
<PAGE> 1
Exhibit (a)(2)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
THE LIBERTY CORPORATION
PURSUANT TO ITS OFFER TO PURCHASE
DATED FEBRUARY 11, 1998
- --------------------------------------------------------------------------------
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME,
ON WEDNESDAY, MARCH 11, 1998, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
TO: WACHOVIA BANK, N.A., DEPOSITARY
For information, telephone
(800) 633-4236
<TABLE>
<S> <C> <C>
Delivering by Registered Mail Personally Delivering Delivering by Overnight Courier
Wachovia Bank, N.A. -- Depositary Wachovia Bank, N.A. -- Depositary Wachovia Bank, N.A. -- Depositary
Corporate Reorganizations Shareholder Services Department Corporate Reorganizations
P.O. Box 9061 Wachovia East Building, 2nd Floor 70 Campanelli Drive
Boston, MA 02205 301 North Church Street Braintree, MA 02184
Winston-Salem, NC 27101
</TABLE>
New York Drop
Wachovia Bank, N.A. -- Depositary
c/o Boston EquiServe L.P.
Corporate Reorganizations, 3rd Floor
55 Broadway
New York, NY 10006
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.
This Letter of Transmittal is to be used if certificates are to be
forwarded herewith or if delivery of Shares (as defined below) is to be made by
book-entry transfer to the Depositary's account at The Depository Trust Company
("DTC" or the "Book-Entry Transfer Facility") pursuant to the procedures set
forth in Section 3 of the Offer to Purchase.
Stockholders who cannot deliver their Shares and all other documents
required hereby to the Depositary prior to the Expiration Date (as defined in
the Offer to Purchase) must tender their Shares pursuant to the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase. See
Instruction 2. Delivery of any required documents to the Company or to the Book
Entry Transfer Facility does not constitute a valid delivery.
<PAGE> 2
<TABLE>
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
(See Instructions 3 and 4)
- ---------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON
SHARE SHARES TENDERED
CERTIFICATES) (ATTACH ADDITIONAL LIST IF NECESSARY)
- ---------------------------------------------------------------------------------------------------
TOTAL NUMBER
OF SHARES
REPRESENTED NUMBER
CERTIFICATE BY OF SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
--------------------------------------
--------------------------------------
--------------------------------------
--------------------------------------
--------------------------------------
TOTAL SHARES
- ---------------------------------------------------------------------------------------------------
* Need not be completed by stockholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares represented by any certificates
delivered to the Depositary are being tendered. See Instruction 4.
- ---------------------------------------------------------------------------------------------------
</TABLE>
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution
- --------------------------------------------------------------------------------
DTC Account No.
-----------------------------------------------------------------------------
Transaction Code No.
-----------------------------------------------------------------------------
[ ]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Tendering Stockholder(s)
------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery
---------------------------------------------------------
Name of Institution which Guaranteed Delivery
--------------------------------------------------------------
If delivery is by book-entry transfer:
--------------------------------------------------------------------------
Name of Tendering Institution
------------------------------------------------------------------------------
DTC Account No.
-----------------------------------------------------------------------------
Transaction Code No.
-----------------------------------------------------------------------------
[ ]CHECK HERE IF TENDER OF SHARES IS CONDITIONAL ON THE COMPANY PURCHASING ALL
OR A MINIMUM NUMBER OF THE TENDERED SHARES AND COMPLETE THE FOLLOWING (SEE
INSTRUCTION 9):
Minimum Number of Shares to Be Sold:
--------------------------------------------------------------------
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
2
<PAGE> 3
Ladies and Gentlemen:
The undersigned hereby tenders to The Liberty Corporation, a South Carolina
corporation (the "Company"), the above-described shares of Common Stock, no par
value (such shares together with the associated preferred stock purchase rights
(the "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"), pursuant to the Company's offer to
purchase up to 2,000,000 Shares at a price per Share hereinafter set forth, net
to the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated February 11, 1998 (the "Offer to Purchase"), receipt
of which is hereby acknowledged, and in this Letter of Transmittal (which
together constitute the "Offer"). The Company reserves the right to transfer or
assign, in whole or from time to time in part, to one or more of its affiliates
the right to purchase Shares tendered pursuant to the Offer.
Subject to and effective upon acceptance for payment of and payment for the
Shares tendered herewith, the undersigned hereby sells, assigns and transfers to
or upon the order of the Company all right, title and interest in and to all the
Shares that are being tendered hereby (and any and all other Shares or other
securities issued or issuable in respect thereof on or after February 11, 1998
(collectively, "Distributions")) and appoints the Depositary the true and lawful
agent and attorney-in-fact of the undersigned with respect to such Shares and
all Distributions, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to
(a) deliver certificates for such Shares and all Distributions or transfer
ownership of such Shares and all Distributions on the account books maintained
by the Book-Entry Transfer Facility, together, in any such case, with all
accompanying evidences of transfer and authenticity, to or upon the order of the
Company,
(b) present certificates for such Shares and all Distributions for
cancellation and transfer on the books of the Company, and
(c) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares and all Distributions, all in accordance with the terms
of the Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby and all Distributions and that, when and to the extent the same
are accepted for payment by the Company, the Company will acquire good,
marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges, encumbrances, conditional sales agreements or other
obligations relating to the sale or transfer thereof, and the same will not be
subject to any adverse claims. The undersigned will, upon request, execute and
deliver any additional documents deemed by the Depositary or the Company to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered hereby and all Distributions.
All authority herein conferred or agreed to be conferred shall not be
affected by and shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned. Except as
stated in the Offer, this tender is irrevocable.
The undersigned understands that the Company will determine a single per
Share price (not greater than $52.00 nor less than $45.50 per Share) (the
"Purchase Price") that it will pay for Shares validly tendered and not withdrawn
pursuant to the Offer taking into account the number of Shares so tendered and
the prices specified by tendering stockholders. The undersigned understands that
the Company will select the lowest Purchase Price that will allow it to purchase
2,000,000 Shares (or such lesser number of Shares as are validly tendered and
not withdrawn at prices not greater than $52.00 nor less than $45.50 per Share)
pursuant to the Offer. The undersigned understands that tenders of Shares
pursuant to any one of the procedures described in Section 2 or 3 of the Offer
to Purchase and in the instructions hereto will constitute an agreement between
the undersigned and the Company upon the terms and subject to the conditions of
the Offer. The undersigned also understands that unless the Rights are redeemed
or become separately transferable in accordance with their terms, by tendering
Shares the undersigned will also be tendering the associated Rights and that no
separate consideration will be paid for such Rights.
3
<PAGE> 4
Unless otherwise indicated under "Special Payment Instructions", please
issue the check for the Purchase Price of any Shares purchased (less the amount
of any federal income or backup withholding tax required to be withheld) and
return any Shares not tendered or not purchased, in the name(s) of the
undersigned (and, in the case of Shares tendered by book-entry transfer, by
credit to the account at the Book-Entry Transfer Facility). Similarly, unless
otherwise indicated under "Special Delivery Instructions", please mail the check
for the Purchase Price of any Shares purchased (less the amount of any federal
income or backup withholding tax required to be withheld) and any certificates
for Shares not tendered or not purchased (and accompanying documents, as
appropriate) to the undersigned at the address shown below the undersigned's
signature(s). In the event that both "Special Payment Instructions" and "Special
Delivery Instructions" are completed, please issue the check for the Purchase
Price of any Shares purchased (less the amount of any federal income or backup
withholding tax required to be withheld) and return any Shares not tendered or
not purchased in the name(s) of, and mail said check and any certificates to,
the person(s) so indicated. The undersigned recognizes that the Company has no
obligation, pursuant to the "Special Payment Instructions", to transfer any
Shares from the name of the registered holder(s) thereof if the Company does not
accept for payment any of the Shares so tendered.
4
<PAGE> 5
PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED
(SEE INSTRUCTION 5)
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED, OR IF
NO BOX IS CHECKED, THERE IS NO VALID
TENDER OF SHARES.
---------------------
SHARES TENDERED AT PRICE DETERMINED BY DUTCH AUCTION
[ ] The undersigned wants to maximize the chance of having The Liberty
Corporation purchase all the Shares the undersigned is tendering (subject to
the possibility of proration). Accordingly, by checking this ONE box INSTEAD
OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders Shares and
is willing to accept the Purchase Price resulting from the Dutch auction
tender process. This action will result in receiving a price per Share of as
low as $45.50 or as high as $52.00.
--------------------- OR
SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER
By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the
undersigned hereby tenders Shares at the price checked. This action could result
in none of the Shares being purchased if the Purchase Price for the Shares is
less than the price checked. A stockholder who desires to tender Shares at more
than one price must complete a separate Letter of Transmittal for each price at
which Shares are tendered. The same Shares cannot be tendered at more than one
price.
Price (in dollars) per Share at which Shares are being tendered:
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
$45.500 [ ] $46.000 [ ] $47.000 [ ] $48.000 [ ] $49.000 [ ] $50.000 [ ] $51.000 [ ] $52.000 [ ]
$45.750 [ ] $46.125 [ ] $47.125 [ ] $48.125 [ ] $49.125 [ ] $50.125 [ ] $51.125 [ ]
$45.625 [ ] $46.250 [ ] $47.250 [ ] $48.250 [ ] $49.250 [ ] $50.250 [ ] $51.250 [ ]
$45.875 [ ] $46.375 [ ] $47.375 [ ] $48.375 [ ] $49.375 [ ] $50.375 [ ] $51.375 [ ]
$46.500 [ ] $47.500 [ ] $48.500 [ ] $49.500 [ ] $50.500 [ ] $51.500 [ ]
$46.625 [ ] $47.625 [ ] $48.625 [ ] $49.625 [ ] $50.625 [ ] $51.625 [ ]
$46.750 [ ] $47.750 [ ] $48.750 [ ] $49.750 [ ] $50.750 [ ] $51.750 [ ]
$46.875 [ ] $47.875 [ ] $48.875 [ ] $49.875 [ ] $50.875 [ ] $51.875 [ ]
</TABLE>
5
<PAGE> 6
---------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 6, 7 AND 8)
---------------------------------------------------------
To be completed ONLY if the check for the Purchase Price of Shares
purchased (less the amount of any federal income and backup withholding tax
required to be withheld) or certificates for Shares not tendered or not
purchased are to be issued in the name of someone other than the undersigned.
Issue [ ] check
[ ] certificates to:
Name
--------------------------------------------------------------------
(PLEASE PRINT)
Address
--------------------------------------------------------------------
- ---------------------------------------------------------------------
(ZIP CODE)
- ---------------------------------------------------------------------
(TAXPAYER IDENTIFICATION NO.)
- ---------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
----------------------------------------------------------
To be completed ONLY if the check for the Purchase Price of Shares
purchased (less the amount of any federal income and backup withholding tax
required to be withheld) or certificates for Shares not tendered or not
purchased are to be mailed to someone other than the undersigned or to the
undersigned at an address other than that shown below the undersigned's
signature(s).
Mail [ ] check
[ ] certificates to:
Name
----------------------------------------------------------------------
(PLEASE PRINT)
Address
----------------------------------------------------------------------
----------------------------------------------------------------------
(ZIP CODE)
----------------------------------------------------------------------
----------------------------------------------------------------------
ODD LOTS
(SEE INSTRUCTION 10)
---------------------------------------------------------
This section is to be completed ONLY if Shares are being tendered by or
on behalf of a person owning beneficially as of the close of business on
February 10, 1998 an aggregate of fewer than 100 Shares.
The undersigned either (check one box):
[ ] was the beneficial owner as of the close of business on February 10, 1998
of an aggregate of fewer than 100 Shares (including any Shares acquired
pursuant to the Company's Performance Incentive Compensation Program), all
of which are being tendered, or
[ ] is a broker, dealer, commercial bank, trust company or other nominee that
(i) is tendering, for the beneficial owners thereof, Shares with respect
to which it is the record owner, and (ii) believes, based upon
representations made to it by each such beneficial owner, that such
beneficial owner owned beneficially as of the close of business on
February 10, 1998 an aggregate of fewer than 100 Shares (including any
Shares acquired pursuant to the Company's Performance Incentive
Compensation Program) and is tendering all of such Shares.
---------------------------------------------------------
---------------------------------------------------------
CONDITIONAL TENDERS
(SEE INSTRUCTION 9)
---------------------------------------------------------
A tendering stockholder may condition the tender of Shares upon the
purchase by the Company of a specified minimum number of the Shares tendered
hereby, all as described in the Offer to Purchase, particularly in Section 6
thereof. Unless at least such minimum number of Shares is purchased by the
Company pursuant to the terms of the Offer, none of the Shares tendered hereby
will be purchased. It is the tendering stockholder's responsibility to
calculate and appropriately indicate such minimum number of Shares, and each
stockholder is urged to consult a tax advisor. Unless this box has been
completed and a minimum number specified, the tender will be deemed
unconditional.
Minimum number of Shares that must be purchased, if any are purchased.
Shares
-----------------------
---------------------------------------------------------
6
<PAGE> 7
SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON REVERSE SIDE)
- --------------------------------------------------------------------------------
SIGNATURE(S) OF OWNERS
Name(s)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title)
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Day Time
Telephone Number
- --------------------------------------------------------------------------------
Dated
- --------------------------------------------------------------------------------
Must be signed by registered holder(s) exactly as name(s) appear(s) on
stock certificate(s) or on a security position listing or by the person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title and see
Instruction 6.
GUARANTEE OF SIGNATURE(S), IF REQUIRED
(SEE INSTRUCTIONS 1 AND 6)
Name of Firm
- --------------------------------------------------------------------------------
Authorized Signature
- --------------------------------------------------------------------------------
Dated
- --------------------------------------------------------------------------------
7
<PAGE> 8
PAYER'S NAME: WACHOVIA BANK, N.A.
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------
PART I -- TAXPAYER IDENTIFICATION NO. -- FOR ALL PART II -- FOR PAYEES EXEMPT
SUBSTITUTE ACCOUNTS FROM BACKUP WITHHOLDING (SEE
FORMW-9 ENCLOSED GUIDELINES)
----------------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY ENTER YOUR TAXPAYER IDENTIFICATION NUMBER IN THE
INTERNAL REVENUE SERVICE APPROPRIATE BOX. FOR MOST INDIVIDUALS AND SOLE SOCIAL SECURITY NUMBER
PROPRIETORS, THIS IS YOUR SOCIAL SECURITY NUMBER.
FOR OTHER ENTITIES, IT IS YOUR EMPLOYER OR
IDENTIFICATION NUMBER. IF YOU DO NOT HAVE A NUMBER,
SEE "HOW TO OBTAIN A TIN" IN THE ENCLOSED GUIDELINES EMPLOYEE IDENTIFICATION NUMBER
NOTE: IF THE ACCOUNT IS IN MORE THAN ONE NAME, SEE
THE CHART ON PAGE 2 OF THE ENCLOSED GUIDELINES TO
DETERMINE WHAT NUMBER TO ENTER.
----------------------------------------------------------------------------------------
PAYER'S REQUEST FOR CERTIFICATION -- UNDER PENALTIES OF PERJURY, I CERTIFY
TAXPAYER IDENTIFICATION THAT:
NO. (1) THE NUMBER SHOWN ON THIS FORM IS MY CORRECT TAXPAYER
IDENTIFICATION NUMBER (OR I AM WAITING FOR A NUMBER TO
BE ISSUED TO ME) AND EITHER (A) I HAVE MAILED OR
DELIVERED AN APPLICATION TO RECEIVE A TAXPAYER
IDENTIFICATION NUMBER TO THE APPROPRIATE INTERNAL
REVENUE SERVICE CENTER OR SOCIAL SECURITY
ADMINISTRATION OFFICE OR (B) I INTEND TO MAIL OR
DELIVER AN APPLICATION IN THE NEAR FUTURE. I UNDERSTAND
THAT IF I DO NOT PROVIDE A TAXPAYER IDENTIFICATION
NUMBER WITHIN (60) DAYS, 31% OF ALL REPORTABLE PAYMENTS
MADE TO ME THEREAFTER WILL BE WITHHELD UNTIL I PROVIDE
A NUMBER;
(2) I AM NOT SUBJECT TO BACKUP WITHHOLDING BECAUSE (A) I
AM EXEMPT FROM BACKUP WITHHOLDING, OR (B) I HAVE NOT
BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICE ("IRS")
THAT I AM SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF
FAILURE TO REPORT ALL INTEREST OR DIVIDENDS, OR (C) THE
IRS HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT TO
BACKUP WITHHOLDING; AND
(3) ANY INFORMATION PROVIDED ON THIS FORM IS TRUE AND
CORRECT AND COMPLETE.
SIGNATURE __________ DATE __________
- -----------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
8
<PAGE> 9
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a firm that is a
member of a registered national securities exchange or the National Association
of Securities Dealers, Inc., or by a commercial bank or trust company having an
office, branch or agency in the United States, in each case which is a
participant in an approved signature Guarantee Medallion Program (an "Eligible
Institution"). Signatures on this Letter of Transmittal need not be guaranteed
if (a) this Letter of Transmittal is signed by the registered holder(s) of the
Shares (which term, for purposes of this document, shall include any participant
in the Book-Entry Transfer Facility whose name appears on a security position
listing as the owner of Shares) tendered herewith and such holder(s) has not
completed the box entitled "Special Payment Instructions" or "Special Delivery
Instructions" on this Letter of Transmittal or (b) such Shares are tendered for
the account of an Eligible Institution. See Instruction 6.
2. Delivery of Letter of Transmittal and Shares. This Letter of
Transmittal is to be used either if certificates are to be forwarded herewith
or, unless an Agent's Message (as defined in the Offer to Purchase) is used, if
delivery of Shares is to be made by book-entry transfer pursuant to the
procedures set forth in Section 3 of the Offer to Purchase. Certificates for all
physically delivered Shares, or a confirmation of a book-entry transfer of all
Shares delivered electronically into the Depositary's account at the Book-Entry
Transfer Facility, as well as a properly completed and duly executed Letter of
Transmittal and any other documents required by this Letter of Transmittal, must
be received by the Depositary at one of its addresses set forth on the front
page of this Letter of Transmittal by the Expiration Date (as defined in the
Offer to Purchase). Stockholders who cannot deliver their Shares and all other
required documents to the Depositary prior to the Expiration Date must tender
their Shares pursuant to the guaranteed delivery procedure set forth in Section
3 of the Offer to Purchase. Pursuant to such procedure: (a) such tender must be
made by or through an Eligible Institution, (b) a properly completed and duly
executed Notice of Guaranteed Delivery substantially in the form provided by the
Company must be received by the Depositary prior to the Expiration Date and (c)
the certificates for such Shares (or a confirmation of a book-entry transfer of
such Shares into the Depositary's account at the Book-Entry Transfer Facility)
together with a properly completed and duly executed Letter of Transmittal (or,
in the case of a book-entry delivery, an Agent's Message) and any other
documents required by this Letter of Transmittal, must be received by the
Depositary no later than 5:00 p.m., New York City time, within three New York
Stock Exchange trading days after the date of execution of such Notice of
Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE
OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF CERTIFICATES FOR SHARES ARE
SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED,
IS RECOMMENDED.
Except as specifically permitted by Section 6 of the Offer to Purchase, no
alternative, conditional or contingent tenders will be accepted. Fractional
Shares will be purchased unless proration of tendered Shares is required. See
Section 1 of the Offer to Purchase. By executing this Letter of Transmittal, the
tendering stockholder waives any right to receive any notice of the acceptance
for payment of the Shares.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and the number of Shares should be listed on a separate
schedule attached hereto.
4. Partial Tenders (not applicable to stockholders who tender by book-entry
transfer.) If fewer than all the Shares represented by any certificate
delivered to the Depositary are to be tendered, fill in the number of Shares
which are to be tendered in the box entitled "Number of Shares Tendered". If
such Shares are purchased, a new certificate for the remainder of the Shares
represented by the old certificate will be sent to the person(s) signing this
Letter of Transmittal, unless otherwise provided in the appropriate box on this
Letter of Transmittal, as promptly as practicable following the expiration or
termination of the Offer. All Shares represented by certificates delivered to
the Depositary will be deemed to have been tendered unless otherwise indicated.
9
<PAGE> 10
5. Indication of Price at Which Shares Are Being Tendered. For Shares to
be validly tendered by this Letter of Transmittal, the stockholder must either:
(a) check the box under "Shares Tendered at Price Determined by Dutch
Auction"; OR
(b) check the box indicating the price per Share at which the
stockholder is tendering Shares under "Shares Tendered at Price Determined
by Stockholder".
By checking the box under "Shares Tendered at Price Determined by Dutch
Auction" you agree to accept the Purchase Price resulting from the Dutch auction
tender process, which may be as low as $45.50 or as high as $52.00 per Share. By
checking a box under "Shares Tendered at Price Determined by Stockholder", you
acknowledge that doing so could result in none of the Shares being purchased if
the Purchase Price for the Shares is less than the price checked.
Only one box may be checked. If more than one box is checked or if no box
is checked, there is no valid tender of Shares. A stockholder wishing to tender
portions of Share holdings at different prices must complete a separate Letter
of Transmittal for each price at which such stockholder wishes to tender each
such portion of such stockholder's Shares. The same Shares cannot be tendered
(unless previously validly withdrawn as provided in Section 4 of the Offer to
Purchase) at more than one price.
6. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the certificates without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby are held of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in different names on
different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of certificates or separate stock powers
are required unless payment of the Purchase Price is to be made, or Shares not
tendered or not purchased are to be returned, in the name of any person other
than the registered holder(s). Signatures on any such certificates or stock
powers must be medallion guaranteed by an Eligible Institution. See Instruction
1.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, certificates must be
endorsed or accompanied by appropriate stock powers, in either case, signed
exactly as the name(s) of the registered holder(s) appear(s) on the certificates
for such Shares. Signature(s) on any such certificates or stock powers must be
medallion guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal or any certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Company of the authority of such person so to act must be submitted.
7. Stock Transfer Taxes. The Company will pay or cause to be paid any
stock transfer taxes with respect to the sale and transfer of any Shares to it
or its order pursuant to the Offer. If, however, payment of the Purchase Price
is to be made to, or Shares not tendered or not purchased are to be registered
in the name of, any person other than the registered holder(s), or if tendered
Shares are registered in the name of any person other than the person(s) signing
this Letter of Transmittal, the amount of any stock transfer taxes (whether
imposed on the registered holder(s), such other person or otherwise) payable on
account of the transfer to such person will be deducted from the Purchase Price
unless satisfactory evidence of the payment of such taxes, or exemption
therefrom, is submitted. See Section 5 of the Offer to Purchase. EXCEPT AS
PROVIDED IN THIS INSTRUCTION 7, IT WILL NOT BE NECESSARY TO AFFIX TRANSFER TAX
STAMPS TO THE CERTIFICATES REPRESENTING SHARES TENDERED HEREBY.
10
<PAGE> 11
8. Special Payment and Delivery Instructions. If the check for the
Purchase Price of any Shares purchased is to be issued, or any Shares not
tendered or not purchased are to be returned, in the name of a person other than
the person(s) signing this Letter of Transmittal or if the check or any
certificates for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to the
person(s) signing this Letter of Transmittal at an address other than that shown
above, then the boxes captioned "Description of Shares Tendered" and "Special
Delivery Instructions" on this Letter of Transmittal should be completed.
Stockholders tendering Shares by book-entry transfer will have any Shares not
accepted for payment returned by crediting the account maintained by such
stockholder at the Book-Entry Transfer Facility.
9. Conditional Tenders. As described in Section 6 of the Offer to
Purchase, a stockholder may tender Shares subject to the condition that a
specified minimum number of such stockholder's Shares tendered must be purchased
if any such Shares so tendered are purchased. Under certain circumstances and
subject to the exceptions set forth in Section 1, the Company may prorate the
number of Shares purchased pursuant to the Offer. In such a case, the Depositary
will perform a preliminary proration, and any Shares tendered at or below the
Purchase Price pursuant to a conditional tender for which the condition was not
satisfied will automatically be regarded as withdrawn, subject to reinstatement
if such conditionally tendered Shares are subsequently selected by lot for
purchase subject to Section 6 of the Offer to Purchase. If conditional tenders
would otherwise be so regarded as withdrawn and would cause the total number of
Shares to be purchased to fall below 2,000,000, then, to the extent feasible,
the Company will select enough of such conditional tenders that would otherwise
have been so withdrawn to permit the Company to purchase 2,000,000 Shares. In
selecting among such conditional tenders, the Company will select by lot and
will limit its purchase in each case to the designated minimum number of Shares
to be purchased.
All tendered Shares will be deemed unconditionally tendered unless the
"Conditional Tenders" box is completed. As discussed in Section 14 of the Offer
to Purchase, the number of Shares to be purchased from a particular stockholder
may affect the tax treatment of such purchase to such stockholder and such
stockholder's decision whether to tender. EACH STOCKHOLDER IS URGED TO CONSULT
WITH HIS OR HER OWN TAX ADVISOR.
Odd Lot Shares, which will not be subject to proration, cannot be
conditionally tendered. Any tendering stockholder wishing to make a conditional
tender must calculate and appropriately indicate such minimum number of Shares.
10. Odd Lots. As described in Section 1 of the Offer to Purchase, if fewer
than all Shares validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date are to be purchased, the Shares purchased
first will consist of all Shares tendered by any stockholder who owned
beneficially an aggregate of fewer than 100 Shares (including Shares held in the
Company's Performance Incentive Compensation Program) as of the close of
business on February 10, 1998 who validly tendered all such Shares at or below
the Purchase Price (partial tenders will not qualify for this preference) and
completes the box captioned "Odd Lots" in this Letter of Transmittal and, if
applicable, in the Notice of Guaranteed Delivery.
11. Federal Income Tax Withholding. To prevent the possible application of
backup federal income tax withholding of 31% of the gross proceeds payable to a
stockholder, each tendering stockholder must provide the Depositary with such
stockholder's correct taxpayer identification number (generally, in the case of
an individual, his or her social security number) by completing the Substitute
Form W-9 set forth above. If the Depositary is not provided with the correct
taxpayer identification number, the stockholder may be subject to a $500 penalty
imposed by the IRS and payments that are made to such stockholder pursuant to
the Offer may be subject to backup withholding. Certain stockholders (including,
among others, all corporations and certain foreign individuals) are not subject
to these backup withholding and reporting requirements. In order for a foreign
individual to qualify as an exempt recipient, such stockholder must submit a
statement, signed under penalties of perjury, attesting to that individual's
exempt status. Such statements can be obtained from the Depositary. For further
information concerning backup withholding and instructions for completing the
Substitute Form W-9 (including how to obtain a taxpayer identification number if
you do not have one and how to complete the Substitute Form W-9 if Shares are
held in more than one name), consult the enclosed Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9.
11
<PAGE> 12
Failure to complete the Substitute Form W-9 will not, by itself, cause
Shares to be deemed invalidly tendered, but may require the Depositary to
withhold 31% of the amount of any payments made pursuant to the Offer. Backup
withholding is not an additional federal income tax. Rather, the federal income
tax liability of a person subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained.
The Company will withhold federal income tax at a rate of 30% from gross
proceeds payable pursuant to the Offer to a foreign stockholder or his agent,
unless the Company determines that a reduced rate of withholding is applicable
pursuant to a tax treaty or that an exemption from withholding is applicable
because such gross proceeds payable are effectively connected with the conduct
of a trade or business within the United States. For this purpose, a foreign
stockholder is any stockholder that is not (i) a citizen or resident of the
United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States, (iii) an estate the income
of which is subject to United States federal income taxation regardless of
source or (iv) a trust which has one or more United States fiduciaries with the
authority to control all substantial decisions and over whose administration a
United States Court has the power to exercise primary supervision. The Company
will determine the applicable rate of withholding by reference to a
stockholder's address, unless the facts and circumstances indicate such reliance
is not warranted or if applicable law (for example, a tax treaty or Treasury
regulations thereunder) requires some other method for determining a
stockholder's residence. A foreign stockholder may be eligible to file for a
refund of such tax or a portion of such tax if such stockholder meets one of the
tests described in Section 14 of the Offer to Purchase or if such stockholder is
entitled to a reduced rate of withholding pursuant to a treaty and the Company
withheld at a higher rate. In order to claim an exemption from withholding on
the grounds that gross proceeds paid pursuant to the Offer are effectively
connected with the conduct of a trade or business within the United States, a
foreign stockholder must deliver to the Depositary a properly executed Form 4224
claiming exemption. Such Forms can be obtained from the Depositary. FOREIGN
STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE
APPLICATION OF FEDERAL INCOME TAX WITHHOLDING, INCLUDING ELIGIBILITY FOR A
WITHHOLDING TAX REDUCTION OR EXEMPTION AND THE REFUND PROCEDURE.
12. Requests for Assistance or Additional Copies. Any questions or
requests for assistance may be directed to the Information Agent or the Dealer
Managers at their respective addresses or telephone numbers set forth below.
Requests for additional copies of the Offer to Purchase, this Letter of
Transmittal or other tender offer materials may also be directed to the
Information Agent or the Dealer Managers and such copies will be furnished
promptly at the Company's expense. Stockholders may also contact their local
broker, dealer, commercial bank or trust company for assistance concerning the
Offer.
13. Irregularities. All questions as to the Purchase Price, the form of
documents and the validity, eligibility (including time of receipt) and
acceptance of any tender of Shares will be determined by the Company, in its
sole discretion, and its determination shall be final and binding. The Company
reserves the absolute right to reject any or all tenders of Shares that it
determines are not in proper form or the acceptance for payment of or payment
for Shares that may, in the opinion of the Company's counsel, be unlawful. The
Company also reserves the absolute right to waive any of the conditions to the
Offer or any defect or irregularity in any tender of Shares and the Company's
interpretation of the terms and conditions of the Offer (including these
instructions) shall be final and binding. Unless waived, any defects or
irregularities in connection with tenders must be cured within such time as the
Company shall determine. None of the Company, the Dealer Managers, the
Depositary, the Information Agent or any other person shall be under any duty to
give notice of any defect or irregularity in tenders, nor shall any of them
incur any liability for failure to give any such notice. Tenders will not be
deemed to have been made until all defects and irregularities have been cured or
waived.
14. Lost or Destroyed Certificate(s). If any Share certificate has been
lost, stolen or destroyed, immediately notify the Depositary in writing. Your
letter should be forwarded along with your properly completed Letter of
Transmittal, all other required documentation and any Share certificates you may
have in your possession. Once written notification of the loss is received by
the Depositary an affidavit of loss and indemnity agreement, along with
instructions which include the cost of replacing the certificate, will be sent
to the shareholder. The tender of Shares cannot be processed until any missing
Share certificates have been replaced.
12
<PAGE> 13
THE INFORMATION AGENT IS:
D. F. KING & CO., INC.
77 Water Street
New York, New York 10005
TOLL FREE 1-800-290-6427
OR
CALL COLLECT: (212) 269-5550
THE DEALER MANAGERS FOR THE OFFER ARE:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
IN NEW YORK STATE: (212) 902-1000 (COLLECT)
OTHER AREAS: (800) 323-5678 (TOLL-FREE)
<PAGE> 14
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. -- Social Security numbers have nine digits separated by two hyphens:
i.e. 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e. 00-0000000. The table below will help determine the number
to give the payer.
------------------------------------------------------------------
<TABLE>
<S> <C> <C>
FOR THIS TYPE OF ACCOUNT: GIVE THE SOCIAL SECURITY
NUMBER OF --
- --------------------------------------------------------------
1. An individual's account The individual
2. Two or more individuals The actual owner of the
(joint account) account or, if combined
funds, the first individual
on the account(1)
3. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
4. a. The usual revocable The grantor-trustee(1)
savings trust account
(grantor is also
trustee) The actual owner(1)
b. So-called trust
account that is not a
legal or valid trust
under State law
- --------------------------------------------------------------
GIVE THE EMPLOYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION NUMBER OF --
- --------------------------------------------------------------
5. Sole proprietorship The owner(3)
account
6. A valid trust, estate, or The legal entity.(4)
pension trust
7. Corporate account The corporation
8. Religious, charitable, or The organization
educational organization
account
9. Partnership The partnership
10. Association, club or The organization
other tax-exempt
organization
11. A broker or registered The broker or nominee
nominee
12. Account with the Depart- The public entity
ment of Agriculture in
the name of a public
entity (such as a State
or local government,
school district, or
prison) that receives
agricultural program
payments
</TABLE>
- ------------------------------------------------------------------
------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a Social Security number, that
person's number must be furnished.
(2) Circle the minor's name and furnish the minor's Social Security number.
(3) Show the name of the owner. You may also enter your business or "doing
business as" name. You may use either your Social Security number or
employer identification number (if you have one).
(4) List first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the TIN of the personal representative or trustee unless the
legal entity itself is not designated in the account title.)
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE> 15
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
- - An organization exempt from tax under section 501(a), or an individual
retirement plan.
- - The United States, or any agency or instrumentality thereof.
- - A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.
- - A foreign government, a political subdivision of a foreign government, or any
agency or instrumentality thereof.
- - An international organization or any agency, or instrumentality thereof.
Other payees that may be exempt from backup withholding include:
- - A corporation.
- - A financial institution.
- - A registered dealer in securities or commodities registered in the U.S., or a
possession of the U.S.
- - A real estate investment trust.
- - A common trust fund operated by a bank under section 584(a).
- - A trust exempt from tax under Section 664 or described in section 4947.
- - An entity registered at all time under the Investment Company Act of 1940.
- - A foreign central bank of issue.
- - A nominee.
- - A Futures commission merchant registered with the Commodity Futures Trading
Commission.
Payments of interest not generally subject to backup withholding include the
following:
- - Payments of interest on obligations issued by individuals.
NOTE: You may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payer's trade or business and you have
not provided your correct taxpayer identification number to the payer.
- - Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- - Payments described in section 6049(b)(5) to non-resident aliens.
- - Payments on tax-free covenant bonds under section 1451.
- - Payments made by certain foreign organizations.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE EXEMPT ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
Certain payments, other than interest, dividends, and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045 and 6050A.
PRIVACY ACT NOTICE. -- Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payers must be given the numbers whether or not
recipients are required to file tax returns. Payers must generally withhold 31%
of taxable interest, dividends, and certain other payments to a payee who does
not furnish a taxpayer identification number to a payer. Certain penalties may
also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
<PAGE> 1
Exhibit (a)(3)
THE LIBERTY CORPORATION
NOTICE OF GUARANTEED DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
OFFER TO PURCHASE FOR CASH UP TO 2,000,000 SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
PURSUANT TO THE OFFER TO PURCHASE DATED FEBRUARY 11, 1998
The attached form, or a form substantially equivalent to the attached form,
must be used to accept the Offer (as defined below) if certificates for shares
of Common Stock of The Liberty Corporation and all other documents required by
the Letter of Transmittal cannot be delivered to the Depositary prior to the
Expiration Date (as defined in Section 1 of the Offer to Purchase dated February
11, 1998 (the "Offer to Purchase")) or the procedure for book-entry transfer
cannot be complied with in a timely manner. Such form may be delivered by hand
or transmitted by mail or facsimile to the Depositary. See Section 3 of the
Offer to Purchase.
TO: WACHOVIA BANK, N.A., DEPOSITARY
For information, telephone
(800) 633-4236
<TABLE>
<S> <C> <C>
Delivering by Registered Mail Personally Delivering Delivering by Overnight Courier
Wachovia Bank, N.A. -- Depositary Wachovia Bank, N.A. -- Depositary Wachovia Bank, N.A. -- Depositary
Corporate Reorganizations Shareholder Services Department Corporate Reorganizations
P.O. Box 9061 Wachovia East Building, 2nd Floor 70 Campanelli Drive
Boston, MA 02205 301 North Church Street Braintree, MA 02184
Winston-Salem, NC 27101
Delivering by Facsimile Transmission New York Drop
Facsimile: (781) 794-6333 Wachovia Bank, N.A. -- Depositary
Confirm by telephone: (781) 794-6388 c/o Boston EquiServe L.P.
Corporate Reorganizations, 3rd Floor
55 Broadway
New York, NY 10006
</TABLE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN
THOSE SHOWN ABOVE OR TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE NUMBER OTHER
THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to The Liberty Corporation, a South Carolina
corporation (the Company), upon the terms and subject to the conditions set
forth in the Offer to Purchase dated February 11, 1998 and the related Letter of
Transmittal (which together constitute the Offer), receipt of which is hereby
acknowledged, the following number of shares of Common Stock of the Company, no
par value (such shares together with the associated preferred stock purchase
rights (the 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
herein referred to as the Shares), of the Company, pursuant to the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase.
NUMBER OF SHARES BEING TENDERED HEREBY:
----------
<PAGE> 2
PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED
---------------------
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED, OR IF
NO BOX IS CHECKED, THERE IS NO VALID
TENDER OF SHARES.
---------------------
SHARES TENDERED AT PRICE DETERMINED BY DUTCH AUCTION
[ ] The undersigned wants to maximize the chance of having The Liberty
Corporation purchase all the Shares the undersigned is tendering (subject to
the possibility of proration). Accordingly, by checking this ONE box INSTEAD
OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders Shares and
is willing to accept the Purchase Price resulting from the Dutch auction
tender process. This action will result in receiving a price per Share of as
low as $45.50 or as high as $52.00.
----------------------- OR
SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER
By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the
undersigned hereby tenders Shares at the price checked. This action could result
in none of the Shares being purchased if the Purchase Price for the Shares is
less than the price checked. A stockholder who desires to tender Shares at more
than one price must complete a separate Notice of Guaranteed Delivery for each
price at which Shares are tendered. The same Shares cannot be tendered at more
than one price.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
$45.500 [ ] $46.000 [ ] $47.000 [ ] $48.000 [ ] $49.000 [ ] $50.000 [ ] $51.000 [ ] $52.000 [ ]
$45.625 [ ] $46.125 [ ] $47.125 [ ] $48.125 [ ] $49.125 [ ] $50.125 [ ] $51.125 [ ]
$45.750 [ ] $46.250 [ ] $47.250 [ ] $48.250 [ ] $49.250 [ ] $50.250 [ ] $51.250 [ ]
$45.875 [ ] $46.375 [ ] $47.375 [ ] $48.375 [ ] $49.375 [ ] $50.375 [ ] $51.375 [ ]
$46.500 [ ] $47.500 [ ] $48.500 [ ] $49.500 [ ] $50.500 [ ] $51.500 [ ]
$46.625 [ ] $47.625 [ ] $48.625 [ ] $49.625 [ ] $50.625 [ ] $51.625 [ ]
$46.750 [ ] $47.750 [ ] $48.750 [ ] $49.750 [ ] $50.750 [ ] $51.750 [ ]
$46.875 [ ] $47.875 [ ] $48.875 [ ] $49.875 [ ] $50.875 [ ] $51.875 [ ]
</TABLE>
2
<PAGE> 3
- --------------------------------------------------------------------------------
CONDITIONAL TENDERS
(SEE INSTRUCTION 9 OF THE LETTER OF TRANSMITTAL)
A tendering stockholder may condition the tender of Shares upon the
purchase by the Company of a specified minimum number of the Shares
tendered hereby, all as described in the Offer to Purchase, particularly
in Section 6 thereof. Unless at least such minimum number of Shares is
purchased by the Company pursuant to the terms of the Offer, none of the
Shares tendered hereby will be purchased. It is the tendering stockholders
responsibility to calculate and appropriately indicate such minimum number
of Shares, and each stockholder is urged to consult a tax advisor. Unless
this box has been completed and a minimum number specified, the tender
will be deemed unconditional.
Minimum number of Shares that must be purchased, if any are
purchased: ____ Shares
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ODD LOTS
(SEE INSTRUCTION 10 OF THE LETTER OF TRANSMITTAL)
The undersigned either (check one box):
[ ] was the beneficial owner as of the close of business on February 10,
1998 of an aggregate of fewer than 100 Shares (including any Shares
acquired pursuant to the Company's Performance Incentive Compensation
Program), all of which are being tendered, or
[ ] is a broker, dealer, commercial bank, trust company or other nominee
that (i) is tendering, for the beneficial owners thereof, Shares with
respect to which it is the record owner, and (ii) believes, based
upon representations made to it by each such beneficial owner that
such beneficial owner owned beneficially as of the close of business
on February 10, 1998 an aggregate of fewer than 100 Shares (including
any Shares acquired pursuant to the Company's Performance Incentive
Compensation Program) and is tendering all of such Shares.
- --------------------------------------------------------------------------------
3
<PAGE> 4
Certificate Nos. (if available)
- ------------------------------------------------
- ------------------------------------------------
If Shares will be tendered by book-entry transfer:
Name of Tendering
Institution:
- ------------------------------------------------
- ------------------------------------------------
Account No. at
- ---------------------------------------------
The Depository Trust Company
SIGN HERE
- ------------------------------------------------
- ------------------------------------------------
(Signature(s))
- ------------------------------------------------
(Name(s)) (Please Print)
- ------------------------------------------------
(Address)
- ------------------------------------------------
(Zip Code)
- ------------------------------------------------
(Area Code and Telephone No.)
4
<PAGE> 5
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm that is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc., or
a commercial bank or trust company having an office, branch or agency in the
United States, guarantees (a) that the above named person(s) own(s) the Shares
tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange
Act of 1934, as amended, (b) that such tender of Shares complies with Rule 14e-4
and (c) to deliver to the Depositary the Shares tendered hereby, together with a
properly completed and duly executed Letter(s) of Transmittal, unless an Agent's
Message (as defined in the Offer to Purchase) is utilized in the case of a
book-entry transfer, and any other required documents, all within three New York
Stock Exchange, Inc. trading days of the date hereof.
<TABLE>
<S> <C>
---------------------------------------------------
(Name of Firm)
---------------------------------------------------
(Authorized Signature)
---------------------------------------------------
(Name)
---------------------------------------------------
(Address)
---------------------------------------------------
(Zip Code)
Dated: --------------------------------------------- ---------------------------------------------------
(Area Code and Telephone No.)
</TABLE>
DO NOT SEND STOCK CERTIFICATES WITH THIS FORM. YOUR STOCK CERTIFICATES
MUST BE SENT WITH THE LETTER OF TRANSMITTAL.
5
<PAGE> 1
Exhibit (a)(4)
THE LIBERTY CORPORATION
OFFER TO PURCHASE FOR CASH
UP TO 2,000,000 SHARES OF ITS COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
- --------------------------------------------------------------------------------
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS
WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME,
ON WEDNESDAY, MARCH 11, 1998, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
To Brokers, Dealers, Commercial February 11, 1998
Banks, Trust Companies and
Other Nominees:
We have been appointed by The Liberty Corporation, a South Carolina
corporation (the "Company"), to act as Dealer Managers in connection with 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
(the "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
Company's Offer to Purchase dated February 11, 1998 (the "Offer to Purchase")
and the related Letter of Transmittal (which together constitute the "Offer").
The Company will determine a single per Share price (not greater than
$52.00 nor less than $45.50 per Share) that it will pay for the Shares validly
tendered pursuant to the Offer and not withdrawn (the "Purchase Price"), taking
into account the number of Shares so tendered and the prices specified by
tendering stockholders. The Company will select the lowest Purchase Price that
will allow it to purchase 2,000,000 Shares (or such lesser number as are validly
tendered and not withdrawn at prices not greater than $52.00 nor less than
$45.50 per Share) pursuant to the Offer. Upon the terms and subject to the
conditions of the Offer, including the provisions thereof relating to proration
and conditional tenders, the Company will purchase all Shares validly tendered
at prices at or below the Purchase Price and not withdrawn prior to the
Expiration Date (as defined in the Offer to Purchase).
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are enclosing
the following documents:
1. Offer to Purchase dated February 11, 1998;
2. Letter of Transmittal for your use and for the information of your
clients, together with Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 providing information relating
to backup federal income tax withholding;
3. Notice of Guaranteed Delivery to be used to accept the Offer if the
Share certificates and all other required documents cannot be delivered to
the Depositary by the Expiration Date (as defined in the Offer to Purchase)
or if the procedures for book-entry transfer cannot be completed on a
timely basis;
4. A form of letter that may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients instructions with
regard to the Offer;
5. Letter from Hayne Hipp, President of the Company to stockholders of
the Company; and
6. Return envelope addressed to Wachovia Bank, N.A., the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
<PAGE> 2
THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, MARCH 11, 1998, UNLESS THE OFFER IS
EXTENDED.
The Company will not pay any fees or commissions to any broker, dealer or
other person for soliciting tenders of Shares pursuant to the Offer (other than
the fee of the Dealer Managers as described in the Offer to Purchase). The
Company will, upon request, reimburse brokers, dealers, commercial banks and
trust companies for reasonable and customary handling and mailing expenses
incurred by them in forwarding materials relating to the Offer to their
customers. The Company will pay all stock transfer taxes applicable to its
purchase of Shares pursuant to the Offer, subject to Instruction 7 of the Letter
of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed
to, and additional copies of the enclosed materials may be obtained from, the
Information Agent or the undersigned at the addresses and telephone numbers set
forth on the back cover of the Offer to Purchase.
Very truly yours,
GOLDMAN, SACHS & CO
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF THE COMPANY, THE DEALER MANAGERS, THE INFORMATION AGENT OR THE
DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY
STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE
DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
2
<PAGE> 1
Exhibit (a)(5)
THE LIBERTY CORPORATION
OFFER TO PURCHASE FOR CASH
UP TO 2,000,000 SHARES OF ITS COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
- --------------------------------------------------------------------------------
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS
WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME,
ON WEDNESDAY, MARCH 11, 1998, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated February
11, 1998 and the related Letter of Transmittal (which together constitute the
"Offer") in connection with the Offer by The Liberty Corporation, a South
Carolina corporation (the "Company"), to purchase for cash up to 2,000,000
shares of its Common Stock, no par value (such shares together with the
associated preferred stock purchase rights (the "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 of the Offer. The Company will determine a single per Share price
(not greater than $52.00 nor less than $45.50 per Share) that it will pay for
the Shares validly tendered pursuant to the Offer and not withdrawn (the
"Purchase Price"), taking into account the number of Shares so tendered and the
prices specified by tendering stockholders. The Company will select the lowest
Purchase Price that will allow it to purchase 2,000,000 Shares (or such lesser
number as are validly tendered and not withdrawn at prices not greater than
$52.00 nor less than $45.50 per Share) pursuant to the Offer. Upon the terms and
subject to the conditions of the Offer, including the provisions thereof
relating to proration and conditional tenders, the Company will purchase all
Shares validly tendered at prices at or below the Purchase Price and not
withdrawn prior to the expiration of the Offer. Shares tendered at prices in
excess of the Purchase Price and Shares not purchased because of proration or
conditional tenders will be returned to the tendering stockholder at the
Company's expense.
We are the holder of record of Shares held for your account. A tender of
such Shares can be made only by us as the holder of record and pursuant to your
instructions. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION
ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the Letter of Transmittal.
Your attention is invited to the following:
1. You may tender Shares at either the price determined by you (in
multiples of $.125), not greater than $52.00 nor less than $45.50 per
Share, or the price determined by "Dutch auction" as indicated in the
attached instruction form, net to you in cash.
2. The Offer, the proration period and withdrawal rights expire at
12:00 Midnight, New York City time, on Wednesday, March 11, 1998, unless
the Offer is extended. Your instructions to us should be forwarded to us in
ample time to permit us to submit a tender on your behalf.
3. The Offer is for up to 2,000,000 Shares. Although it has no present
intention of so doing, the Company reserves the right, in its sole
discretion but subject to certain applicable legal requirements, to
purchase more than 2,000,000 Shares pursuant to the Offer. The Offer is not
conditioned upon any minimum number of Shares being tendered but is subject
to certain other conditions described in Section 7 of the Offer to
Purchase.
<PAGE> 2
4. Any stock transfer taxes applicable to the sale of Shares to the
Company pursuant to the Offer will be paid by the Company, except as
otherwise provided in Instruction 7 of the Letter of Transmittal.
5. If you owned beneficially as of the close of business on February
10, 1998 an aggregate of fewer than 100 Shares (including any Shares
acquired pursuant to the Company's Performance Incentive Compensation
Program) and you instruct us to tender at or below the Purchase Price on
your behalf all such Shares (partial tenders will not qualify for this
preference) prior to the expiration of the Offer and you complete the box
captioned "Odd Lots" in the instruction form, all such Shares will be
accepted for purchase before proration, if any, of the purchase of other
Shares properly tendered at or below the Purchase Price.
6. You may instruct us to tender Shares on your behalf subject to the
condition that a specified minimum number of your tendered Shares must be
purchased if any such tendered Shares are purchased, as described in
Section 6 of the Offer to Purchase. It is your responsibility to calculate
such minimum number and you are urged to consult a tax advisor. If you wish
us to make a conditional tender on your behalf, you must complete the box
captioned "Conditional Tenders" in the instruction form.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY STOCKHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. EACH STOCKHOLDER MUST
MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY
SHARES TO TENDER AND AT WHAT PRICE. THE COMPANY HAS BEEN ADVISED THAT NO
DIRECTOR OR EXECUTIVE OFFICER OF THE COMPANY INTENDS TO TENDER SHARES PURSUANT
TO THE OFFER.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing, detaching and returning to us the instruction form
on the detachable part hereof. An envelope to return your instructions to us is
enclosed. If you authorize tender of your Shares, all such Shares will be
tendered unless otherwise specified on the detachable part hereof. Your
instructions should be forwarded to us in ample time to permit us to submit a
tender on your behalf by the expiration of the Offer.
As described in the Offer to Purchase, if fewer than all Shares validly
tendered at or below the Purchase Price prior to the expiration of the Offer are
to be purchased by the Company, the Company will purchase Shares in the
following order of priority: (a) all Shares tendered at or below the Purchase
Price and not withdrawn prior to the expiration of the Offer by any stockholder
who owned beneficially an aggregate of fewer than 100 Shares (including any
Shares acquired pursuant to the Company's Performance Incentive Compensation
Program), as of the close of business on February 10, 1998 and who validly
tenders all of such Shares (partial tenders will not qualify for this
preference) and completes the box captioned "Odd Lots" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery; and (b)
then, after purchase of all of the foregoing Shares, subject to the conditional
tender provisions described in Section 6 of the Offer to Purchase, all other
Shares validly tendered at or below the Purchase Price and not withdrawn prior
to the expiration of the Offer on a pro rata basis, if necessary (with
appropriate adjustments to avoid purchases of fractional Shares).
The Offer is not being made to, nor will the Company accept tenders from or
on behalf of, holders of Shares in any state of the United States or any foreign
jurisdiction in which the making of the Offer or the acceptance thereof would
not be in compliance with the laws of such state or foreign jurisdiction. In
those states or foreign jurisdictions the laws of which require that the Offer
be made by a licensed broker or dealer, the Offer shall be deemed to be made on
behalf of the Company by Goldman, Sachs & Co. or one or more registered brokers
or dealers licensed under the laws of such jurisdictions.
2
<PAGE> 3
INSTRUCTIONS WITH RESPECT TO
OFFER TO PURCHASE FOR CASH
UP TO 2,000,000 SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
THE LIBERTY CORPORATION
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated February 11, 1988 and the related Letter of Transmittal
(which together constitute the "Offer"), in connection with the Offer by The
Liberty Corporation (the "Company") 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 (the "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 undersigned in
cash.
The Company will determine a single per Share price (not greater than
$52.00 nor less than $45.50 per Share) that it will pay for the Shares validly
tendered pursuant to the Offer and not withdrawn (the "Purchase Price"), taking
into account the number of Shares so tendered and the prices specified by
tendering stockholders. The Company will select the lowest Purchase Price that
will allow it to purchase 2,000,000 Shares (or such lesser number as are validly
tendered at prices not greater than $52.00 nor less than $45.50 per Share)
pursuant to the Offer.
The undersigned hereby instruct(s) you to tender to the Company the number
of Shares indicated below or, if no number is indicated, all Shares held by you
for the account of the undersigned, upon the terms and subject to the conditions
set forth in the Offer to Purchase and the related Letter of Transmittal.
[ ] By checking this box, all Shares held by us for your account, including
fractional Shares, will be tendered. If fewer than all Shares are to be
tendered, please check the box and indicate below the aggregate number
of Shares to be tendered by us.
__________ Shares*
* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
ODD LOTS
[ ] By checking this box, the undersigned represents that the undersigned
owned beneficially as of the close of business on February 10, 1998 an
aggregate of fewer than 100 Shares (including any Shares acquired
pursuant to the Company's Performance Incentive Compensation Program)
and is tendering all of such Shares.
3
<PAGE> 4
PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED
---------------------
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED, OR IF
NO BOX IS CHECKED, THERE IS NO VALID
TENDER OF SHARES.
---------------------
SHARES TENDERED AT PRICE DETERMINED BY DUTCH AUCTION
[ ] The undersigned wants to maximize the chance of having The Liberty
Corporation purchase all the Shares the undersigned is tendering (subject to
the possibility of proration). Accordingly, by checking this ONE box INSTEAD
OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders Shares and
is willing to accept the Purchase Price resulting from the Dutch auction
tender process. This action will result in receiving a price per Share of as
low as $45.50 or as high as $52.00.
----------------------- OR
SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER
By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the
undersigned hereby tenders Shares at the price checked. This action could result
in none of the Shares being purchased if the Purchase Price for the Shares is
less than the price checked. A stockholder who desires to tender Shares at more
than one price must complete a separate instruction form for each price at which
Shares are tendered. The same Shares cannot be tendered at more than one price.
Price (in dollars) per Share at which Shares are being tendered:
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
$45.500 [ ] $46.000 [ ] $47.000 [ ] $48.000 [ ] $49.000 [ ] $50.000 [ ] $51.000 [ ] $52.000 [ ]
$45.625 [ ] $46.125 [ ] $47.125 [ ] $48.125 [ ] $49.125 [ ] $50.125 [ ] $51.125 [ ]
$45.750 [ ] $46.250 [ ] $47.250 [ ] $48.250 [ ] $49.250 [ ] $50.250 [ ] $51.250 [ ]
$45.875 [ ] $46.375 [ ] $47.375 [ ] $48.375 [ ] $49.375 [ ] $50.375 [ ] $51.375 [ ]
$46.500 [ ] $47.500 [ ] $48.500 [ ] $49.500 [ ] $50.500 [ ] $51.500 [ ]
$46.625 [ ] $47.625 [ ] $48.625 [ ] $49.625 [ ] $50.625 [ ] $51.625 [ ]
$46.750 [ ] $47.750 [ ] $48.750 [ ] $49.750 [ ] $50.750 [ ] $51.750 [ ]
$46.875 [ ] $47.875 [ ] $48.875 [ ] $49.875 [ ] $50.875 [ ] $51.875 [ ]
</TABLE>
CONDITIONAL TENDERS
A tendering stockholder may condition the tender of Shares upon the
purchase by the Company of a specified minimum number of the Shares tendered
hereby, all as described in the Offer to Purchase, particularly in Section 6
thereof. Unless at least such minimum number of Shares is purchased by the
Company pursuant to the terms of the Offer, none of the Shares tendered hereby
will be purchased. It is the tendering stockholder's responsibility to calculate
and appropriately indicate such minimum number of Shares, and each stockholder
is urged to consult a tax advisor. Unless this box has been completed and a
minimum number specified, the tender will be deemed unconditional.
Minimum number of Shares that must be purchased, if any are purchased:
__________ Shares
SIGN HERE
- ------------------------------------------------------
- ------------------------------------------------------
Signature(s)
Dated
- ----------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
Please print names(s) and
addresses here
4
<PAGE> 1
Exhibit (a)(6)
LIBERTY
- --------------------------------------------------------------------------------
The Liberty Corporation Box 789 Greenville, SC 29602-0789
February 11, 1998
To Our Stockholders:
The Liberty Corporation is offering to purchase up to 2,000,000 shares of
its Common Stock, no par value (including the associated preferred stock
purchase rights), from its stockholders at prices not greater than $52.00 nor
less than $45.50 per share. The Company is conducting the Offer through a
procedure commonly referred to as a "Dutch auction". This procedure allows you
to select the price within the $45.50 to $52.00 price range at which you are
willing to sell your shares to the Company. Alternatively, this procedure allows
you to sell all or a portion of your shares to the Company at a price determined
by the "Dutch auction" process.
Based upon the number of shares tendered and the prices specified by
tendering stockholders, The Liberty Corporation will determine a single per
share price within that price range (the "Purchase Price") that will allow it to
buy 2,000,000 shares (or such lesser number of shares as are validly tendered
and not withdrawn at prices within that price range). All of the shares that are
validly tendered at prices at or below the Purchase Price and not withdrawn
will, subject to possible proration, conditional tenders and provisions relating
to the tender of "odd lots", be purchased for cash at the Purchase Price, net to
the selling stockholder. All shares which are tendered and not purchased will be
returned to the tendering stockholders at the Company's expense.
If you do not wish to participate in the Offer, you do not need to take any
action.
The Offer is explained in detail in the enclosed Offer to Purchase and
Letter of Transmittal. If you want to tender your shares, the instructions for
tendering are also set forth in detail in the enclosed materials. I encourage
you to read these materials carefully before making any decision with respect to
the Offer. Each stockholder considering whether to tender all or any shares is
urged to consult and rely on the stockholders own tax advisor as to the
particular tax consequences to the stockholder of selling shares pursuant to the
Offer, including the application of foreign, state, local or other tax laws.
The Company believes that the purchase of shares of its Common Stock will
benefit Liberty and its stockholders over the long term by enhancing earnings
per share. The Company also believes that this is an attractive time to make
such purchases, given its financial condition and outlook and current market
conditions. However, neither the Company nor its Board of Directors makes any
recommendation to any stockholder as to whether to tender all or any shares. The
Company has been advised that no director or executive officer of the Company
intends to tender shares pursuant to the Offer. Any questions or requests for
assistance may be directed to the Information Agent or the Dealer Managers at
their respective addresses or telephone numbers set forth in the Letter of
Transmittal.
Very truly yours,
/s/ HAYNE HIPP
Hayne Hipp
President
<PAGE> 1
Exhibit (a)(7)
[NOTICE FROM THE LIBERTY CORPORATION]
February 11, 1998
OFFER TO PURCHASE COMMON STOCK OF THE LIBERTY CORPORATION
Notice to Holders of Vested Stock Options:
Enclosed for your consideration are materials (the "Tender Offer
Documents") being sent to all stockholders of The Liberty Corporation (the
"Company") in connection with its recently announced offer to purchase up to
2,000,000 shares of the Company's common stock, no par value (such shares,
together with the associated preferred stock purchase rights (the "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 herein 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, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated February 11, 1998 and in the related Letter of
Transmittal, which together constitute the "Offer".
As a holder of vested stock options, you may wish to exercise any or
all of your vested options, and then tender the Shares so acquired to the
Company pursuant to the terms of the Offer. To assist you, attached is a
summary of your stock option grants, including the grant date, exercise price,
and the number of shares from each grant that are currently available for you
to exercise.
You will need to evaluate the Offer and Tender Offer Documents to
determine if participation would be advantageous to you, based on your stock
option exercise prices, the date of your stock option grants and the years left
yet to exercise, the tender price, and the provisions for pro rata purchases by
the Company outlined in the Offer.
We strongly encourage you to discuss the Offer with your tax advisor
or broker. Martha Williams at the Company is also available to assist in
answering any questions you may have. Martha Williams can be reached at (864)
609-8300.
If you decide to exercise any of your vested stock options, please
send instructions to Martha Williams at the Company as to the number of options
you wish to exercise and a check in payment for the option exercise. The Offer
expires Wednesday, March 11, 1998, unless extended by the Company. In order to
tender Shares purchased pursuant to an option exercise, the Company must have
received your instructions and your check by February 26, 1998 in order for you
to receive Shares to tender by March 11, 1998.
<PAGE> 2
As described in the Offer to Purchase, if more than 2,000,000 Shares
have been validly tendered at or below the Purchase Price (as defined in the
Offer to Purchase) and not withdrawn prior to the Expiration Date (as defined
in the Offer to Purchase), the Company will purchase Shares in the following
order of priority:
(a) all shares tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date by any stockholder who owned
beneficially an aggregate of fewer than 100 Shares as of the close of business
on February 10, 1998 and who validly tenders all of such Shares (partial
tenders will not qualify for this preference) and completes the box captioned
"Odd Lots" on the Letter of Transmittal and, if applicable, on the Notice of
Guaranteed Delivery; and
(b) after purchase of all of the foregoing Shares, subject to the
conditional tender provisions described in Section 6 of the Offer to Purchase,
all other Shares validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date on a pro rata basis, if necessary (with
appropriate adjustments to avoid purchases of fractional Shares).
The Offer is not being made to, nor will the Company accept tenders
from or on behalf of holders of Shares in any state of the United States or any
foreign jurisdiction in which the making of the Offer or the acceptance thereof
would not be in compliance with the laws of such state or foreign jurisdiction.
In those states or foreign jurisdictions the laws of which require that the
Offer be made by a licensed broker or dealer, the Offer shall be deemed to be
made on behalf of the Company by Goldman, Sachs & Co. or one or more registered
brokers or dealers licensed under the laws of such jurisdiction.
Very truly yours,
Hayne Hipp
President
2
<PAGE> 1
Exhibit (a)(8)
LIBERTY
- --------------------------------------------------------------------------------
The Liberty Corporation Box 789 Greenville, SC 29602-0789
February 11, 1998
OFFER TO PURCHASE COMMON STOCK OF THE LIBERTY CORPORATION
Notice to Holders of Preferred Stock:
The Liberty Corporation (the "Company") has announced an offer to purchase
up to 2,000,000 shares of the Company's common stock, no par value (such shares,
together with the associated preferred stock purchase rights (the "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 herein 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, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated February 11, 1998 and in the related Letter of
Transmittal, which together constitute the "Offer".
The Company is not offering to purchase its Preferred Stock in the Offer to
Purchase. The Company will, upon the terms and subject to the conditions of the
Offer, accept tenders of Shares that, in accordance with the terms of such
Preferred Stock are issued upon conversion of the Preferred Stock and duly
tendered pursuant to the Offer. To the extent Preferred Stock is converted into
Shares but the resulting Shares are not purchased pursuant to the Offer, holders
of Preferred Stock so converted will have lost all preferential rights of
Preferred Stock as compared to Shares (including, among other things, the
priority afforded holders of Preferred Stock with respect to the payment of
dividends and the distribution of assets upon liquidation).
We urge you to discuss the Offer with your broker, investment or tax
advisor. Neither the Company nor its Board of Directors makes any
recommendations to any holder of Preferred Stock as to whether to convert all or
any portion of such Preferred Stock into Shares or as to whether to tender or
refrain from tendering pursuant to the Offer all or any portion of the Shares
issuable upon such conversion.
If you decide to convert any or all of your Preferred Stock in accordance
with the terms of such Preferred Stock, please contact Wachovia Bank, N.A., the
Company's transfer agent (the "Transfer Agent"), at 1-800-633-4236. If you wish
to have materials relating to the Offer sent to you, please call D. F. King &
Co., Inc., the Company's Information Agent, at 1-800-290-6427. The Offer expires
on Wednesday, March 11, 1998, unless extended by the Company. In order for you
to receive and tender by March 11, 1998 Shares issued upon the conversion of
Preferred Stock, the Transfer Agent should have received your conversion
instructions no later than February 26, 1998.
As described in the Offer to Purchase, if more than 2,000,000 Shares have
been validly tendered at or below the Purchase Price (as defined in the Offer to
Purchase) and not withdrawn prior to the Expiration Date (as defined in the
Offer to Purchase), the Company will purchase Shares in the following order of
priority:
(a) all Shares tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date by any stockholder who owned
beneficially an aggregate of fewer than 100 Shares as of the close of
business on February 10, 1998 and who validly tenders all of such Shares
(partial tenders will not qualify for this preference) and completes the
box captioned "Odd Lots" on the Letter of Transmittal and, if applicable,
on the Notice of Guaranteed Delivery; and
<PAGE> 2
(b) after purchase of all of the foregoing Shares, subject to the
conditional tender provisions described in Section 6 of the Offer to
Purchase, all other Shares validly tendered at or below the Purchase Price
and not withdrawn prior to the Expiration Date on a pro rata basis, if
necessary (with appropriate adjustments to avoid purchases of fractional
Shares).
The Offer is not being made to, nor will the Company accept tenders from or
on behalf of holders of Shares in any state of the United States or any foreign
jurisdiction in which the making of the Offer or the acceptance thereof would
not be in compliance with the laws of such state or foreign jurisdiction. In
those states or foreign jurisdictions the laws of which require that the Offer
be made by a licensed broker or dealer, the Offer shall be deemed to be made on
behalf of the Company by Goldman, Sachs & Co. or one or more registered brokers
or dealers licensed under the laws of such jurisdiction.
Very truly yours,
/s/ HAYNE HIPP
Hayne Hipp
President
2
<PAGE> 1
Exhibit (a)(9)
This advertisement is neither an offer to purchase nor a solicitation
of an offer to sell securities. The Offer is made only by the Offer to Purchase
dated February 11, 1998 and the related Letter of Transmittal that are being
mailed to holders of Common Stock of The Liberty Corporation and is not being
made to, nor will the Company accept tenders from or on behalf of, such holders
in any state of the United States or any foreign jurisdiction in which the
making of the Offer or the acceptance thereof would not be in compliance with
the laws of such state or foreign jurisdiction. In those states or foreign
jurisdictions where securities, blue sky or other laws require the Offer to be
made by a licensed broker or dealer, the Offer shall be deemed to be made on
behalf of the Company by Goldman, Sachs & Co. or one or more registered brokers
or dealers licensed under the laws of such jurisdictions.
Notice of Offer to Purchase for Cash
By
THE LIBERTY CORPORATION
of
Up to 2,000,000 Shares of
Its Common Stock
(Including the Associated Preferred Stock Purchase Rights)
The Liberty Corporation, a South Carolina corporation (the "Company"),
invites its stockholders to tender shares of its Common Stock, no par value
(including the associated preferred stock purchase rights), 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 Offer to Purchase dated February 11, 1998 and in the related
Letter of Transmittal (which together constitute the "Offer").
The Offer is not conditioned upon any minimum number of Shares being
tendered but is subject to certain other conditions set forth in Section 7 of
the Offer to Purchase.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, MARCH 11, 1998 (THE "EXPIRATION
DATE"), UNLESS THE OFFER IS EXTENDED.
The Company will determine a single per Share price (not greater than
$52.00 nor less than $45.50 per Share) that it will pay for the Shares validly
tendered
<PAGE> 2
pursuant to the Offer and not withdrawn (the "Purchase Price"), taking into
account the number of Shares so tendered and the prices specified by tendering
stockholders. The Company will select the lowest Purchase Price that will allow
it to purchase 2,000,000 Shares (or such lesser number of Shares as are validly
tendered at prices not greater than $52.00 nor less than $45.50 per Share)
pursuant to the Offer. Upon the terms and subject to the conditions of the
Offer, including the provisions thereof relating to proration and conditional
tenders, the Company will purchase all Shares validly tendered at prices at or
below the Purchase Price and not withdrawn prior to the Expiration Date. The
Company reserves the right to extend the Offer at any time or from time to time
by oral or written notice to Wachovia Bank, N.A. (the "Depositary"), in which
event the term "Expiration Date" shall mean the latest time and date to which
the Offer is so extended. Upon the terms and subject to the conditions of the
Offer, if more than 2,000,000 Shares have been validly tendered at or below the
Purchase Price and not withdrawn prior to the Expiration Date, the Company will
purchase Shares in the following order of priority:
a. all Shares tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date by any stockholder who owned
beneficially an aggregate of fewer than 100 Shares (including any
Shares acquired pursuant to the Company's Performance Incentive
Compensation Program) as of the close of business on February 10, 1998
and who validly tenders all of such Shares (partial tenders will not
qualify for this preference) and completes the box captioned "Odd
Lots" on the Letter of Transmittal and, if applicable, on the Notice
of Guaranteed Delivery; and
b. after purchase of all of the foregoing Shares, subject to the
conditional tender provisions described in Section 6 of the Offer to
Purchase, all other Shares validly tendered at or below the Purchase
Price and not withdrawn prior to the Expiration Date on a pro rata
basis, if necessary (with appropriate adjustments to avoid purchases
of fractional Shares).
Tenders of Shares made pursuant to the Offer may be withdrawn at any
time prior to the Expiration Date. Thereafter, such tenders are irrevocable,
except that they may be withdrawn after April 8, 1998 unless theretofore
accepted for payment as provided in the Offer to Purchase. To be effective, a
written notice of withdrawal must be timely received by the Depositary at one
of its addresses set forth on the back cover of the Offer to Purchase and must
specify the name of the person who tendered the Shares to be withdrawn and the
number of Shares to be withdrawn. If the Shares to be withdrawn have been
delivered to the Depositary, a signed notice of withdrawal with signatures
guaranteed by an Eligible Institution, as defined in the Offer to Purchase
(except in the case of Shares
2
<PAGE> 3
tendered by an Eligible Institution) must be submitted prior to the release of
such Shares. In addition, such notice must specify, in the case of Shares
tendered by delivery of certificates, the name of the registered holder (if
different from that of the tendering stockholder) and the serial numbers shown
on the particular certificates evidencing the Shares to be withdrawn or, in the
case of Shares tendered by book-entry transfer, the name and number of the
account at the Book-Entry Transfer Facility, as defined in the Offer to
Purchase, to be credited with the withdrawn Shares. Withdrawals may not be
rescinded and Shares withdrawn will thereafter be deemed not validly tendered
for purposes of the Offer. However, withdrawn Shares may be retendered by again
following one of the procedures described in Section 3 of the Offer to Purchase
at any time prior to the Expiration Date.
The Company will be deemed to have accepted for payment (and thereby
purchased) subject to the proration and conditional tender provisions of the
Offer, Shares that are validly tendered and not withdrawn, as, if and when it
gives oral or written notice to the Depositary of its acceptance for payment of
Shares.
The Company believes that the purchase of the Shares will benefit the
Company and its stockholders over the long term by enhancing earnings per Share.
The Company also believes that this is an attractive time for the Company to
make such purchases, given its financial condition and outlook and current
market conditions. The Company has divested certain assets and expects to
receive approximately $180 million from the sale of Pierce National Life
Insurance Company. Prior to the announcement of the Offer, the Company had been
considering a variety of alternatives for the use of excess cash with the goal
of enhancing stockholder value. The Board of Directors has determined that the
Offer accomplishes this objective in an efficient manner. The Company may use
any proceeds from the sale of Pierce that are in excess of the proceeds
necessary to fund the Offer to repay debts, make acquisitions, repurchase stock
or for other general corporate purposes.
The Offer will afford to stockholders who are considering the sale of
all or a portion of their Shares the opportunity to determine the price at
which they are willing to sell their Shares and, in the event the Company
accepts such Shares for purchase, to dispose of Shares without the usual
transaction costs associated with a market sale. The Offer will also allow
qualifying stockholders owning beneficially fewer than 100 Shares to avoid the
payment of brokerage commissions and any applicable odd-lot discount payable on
a sale of Shares in a transaction effected on a securities exchange.
Neither the Company nor its Board of Directors makes any
recommendation to any stockholder whether to tender all or any Shares. Each
stockholder must make his or her own decision whether to tender Shares and, if
so, how many Shares to tender and at what price. The Company has been
3
<PAGE> 4
advised that no director or executive officer of the Company intends to tender
Shares pursuant to the Offer.
The information required by Rule 13e-4(d)(1) of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended, is contained
in the Offer to Purchase and is incorporated herein by reference.
The Offer to Purchase and the related Letter of Transmittal contain
important information that should be read before any decision is made with
respect to the Offer. Copies of the Offer to Purchase and the related Letter of
Transmittal are being mailed to record holders of Shares and may be obtained at
the expense of the Company from the Information Agent or the Dealer Managers at
the addresses set forth below.
The Information Agent is:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
Toll Free 1-800-290-6427
The Dealer Managers for the Offer are:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
February 11, 1998. Toll Free 1-800-323-5678
4
<PAGE> 1
Exhibit (a)(10)
[LIBERTY COMMUNICATIONS BULLETIN LETTERHEAD]
TO: All Employees
DATE: Feb. 10, 1998
SUBJECT: Liberty announces self-tender offer for up to 2 million shares
Liberty Corporation today announced a self-tender offer, authorized by the
board of directors, to repurchase up to 2 million shares of Liberty common
stock (and associated preferred stock purchase rights) at a price to be set
between $45.50 and $52.00 per share. This "Dutch auction" offer expires at
midnight on Wednesday, March 11, 1998.
WHAT'S A "DUTCH AUCTION" AND HOW DOES IT WORK?
This type of self-tender offer is called a "Dutch auction" because it is
similar to the way Dutch flower dealers set the prices for their bulbs. Rather
than set a fixed price for its shares, a company involved in such an offer asks
sellers to offer their own price within the specified range at which they would
be willing to sell their shares.
At the end of the tender period, the company decides the lowest price that will
allow it to purchase 2 million shares or a lesser amount if fewer than 2
million shares are tendered. The company then accepts all shares validly
tendered at or below that price and not withdrawn (all accepted shares get the
same price). In this way the company can let the market set the price, rather
than risk offering too much.
Liberty is tendering for its own shares because management views the stock as
an excellent investment. A stock repurchase is an effective way for Liberty to
use proceeds from the sale of Pierce National Life. And management feels such a
stock repurchase will result in a stronger and more efficient capital structure.
HOW MAY I PARTICIPATE?
Any employee who holds Liberty stock may participate in the tender offer.
Liberty's directors and executive officers have informed us that they do not
intend to tender any shares. For those employees who have invested in Liberty
stock in either the Liberty or the Cosmos retirement and savings plans, the
relevant plan committee will decide whether to participate in the tender offer.
Specifically, the plan committee will determine whether to tender shares and,
if so, at what price. A benefits bulletin addressing this issue will be sent to
employees this week.
If you hold Liberty stock outside of Liberty retirement plans or have vested
stock options, you will receive materials that more fully describe the
self-tender offer and the mechanics. If you have questions after you receive
these materials, you should call the information agent at the toll-free number
provided in the materials. You may also call Sophie Vergas, Legal, at (864)
609-8398.
Please note that Liberty and its board of directors will not make any
recommendation to any shareholder, including employees, about whether to tender
all or any shares. Each stockholder must make his or her own decision. In
addition, each stockholder considering whether to tender should consult a tax
advisor regarding the particular consequences of selling shares under the
offer, including the application of foreign, state, local or other tax laws.
/s/ Michael
Attachment: News release on tender offer
<PAGE> 1
Exhibit (a)(11)
FOR FURTHER INFORMATION:
(Analyst calls) Ken Jones (864) 609-3496
(News media calls) Michael Fanning (864) 609-3594
THE LIBERTY CORP. REPORTS FOURTH-QUARTER RESULTS
INSURANCE AND BROADCASTING OPERATIONS POST INCREASE
IN OPERATING EARNINGS, NET INCOME
GREENVILLE, S.C., FEB. 2, 1998 - The Liberty Corp. (NYSE: LC) today reported
increases in operating earnings and net income, driven by fourth-quarter
improvements in both its insurance and broadcasting operations.
For the fourth quarter ended Dec. 31, 1997, revenues were $163.2
million, level with the same period in 1996. Operating earnings of $19.7
million rose 4 percent over the previous fourth quarter. Operating earnings per
diluted share were 87 cents compared with 85 cents for the fourth quarter of
1996.
Net income of $18.5 million, which rose 4 percent from the fourth
quarter of 1996, was 81 cents per diluted share compared with 80 cents per
diluted share for the previous period. Net income included realized investment
losses of $1.3 million for the quarter.
Operating earnings from insurance operations for the fourth quarter
were $16.5 million, a 7 percent increase over the prior year quarter. Liberty's
FamilySide pre-need operation, which is being sold to Fortis, Inc. during the
first quarter of 1998 as previously announced, led the increase with a $2.4
million improvement over the prior year. The increase was due to favorable
mortality, higher investment income and lower expenses. Liberty Life's mortgage
protection division reported a modest increase for the quarter, while the agency
division was down slightly.
-- more --
<PAGE> 2
2
Cosmos Broadcasting, which owns and operates eight television stations
in the Southeast and Midwest, reported fourth-quarter operating earnings of $7.2
million, a 7 percent increase over the prior year quarter. Revenues for the
quarter declined $1.8 million from the prior year period due to the expected
reduction in political advertising. Local and national revenues increased over
the fourth quarter of 1996 but did not offset the political revenue decline.
Cosmos operations also included a $1.3 million benefit from a favorable
adjustment to income tax expense during the fourth quarter.
For the year ended Dec. 31, 1997, operating earnings increased 7
percent to $70.9 million. Diluted operating earnings per share were $3.16
compared with $2.98 in 1996. Revenues grew to $660.3 million, an increase of 7
percent over the prior year. Net income for the year was $75.0 million or $3.34
per diluted share compared with $37.3 million for 1996. Net income for 1996
included a $26.9 million special charge related principally to provisions for
losses on unprofitable insurance products.
Insurance operating earnings increased 11 percent for the year and
broadcasting operations reported a 7 percent increase.
"Overall, we are pleased with the results for both the fourth quarter
and the year," said Hayne Hipp, Liberty's president. "Cosmos turned in a good
performance in what normally would be a down year in both revenues and operating
earnings, due to the absence of Olympics and major political elections. We also
made substantial progress against strategic goals in our insurance operations."
The Liberty Corporation is a holding company with operations in
insurance and broadcasting. Company head quarters is in Greenville, S.C.
###
<PAGE> 3
THE LIBERTY CORPORATION
CONSOLIDATED FINANCIAL HIGHLIGHTS
(In $000s except per share amounts)
<TABLE>
<CAPTION>
Three months ended Twelve Months ended
December 31 December 31
------------------------- % ------------------------ %
1997 1996 Change 1997 1996 Change
---------- ---------- ------ ---------- ---------- ------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C> <C>
Revenues
Insurance $ 128,670 $ 122,439 5% $ 509,093 $ 482,500 6%
Broadcasting 37,145 38,964 (5%) 137,898 137,336 0%
Corporate and other, Net (2,614) 2,165 N/A 13,265 (739) N/A
---------- ---------- ---------- ----------
TOTAL REVENUES $ 163,201 $ 163,568 0% $ 660,256 $ 619,097 7%
========== ========== ========== ==========
Income
Insurance $ 16,507 $ 15,379 7% $ 62,974 $ 56,508 11%
Broadcasting 7,235 6,789 7% 21,725 20,284 7%
Corporate and other (4,002) (3,247) (23%) (13,763) (10,760) (28%)
---------- ---------- ---------- ----------
OPERATING EARNINGS 19,740 18,921 4% 70,909 66,032 7%
Realized investment gains (1,283) (1,116) N/A 4,042 (1,748) N/A
Non-recurring special charges N/A (26,944) N/A
---------- ---------- ---------- ----------
NET INCOME $ 18,457 $ 17,805 4% $ 74,951 $ 37,340 N/A
========== ========== ========== ==========
Diluted Earnings Per Share
Operating Earnings Per Share $ 0.87 $ 0.85 2% $ 3.16 $ 2.98 6%
Realized investment gains (0.06) (0.05) (20%) 0.18 (0.09) N/A
Non-recurring special charges (1.23) N/A
---------- ---------- ---------- ----------
DILUTED EARNINGS PER SHARE $ 0.81 $ 0.80 1% $ 3.34 $ 1.66 201%
========== ========== ========== ==========
As of December 31,
-------------------------
1997 1996 % Change
---------- ---------- --------
BOOK VALUE PER COMMON
EQUIVALENT SHARE
Including the effect of SFAS 115 $ 31.65 $ 27.91 13%
Excluding the effects of SFAS 115 $ 28.76 $ 26.00 11%
</TABLE>
<PAGE> 1
Exhibit (a)(12)
For Further Information:
(Analyst calls) Ken Jones (864) 609-3496
(News Media Calls) Michael Flanning (864) 609-3594
THE LIBERTY CORP. ANNOUNCES SELF-TENDER FOR UP TO 2 MILLION SHARES
Greenville, S.C., Feb. 10, 1998 - The Liberty Corp. (NYSE: LC)
announced that its board of directors today has authorized the company to
repurchase up to 2 million shares of its common stock (including the associated
preferred stock purchase rights) pursuant to a "Dutch auction" self-tender
offer. The offer is expected to commence Wednesday, February 11, 1998 and will
expire at midnight, New York City time, Wednesday, March 11, 1998, unless
extended by Liberty. On February 10, 1998, Liberty shares closed at $46.75.
The tender offer will be subject to various terms and conditions
described in offering materials to be distributed to shareholders this week.
Under the terms of the tender offer, Liberty shareholders will be given the
opportunity to specify prices between $45.50 and $52.00 at which they are
willing to tender their shares. Upon receipt of tenders, Liberty will determine
a final price that enables it to purchase up to 2 million shares from those
shareholders who agreed to sell at or below the determined price. All shares
purchased will be at the determined price.
If more than 2 million shares are tendered at or below the purchase
price, there will be a proration. The tender offer will not be contingent upon
any minimum number of shares being tendered. Liberty currently has 20,695,140
shares of common stock outstanding. Liberty intends to finance the tender offer
with a new bridge loan. The company expects to repay the bridge loan with
proceeds to be received from the previously announced sale of its subsidiary,
Pierce National Life Insurance Co.
Neither Liberty nor its board of directors makes any recommendation to
any shareholder as to whether to tender all or any shares. Liberty has been
advised that no director or executive officer of the company intends to tender
shares pursuant to the tender offer.
"Using cash and borrowings to fund the tender offer will result in a
strong and efficient capital structure for Liberty and is consistent with our
goal of increasing shareholder value," said Hayne Hipp, president of Liberty.
Goldman, Sachs & Co. will act as the dealer managers for the tender
offer, D.F. King & Co., Inc. will act as the information agent and Wachovia
Bank, N.A. will act as the depositary.
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.
<PAGE> 1
Exhibit (b)
PROMISSORY NOTE
$140,000,000 January 28, 1998
FOR VALUE RECEIVED, THE LIBERTY CORPORATION (hereinafter referred to as
the "Borrower") promises to pay to the order of WACHOVIA BANK, N.A.,
(hereinafter, referred to as the "Lender"), at its office in Charlotte, North
Carolina, the principal sum of One Hundred Forty Million and NO/100 Dollars
($140,000,000), or so much thereof as shall have been disbursed from time to
time and remain unpaid together with interest thereon as hereinafter provided.
The Borrower shall give the Lender notice prior to 11:00 a.m. (Charlotte, North
Carolina time) on the Domestic Business Day of each borrowing of a Base Rate
Loan and at least three (3) Euro-Dollar Business Days before each borrowing of a
Euro-Dollar Loan hereunder specifying: (i) the date of such borrowing, which
shall be a Domestic Business Day in the case of a Base Rate Loan or a
Euro-Dollar Business Day in the case of a Euro-Dollar Loan; (ii) the amount of
the borrowing; and (iii) whether the borrowing is to be a Base Rate Loan or a
Euro-Dollar Loan and the duration of the Interest Period applicable thereto. If
such notice fails to state whether the borrowing is to be a Base Rate Loan or a
Euro-Dollar Loan, such borrowing shall be a Euro-Dollar Loan with an Interest
Period of seven (7) days. Each borrowing under this Note shall be in an
aggregate principal amount of $10,000,000 or any larger multiple of $5,000,000.
There shall not at any time be more than seven (7) Loans outstanding hereunder
at any time.
DEFINITIONS
As used in this Note, the following terms shall have the following
meanings:
"Adjusted London Interbank Offered Rate" applicable to any Interest Period
shall mean a rate per annum equal to the quotient obtained (rounded
upwards, if necessary, to the next higher 1/100th of 1%) by dividing (i)
the applicable London Interbank Offered Rate for such Interest Period by
(ii) 1.00 minus the Euro-Dollar Reserve Percentage.
"Applicable Margin" means (i) for any Base Rate Loan, 0%; and (ii) for any
Euro-Dollar Loan, 0.425%.
"Base Rate" means for any Base Rate Loan for any day, the rate per annum
equal to the higher as of such day of (i) the Prime Rate, and (ii)
one-half of one percent above the Federal Funds Rate for such day. For
purposes of determining the Base Rate for any day, changes in the Prime
Rate and the Federal Funds Rate shall be effective on the date of each
such change.
<PAGE> 2
"Base Rate Loan" shall mean the indebtedness evidenced by this Note during
Interest Periods when the applicable interest rate is calculated by
reference to the Base Rate.
"Code" means the Internal Revenue Code of 1986, as amended.
"Consolidated Subsidiary" means at any time any Subsidiary of the Borrower
or other entity the accounts of which, in accordance with generally
accepted accounting principles applied on a consistent basis, would be
consolidated with those of the Borrower in its consolidated financial
statements as of such date.
"Controlled Group" means all members of a controlled group of corporations
and all trades or businesses (whether or not incorporated) under common
control which, together with the Borrower, are treated as a single
employer under Section 414 of the Code.
"Debt" of any Person means at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of
such Person evidenced by bonds, debentures, notes or other similar
instruments, (iii) all obligations of such Person to pay the deferred
purchase price of property or services, except trade accounts payable
arising in the ordinary course of business, (iv) all obligations of such
Person as lessee under capital leases, (v) all obligations of such Person
to reimburse any bank or other Person in respect of amounts payable under
a banker's acceptance, (vi) all Redeemable Preferred Stock of such Person
(in the event such Person is a corporation), (vii) all obligations
(absolute or contingent) of such Person to reimburse any bank or other
Person in respect of amounts paid under a letter of credit or similar
instrument with an expiration date more than one year from such date,
(viii) all Debt of others secured by a lien or encumbrance on any asset of
such Person, whether or not such Debt is assumed by such Person, and (ix)
all Debt of others Guaranteed by such Person.
"Dollars" and "$" shall mean lawful money of the United States of America.
"Domestic Business Day" means any day except a Saturday, Sunday or other
day on which commercial banks in North Carolina are authorized by law to
close.
"Lending Office" means the Lender's office located in Charlotte, North
Carolina or such other office as the Lender may hereafter designate from
time to time as its Lending Office by notice to the Borrower.
"Due Date" means March 31, 1998.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
2
<PAGE> 3
"Euro-Dollar Business Day" means any Domestic Business Day on which
dealings in Dollar deposits are carried out in the London interbank
market.
"Euro-Dollar Loan" shall mean the indebtedness evidenced by this Note
during Interest Periods when the applicable interest rate is calculated by
reference to the Euro-Dollar Rate.
"Euro-Dollar Rate" applicable to any Euro-Dollar Loan for any Interest
Period means a rate per annum equal to the Applicable Margin plus the
Adjusted London Interbank Offered Rate applicable to such Interest Period.
"Euro-Dollar Reserve Percentage" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by
the Board of Governors of the Federal Reserve System (or any successor)
for determining the maximum reserve requirement for a member bank of the
Federal Reserve System in respect of "Eurocurrency liabilities" (or in
respect of any other category of liabilities which includes deposits by
reference to which the interest rate on Euro-Dollar Loans is determined or
any category of extension of credit or other assets which includes loans
by a non-United States office of the Lender to United States residents).
The Euro-Dollar Rate shall be adjusted automatically on and as of the
effective date of any change in the Euro-Dollar Reserve Percentage.
"Event of Default" or "Events of Default" shall have the meaning ascribed
to such term in the paragraph captioned "Default; Acceleration".
"Existing Syndicated Credit Agreement" shall mean that certain Credit
Agreement dated March 21, 1995, by and among the Borrower, the banks party
thereto and Wachovia Bank, N.A., as Agent, as amended by a First Amendment
to Credit Agreement dated March 17, 1997, and a Second Amendment to Credit
Agreement dated January 9, 1998, as in effect on the date hereof without
regard and without giving effect to any waivers (other than the waiver
dated May 20, 1997) given by the Banks (as defined in the Existing
Syndicated Credit Agreement) or amendments agreed to by the Borrower and
the Banks (as defined in the Existing Syndicated Credit Agreement). Any
definitions, terms, covenants or other provisions of the Existing
Syndicated Credit Agreement that are incorporated herein will continue to
be effective for purposes of this Note, not withstanding that the
indebtedness under the Existing Syndicated Credit Agreement has been or
hereafter may be partially or fully repaid or the fact that the Existing
Syndicated Credit Agreement otherwise might be terminated.
"Federal Funds Rate" means, for any day, the rate per annum (rounded
upward, if necessary, to the next higher 1/100th of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve Bank of New York on the Domestic Business
Day next succeeding such day, provided that (i) if the day for which such
3
<PAGE> 4
rate is to be determined is not a Domestic Business Day, the Federal Funds
Rate for such day shall be such rate on such transactions on the next
preceding Domestic Business Day as so published on the next succeeding
Domestic Business Day, and (ii) if such rate is not so published for any
day, the Federal Funds Rate for such day shall be the average rate charged
to Lender on such day on such transactions as determined by the Lender.
"Guarantee" by any Person means any obligation, contingent or otherwise of
such Person directly or indirectly guaranteeing any Debt or other
obligation of any other Person and, without limiting the generality of the
foregoing, any obligation, direct or indirect, contingent or otherwise, of
such Person (i) to secure, purchase or pay (or advance or supply funds for
the purchase or payment of) such Debt or other obligation (whether arising
by virtue of partnership arrangements, by agreement to keep-well, to
purchase assets, goods, securities or services, to provide collateral
security, to take-or-pay, or to maintain financial statement conditions or
otherwise) or (ii) entered into for the purpose of assuring in any other
manner the obligee of such Debt or other obligation of the payment hereof
or to protect such obligee against loss in respect thereof (in whole or in
part), provided that the term Guarantee shall not include endorsements for
collection or deposit in the ordinary course of business. The term
"Guarantee" used as a verb has a corresponding meaning.
"Interest Payment Dates" means the last day of each Interest Period.
"Interest Period" means: (1) with respect to each Euro-Dollar Loan, the
period commencing on the date the Loan is first made as a Euro-Dollar
Loan, is continued from the preceding Interest Period as a Euro-Dollar
Loan, or is converted to a Euro-Dollar Loan from another Type of Loan, as
the case may be, and ending on the seventh Euro-Dollar Business Day or the
numerically corresponding day in the first month thereafter, as the
Borrower may elect in accordance with the terms of this Note; provided
that:
(a) any Interest Period (other than an Interest Period determined
pursuant to clause (c) below), which would otherwise end on a day which is
not a Euro-Dollar Business Day shall be extended to the next succeeding
Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in
another calendar month, in which case such Interest Period shall end on
the next preceding Euro-Dollar Business Day;
(b) any Interest Period which begins on the last Euro-Dollar
Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the appropriate subsequent calendar
month) shall, in the case of an Interest Period of one month and subject
to clause (c) below, end on the last Euro-Dollar Business Day of the
appropriate subsequent calendar month; and
4
<PAGE> 5
(c) any Interest Period which begins before the Due Date and would
otherwise end after the Due Date shall end on the Due Date.
(2) with respect to each Base Rate Loan, the period commencing on the date
the Loan is first made as a Base Rate Loan, is continued from the
preceding Interest Period as a Base Rate Loan, or is converted to a Base
Rate Loan from another Type of Loan, as the case may be, and ending 30
days thereafter; provided that:
(a) any Interest Period (other than an Interest Period determined
pursuant to clause (b) below) which would otherwise end on a day which is
not a Domestic Business Day shall be extended to the next succeeding
Domestic Business Day; and
(b) any Interest Period which begins before the Due Date and would
otherwise end after the Due Date shall end on the Due Date.
"Loan" means a Base Rate Loan or a Euro-Dollar Loan and "Loans" means Base
Rate Loans or Euro-Dollar Loans or both.
"Loan Documents" shall mean this Note, and all other documents or
instruments now or hereafter executed in connection with the Loan or
securing the Loan, all as the same may be modified, supplemented or
amended from time to time.
"London Interbank Offered Rate" applicable to any Euro-Dollar Loan for any
Interest Period means the rate per annum determined on the basis of the
rate for deposits in Dollars of amounts equal or comparable to the
principal amount of such Euro-Dollar Loan offered for a term comparable to
such Interest Period, which rate appears on the display designated as a
Page "3750" of the Telerate Service (or such other page as may replace
page 3750 of that service or such other service or services as may be
nominated by the British Banker's Association for the purpose of
displaying London Interbank Offered Rates for U.S. dollar, deposits)
determined as of 1:00 p.m. New York City time, two (2) Euro-Dollar
Business Days prior to the first day of such Interest Period.
"PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.
"Person" means an individual, a corporation, a partnership, a limited
liability company, an unincorporated association, a trust or any other
entity or organization, including, but not limited to, a government or
political subdivision or an agency or instrumentality thereof.
"Plan" means at any time an employee pension benefit plan which is covered
by Title IV of ERISA or subject to the minimum funding standards under
Section 412 of the Code and is
5
<PAGE> 6
either (i) maintained by a member of the Controlled Group for employees of
any member of the Controlled Group or (ii) maintained pursuant to a
collective bargaining agreement or any other arrangement under which more
than one employer makes contributions and to which a member of the
Controlled Group is then making or accruing an obligation to make
contributions or has within the preceding five plan years made
contributions.
"Prime Rate" means that interest rate so denominated and set by the Lender
from time to time as an interest rate basis for borrowings. The Prime Rate
is but one of several interest rate bases used by the Lender. The Lender
lends at interest rates above and below the Prime Rate.
"Redeemable Preferred Stock" of any Person means any preferred stock
issued by such Person which is at any time prior to the Due Date either
(i) mandatorily redeemable (by sinking fund or similar payments or
otherwise) or (ii) redeemable at the option of the holder thereof.
"Regulation D" means Regulation D of the Board of Governors of the Federal
Reserve System, as in effect from time to time.
"Subsidiary" of any Person, means any corporation or other entity of which
securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons performing
similar functions are at the time directly or indirectly owned by such
Person.
"Type" as to a Loan shall mean its nature as a Euro-Dollar Loan or Base
Rate Loan.
INTEREST AND PAYMENT PROVISIONS
(a) Repayment of Principal. The unpaid principal of the Loans and
all accrued and unpaid interest and other fees thereon, if not sooner
paid, shall be due and payable in full on the Due Date.
(b) Interest.
(i) Each Loan shall at all times be either a Euro-Dollar
Loan or a Base Rate Loan and bear interest as provided
in this Section, provided that at any time a Loan may be
only one Type of Loan and there may be in effect only
one Interest Period. Prior to the commencement of each
Interest Period, the Borrower may elect, and shall give
the Lender notice of its election, whether the Loan
shall be a Euro-Dollar Loan or a Base Rate Loan during
such Interest Period, provided that
6
<PAGE> 7
(1) such notice shall be delivered to the Lender (A) not
later than 11:00 A.M. (Charlotte, North Carolina time)
on the third Euro-Dollar Business Day prior to the first
day of such Interest Period if the Borrower elects for a
Loan to be a Euro-Dollar Loan during such Interest
Period, or (B) not later than 11:00 A.M. (Charlotte,
North Carolina time) on the Domestic Business Day of the
first day of such Interest Period if the Borrower elects
for a Loan to be a Base Rate Loan during such Interest
Period, (2) if the Borrower shall fail to deliver such
notice to the Lender in timely manner as a set forth in
clause (1) of this sentence, then during such Interest
Period a Loan shall be a Euro-Dollar Loan with an
Interest Period of seven (7) days, and (3) at any time
in which there exists an Event of Default which has not
been waived by the Lender, the Borrower may not so elect
for a Loan to be a Euro-Dollar Loan.
(ii) Each Base Rate Loan shall bear interest on the
outstanding principal amount thereof, for each day from
the date such Loan is made until it becomes due, at a
rate per annum equal to the Base Rate for such day plus
the Applicable Margin. Such interest shall be payable on
each Interest Payment Date. Any overdue principal of
and, to the extent permitted by law, overdue interest on
any Base Rate Loan shall bear interest, payable on
demand for each day until paid at a rate per anum equal
to the sum of 2% plus the rate otherwise applicable to
Base Rate Loans for such day.
(iii) Each Euro-Dollar Loan shall bear interest on the
outstanding principal amount thereof, for the Interest
Period applicable thereto, at a rate per annum equal to
the Euro-Dollar Rate for such Interest Period; provided
that if any Euro-Dollar Loan shall, as a result of
clause (1)(c) of the definition of Interest Period, have
an Interest Period of less than 7 days, such Euro-Dollar
Loan shall bear interest during such Interest Period at
the rate applicable to Base Rate Loans during such
period. Such interest shall be payable on each Interest
Payment Date. Any overdue principal of and, to the
extend permitted by law, overdue interest on any
Euro-Dollar Loan shall bear interest, payable on demand,
for each day from and including the date payment thereof
was due to but excluding the date of actual payment, at
a rate per annum equal to the sum of 2% plus the rate
otherwise applicable to Base Rate Loans for such day
7
<PAGE> 8
(iv) The Lender shall determine each interest rate applicable
to the Loans hereunder. The Lender shall give prompt
notice to the Borrower of each rate of interest so
determined, and its determination thereof shall be
conclusive in the absence of manifest error.
(c) Optional Prepayments.
(i) The Borrower may, upon at least one Domestic Business
Days' notice to the Lender, prepay any Base Rate Loan in
whole at any time, by paying the principal amount to be
prepaid together with accrued interest thereon to the
date of prepayment. Each such prepayment shall be
applied to installments of principal in their inverse
order of maturity. Except as provided in Section (f),
the Borrower may not prepay all or any portion of the
principal amount of any Euro-Dollar Loan prior to the
end of the then applicable Interest Period.
(ii) Upon receipt of a notice of prepayment pursuant to this
paragraph, such notice shall not thereafter be revocable
by the Borrower.
(d) General Provisions as a to Payments.
(i) The Borrower shall make each payment of principal of,
and interest on, the Loans and of commitment fees
hereunder, not later than 11:00 A.M. (Charlotte, North
Carolina time) on the date when due, in Federal or other
funds immediately available in Charlotte, North
Carolina, to the Lender at its address referred to
herein.
(ii) Whenever any payment of principal of, or interest on, a
Base Rate Loan or of commitment fees shall be due on a
day which is not a Domestic Business Day, the date for
payment thereof shall be extended to the next succeeding
Domestic Business Day. Whenever any payment of principal
of, or interest on, a Euro-Dollar Loan shall be due on a
day which is not a Euro-Dollar Business Day, the date
for payment thereof shall be extended to the next
succeeding Euro-Dollar Business Day unless such
Euro-Dollar Business Day falls in another calendar
month, in which case the date for payment thereof shall
be the next preceding Euro-Dollar Business Day. If the
date for any payment of principal is extended by
operation of law or otherwise, interest thereon shall be
payable for such extended time.
8
<PAGE> 9
(e) Computation of Interest and Fees. Interest on Loans shall be
computed on the basis of a year of 360 days and paid for the actual number
of days elapsed, calculated as to each Interest Period or period fixed
pursuant to paragraph (b)(iii) from and including the first day thereof to
but excluding the last day thereof.
(f) Illegality. If, after the date hereof, the adoption of any
applicable law, rule or regulation, or any change therein, or any change
in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the
interpretation or administration thereof (any such agency being referred
to as an "Authority" and any such event being referred to as a "Change of
Law"), or compliance by the Lender (or its Lending Office) with any
request or directive (whether or not having the force of law) of any
Authority shall make it unlawful or impossible for the Lender (or its
Lending Office) to make, maintain or fund its Euro-Dollar Loans, the
Lender shall forthwith give notice thereof to the Borrower, whereupon
until the Lender notifies the Borrower that the circumstances giving rise
to such suspension no longer exist, the obligation of the Lender to make
or maintain Euro-Dollar Loans shall be suspended. Before giving any notice
to the Borrower, pursuant to this paragraph, the Lender shall designate a
different Lending Office if such designation will avoid the need for
giving such notice and will not, in the judgment of the Lender, be
otherwise disadvantageous to the Lender. If the Lender shall determine
that it may not lawfully continue to maintain and fund any of its
outstanding Euro-Dollar Loans to the maturity of the applicable Interest
Period and shall so specify in such notice, such Loan shall immediately be
converted to a Base Rate Loan and concurrently with such conversion, the
Borrower shall pay all accrued and unpaid interest on such Loan.
(g) Prime Loans Substituted for Affected Euro-Dollar Loans. If the
obligation of the Lender to make Euro-Dollar Loan has been suspended
pursuant to paragraph (f) and the Borrower shall, by at least five
Euro-dollar Business Days' prior notice to the Lender have elected that
the provisions of this paragraph (g) shall apply to the Lender, then,
unless and until the Lender notifies the Borrower that the circumstances
giving rise to such suspension or demand for compensation no longer apply
all Loans which would otherwise be made by the Lender as Euro-Dollar
Loans, shall be made or maintained instead as Base Rate Loans.
SET OFF
The Borrower hereby grants to the Lender, as security for the full and
punctual payment and performance of the indebtedness and obligations of the
Borrower under this Note, a continuing lien on and security interest in all
deposits and other sums credited by or due from the Lender to the Borrower or
subject to withdrawal by the Borrower; and regardless of the adequacy of any
collateral or other means of obtaining repayment or performance of such
indebtedness and obligations, at any time from and after the occurrence of an
Event of Default the Lender may, without notice to the
9
<PAGE> 10
Borrower, set off the whole or any portion or portions of any or all such
deposits and other sums against such indebtedness and obligations, whether or
not any other person (or persons) or entity (or entities) could also withdraw
money therefrom.
DEFAULT; ACCELERATION
If one or more of the following events ("Events of Default") shall have
occurred and be continuing:
(a) the Borrower shall fail to pay when due any payment of principal
on any of the Loans or shall fail to pay any interest on any of the Loans
within five (5) Domestic Business Days after such interest shall become
due, or shall fail to pay any fee or other amount payable hereunder within
five (5) Domestic Business Days after such fee or other amount becomes
due; or
(b) Borrower shall fail to observe or perform any covenant or
agreement contained in the Loan Documents (other than those covered by
clause (a) above) or if any default or event of default shall occur under
the terms of the Loan Documents; or
(c) any representation, warranty, certification or statement made or
deemed made by the Borrower in the Loan Documents or in any certificate,
financial statement or other document delivered pursuant to the Loan
Documents shall prove to have been incorrect in any material respect when
made (or deemed made); or
(d) the occurrence of a Default (as defined in the Existing
Syndicated Credit Agreement) or an Event of Default (as defined in the
Existing Syndicated Credit Agreement) under the Existing Syndicated Credit
Agreement,
then, and in every such event, the Lender may, at its option, by notice to
the Borrower declare this Note (together with accrued interest thereon) to
be, and this Note shall thereupon become, immediately due and payable
without presentment, demand, protest or other notice of any kind, all of
which are hereby waived by the Borrower. In the event this Note is placed
with an attorney at law for collection or enforcement, the Borrower agrees
to pay all costs of collection or enforcement, including, without
limitation, court costs and reasonable attorneys' fees.
REMEDIES CUMULATIVE, NO WAIVER, ETC.
Each right, power and remedy of the Lender as provided for in this Note or
in the other Loan Documents or now or hereafter existing at law or in equity or
by statute or otherwise shall be cumulative and concurrent and shall be in
addition to every other right, power or remedy provided
10
<PAGE> 11
for in this Note or in the other Loan Documents or now or hereafter existing at
law or in equity or by statute or otherwise, and the exercise or beginning of
the exercise by the Lender of any one or more of such rights, powers, or
remedies shall not preclude the simultaneous or later exercise by the Lender of
any or all such other rights, powers, or remedies. No failure or delay by the
Lender to insist upon the strict performance of any term, condition, covenant,
or agreement of this Note or of any of the other Loan Documents, or to exercise
any right, power or remedy consequent upon a breach thereof, shall constitute a
waiver of any such term, condition, covenant, or agreement or of any such
breach, or preclude the Lender from exercising any such right, power, or remedy
at any later time or times. By accepting payment after the due date of any
amount payable under this Note or under any of the other Loan Documents, the
Lender shall not be deemed to waive the right either to require prompt payment
when due of all other amounts payable under this Note or any of the other Loan
Documents or to declare an Event of Default for failure to effect such prompt
payment of any such other amount.
GOVERNING LAW
This Note shall be governed by and construed in accordance with the laws
of the State of North Carolina without regard to principles of conflicts of
laws.
PAYMENTS NOT TO VIOLATE APPLICABLE LAW
Nothing herein contained nor any transaction related thereto shall be
construed or so operate as to require the Borrower to pay interest at a rate
greater than permitted by applicable law, or to make any payment or to do any
act contrary to law, and the Lender shall reimburse the Borrower for any payment
which may inadvertently be required to be paid contrary to law; and if any
clauses or provisions herein contained operate or would prospectively operate to
invalidate this Note in whole or in part, then such clauses and provisions only
shall be held for naught, as though not herein contained, and the remainder of
this Note shall remain operative and in full force and effect.
WAIVERS
All parties to this Note, including endorsers, sureties and guarantors, if
any, hereby waive presentment for payment, demand, protest, notice of
non-payment or dishonor, and of protest, and any and all other notices and
demands whatsoever and agree to remain bound hereunder until the interest and
principal are paid in full notwithstanding any (a) release, surrender, waiver,
addition, substitution, exchange, compromise, modification of or to or
indulgence granted with respect to this Note or all or any part of any
collateral or security for this Note, (b) extension or extension of time for
payment which may be granted, even though the period of extension may be
indefinite, and (c) inaction by, or failure to assert any legal right available
to the holder of this Note.
11
<PAGE> 12
OBSERVANCE OF OTHER COVENANTS; REPRESENTATIONS
(a) The Borrower covenants and agrees that from the date hereof and until
payment in full of all amounts due under this Note, the Borrower shall observe,
perform and fulfill, for the benefit of the Lender, all of those covenants and
agreements, as the same are in effect on the date hereof, contained in the
Existing Syndicated Credit Agreement, as in effect on the date hereof, the
provisions of which (including, where pertinent, the defined terms used, and
other Sections of the Existing Syndicated Credit Agreement referenced, in such
Sections) are incorporated herein by reference, without regard and without
giving effect to any waivers given by the Banks (as defined in the Existing
Syndicated Credit Agreement) with respect to, or amendments agreed to by the
Borrower and the Banks (as defined in the Existing Syndicated Credit Agreement)
of any of such covenants and agreements, which covenants and agreements the
Borrower will continue to observe, perform and fulfill for the benefit of the
Lender notwithstanding that the indebtedness under the Existing Syndicated
Credit Agreement has been or hereafter may be partially or fully repaid or the
fact that the Existing Syndicated Credit Agreement otherwise might be terminated
(b) The Borrower hereby represents and warrants to the Lender as follows:
(i) The representations and warranties contained in the Existing
Syndicated Credit Agreement are true on and as of the date of this Note; and
(ii) No Default (as defined in the Existing Syndicated Credit
Agreement) or Event of Default (as defined in the Existing Syndicated Credit
Agreement), nor any act, event, condition or circumstance, which with the
passage of time or the giving of notice, or both, would constitute an Event of
Default (as defined in the Existing Syndicated Credit Agreement) under the
Existing Credit Agreement or any other Loan Document (as defined in the Existing
Syndicated Credit Agreement) has occurred and is continuing unwaived on the date
hereof.
12
<PAGE> 13
IN WITNESS WHEREOF, the undersigned has executed this instrument under
seal, the day and year first above written.
THE LIBERTY CORPORATION
By:____________________________
Name:__________________________
Title:_________________________
ATTEST:
_____________________
Its:_________________
[Corporate Seal]
13
