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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
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THE LIBERTY CORPORATION
(Name of Issuer)
THE LIBERTY CORPORATION
(Name of Person(s)) Filing Statement
COMMON STOCK
(Title Of Class of Securities)
530370 10 5
(CUSIP Number of Class of Securities)
Martha G. Williams
The Liberty Corporation
2000 Wade Hampton Blvd.
Box 19043
Greenville, South Carolina 29615
Phone: 864-609-8300
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
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Copy to:
Dennis Hersch
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
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February 11, 1998
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
$ 124,800,000 $ 24,960
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* Calculated solely for the purpose of determining the filing fee, based upon
the purchase of 2,400,000 shares at $52.00 a share.
[X] 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.
<TABLE>
<S> <C>
Amount previously paid: $ 20,800 Filing Party: The Liberty Corporation
Form or registration no.: Schedule 13E-4 Date Filed: February 11, 1998
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This Amendment No. 1 amends and supplements the Issuer Tender
Offer Statement on Schedule 13E-4 (the "Statement") dated February 11, 1998
filed by The Liberty Corporation, a South Carolina corporation (the "Company"),
relating to the Company's offer to purchase up to 2,000,000 shares of its
Common Stock, no par value (such shares, together with the associated
preferred stock purchase rights issued pursuant to the Rights Agreement, dated
as of August 7, 1990, between the Company and The Bank of New York, as Rights
Agent, are hereinafter referred to as the "Shares"), at prices not greater
than $52.00 nor less than $45.50 per Share, net to the seller in cash, as
specified by such stockholders, upon the terms and subject to the conditions
set forth in the Statement and in the related Letter of Transmittal (which
together constitute the "Offer").
Item 8. Additional Information
Item 8(e) is amended by adding the following paragraph:
The Offer expired at 12:00 midnight, New York City time, on
Wednesday, March 11, 1998. On March 12, 1998, the Company announced
that, based upon the preliminary results of the Offer, the Company
expects to purchase 2.4 million of the approximately 3.6 million
Shares that were tendered and not withdrawn at $52 per Share, which
the Company expects to be the purchase price for all Shares purchased
in the Offer. Of the approximately 3.6 million Shares tendered,
approximately 476,000 Shares were tendered pursuant to guaranteed
delivery. The Company has exercised its option to purchase an
additional 2 percent of its outstanding Shares as permitted by the
Offer, thus increasing the number of Shares to be purchased by
400,000. Due to the over subscription, Shares tendered will
be pro-rated (except for Shares tendered as "odd-lots" in the Offer,
which will be purchased in full). Prior to the Offer Liberty had
20,695,140 Shares outstanding. Following the purchase of Shares
tendered, Liberty will have approximately 18,600,000 Shares
outstanding. The Company estimates that the proration factor for the
Offer will be 77.7% percent, which does not include Shares tendered
pursuant to guaranteed delivery.
Item 9. Material to be Filed as Exhibits
Item 9 is amended by adding the following exhibit:
(a) (13) Form of News Release dated March 12, 1998.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
THE LIBERTY CORPORATION
By: /s/ Martha G. Williams
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Name: Martha G. Williams
Title: Vice President, General Counsel
and Secretary
Dated: March 12, 1998
EXHIBIT INDEX
Exhibit No. Description
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Exhibit (a) (13) Form of News Release dated March 12, 1998.
Liberty News Release
For further information:
(Analyst calls) Ken Jones (864) 609-3496
(News Media calls) Michael Flanning (864) 609-3594
THE LIBERTY CORP. ANNOUNCES PRELIMINARY RESULTS OF SELF-TENDER
GREENVILLE, S.C., March 12, 1998 - The Liberty Corp. (NYSE: LC)
announced today the preliminary count by Wachovia Bank, N.A., the depositary
for the Company's "Dutch auction" self-tender offer. Subject to final
verification, 2,400,000 shares of Liberty's common stock have been accepted
for purchase at a price of $52 per share.
Of the approximately 3,646,000 shares tendered, 476,000 shares
were tendered pursuant to guaranteed delivery. The self-tender offer began on
Feb. 11, 1998 and expired at midnight, EST, on March 11, 1998.
Liberty had offered to purchase up to 2 million shares at a
purchase price between $45.50 and $52 in the self-tender offer. The
company has decided to exercise its option to purchase an additional 2
percent of its outstanding shares as permitted by the offer. As a result,
Liberty increased the number of shares to be purchased by 400,000.
Prior to the self-tender offer Liberty had 20,695,140 shares of
common stock outstanding. Following the purchase of shares tendered, Liberty
will have approximately 18,600,000 shares of common stock outstanding.
Due to the over subscription, shares tendered will be
pro-rated, except for shares tendered as "odd-lots"-or fewer than 100
shares-which will be purchased in full. The proration factor is estimated to
be 77.7 percent, which does not include shares tendered pursuant to guaranteed
delivery.
Payment for shares properly tendered and accepted will be made
promptly, subject to proper delivery of shares according to the terms of the
offer.
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.
