<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
(Mark One)
[XX] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________ to _____________
Commission File Number 1-5846
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
The Liberty Corporation Retirement and Savings Plan
---------------------------------------------------
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
THE LIBERTY CORPORATION
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
South Carolina 57-0507055
- ------------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Post Office Box 789, Wade Hampton Boulevard, Greenville, S. C. 29602
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (864) 609-8256
1
<PAGE> 2
REQUIRED INFORMATION
A. Financial Statements
Report of Independent Auditors 8
Statements of Net Assets Available for Benefits 9
Statements of Changes in Net Assets Available for Benefits 10
Notes to Financial Statements 11
B. Exhibits
Consent of Independent Auditors 22
2
<PAGE> 3
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
The Liberty Corporation Retirement and Savings Plan
- ---------------------------------------------------
(Name of Plan)
The Liberty Corporation Date: June 25, 1999
- -----------------------
(Registrant/Issuer)
/s/ Kenneth W. Jones
- --------------------
Kenneth W. Jones
Corporate Controller
/s/ Martha G. Williams
- ----------------------
Martha G. Williams
Vice President, General Counsel and Secretary
3
<PAGE> 4
Item 1. Plan History
Plan Amended and Restated.
Effective April 1, 1997, the net assets of The Liberty Corporation and Adopting
Related Employers' 401(k) Thrift Plan merged with The Liberty Corporation Profit
Sharing Plan and Trust for all applicable participants employed by The Liberty
Corporation plus any participants affiliated with The Liberty Corporation which
include the following: Liberty Life Insurance Company, Liberty Capital Advisors,
Inc., Liberty Properties Group, Inc., Special Services Corporation, Liberty
Investment Group, Inc., Liberty Insurance Services Corporation, Pierce National
Life Insurance Company and State National Fire Company. The Liberty Corporation
plus all affiliated companies stated here will be referred to as the "Company".
The merged plan was renamed The Liberty Corporation Retirement and Savings Plan.
The merged plan provides expanded investment selections and will retain the
voluntary contribution, matching contribution, and profit sharing features for
eligible employees of the predecessor plans. Also, effective April 8, 1998, The
Liberty Corporation Retirement and Savings Plan was amended to state that all
participants that were employed by Pierce National Life Insurance Company on
March 31, 1998 shall be 100% vested in their employer contributions, and these
employees will no longer participate in The Liberty Corporation Retirement and
Savings Plan due to Pierce National Life Insurance Company being sold.
Item 2. Changes in Investment Policy
None.
Item 3. Contributions Under the Plan
Employer's Pretax Contributions
Contributions under the Plan by The Liberty Corporation and affiliated companies
(the "Company") are measured by reference to the employees' contributions which
may be on a pre-tax or after-tax basis. Employer matching contributions are made
only on pre-tax employee contributions in accordance with a formula set each
year by the employer's board of directors. During 1998, the Company contributed
an amount equal to 100% of a participant's pre-tax contribution, up to a maximum
of 3% of the participant's compensation.
Employer pre-tax matching contributions totaling $1,637,000 from January 1, 1998
to December 31, 1998 were credited to the accounts of participating employees of
the "Company".
Employer's Discretionary Contributions
In addition to making a matching pre-tax contribution, The Liberty Corporation
may make a separate discretionary contribution at the discretion of the
Company's Board of Directors. If the Company elects to make a profit sharing
contribution, it will be allocated among all participants who (1) are employed
by The Liberty Corporation and affiliated companies at the end of the applicable
year and are credited with at least 1,000 hours of service for that year or (2)
retire, die or become disabled during the applicable year. This allocation will
be made after the end of the applicable year and will be based on each
participant's compensation relative to the total compensation of all eligible
participants (without regard to the participant's voluntary contributions).
Employer discretionary contributions totaling $3,061,000 in 1998, were credited
to the accounts of participating employees.
4
<PAGE> 5
Item 4. Participating Employees
There were 2,514 enrolled participants in the Plan as of December 31, 1998.
Item 5. Administration of the Plan
(a) Parties responsible for the administration of the Plan are: (1) the
Plan Committee, made up of at least three members named by the Company,
(2) the Trustee and (3) the Plan Administrator which is named by the
Plan Committee.
The Plan Committee is responsible for the administration and operation
of the Plan, except as to responsibilities which have been specifically
assigned to the Trustee, to an Investment Manager, or to the Plan
Administrator. Present members of the Plan Committee are employed by
The Liberty Corporation or its subsidiaries and include the following:
Mary Anne Bunton
Joel Conrad
Susan E. Cyr
Harold W. Huffstetler, Jr.
Kenneth W. Jones
Kenneth N. Keller
Doug W. Kroske
The Trustee is responsible for the management, investment and control
of the assets of the Trust established by the Plan, and for the
disbursements of benefits therefrom, except to the extent that the
Trustee may be relieved of investment responsibility by the appointment
of an Investment Manager or by direction of the Plan Committee. The
present Trustee is Invesco Retirement Plan Services, 1201 Peachtree
Street, N.E., Atlanta, Georgia 30361. Neuberger & Berman Pension
Management, Inc. ("Neuberger & Berman") and Hellman Jordan Management
Company, Inc. were Investment Managers of one of the nine funds
comprising the Plan entitled Liberty Neuberger & Berman/Hellman Jordan
Common Stock Fund (see page 9, Notes to Financial Statements -
Description of Plan for further details) until April 22, 1998.
Effective April 23, 1998, Neuberger & Berman Pension Management, Inc.
became the sole Investment Manager of the Neuberger & Berman Common
Stock Fund. Neuberger & Berman's address is 522 Fifth Avenue, New York,
New York 10036. Hellman Jordan Management Company, Inc.'s address is
P.O. Box 389, Boston, MA 02101. Liberty Investment Committee selects
investment managers for each fund. Each fund is managed by its
appointed investment manager and each investment manager has investment
responsibility for designated fund.
The Plan Administrator is currently an Administrative Committee which
is responsible for the daily administration and operational functions
of the Plan, including filing all reports with governmental agencies,
providing Plan participants with information, preparing year-end
reports to participants, maintaining all required records, interpreting
the provisions of the Plan and settling disputes over the rights of
employees, participants and beneficiaries. Present members of the
Administrative Committee are employed by The Liberty Corporation and
are stated as follows:
Mary Anne Bunton
Susan E. Cyr
5
<PAGE> 6
Item 5. Administration of the Plan (continued)
(b) For the year ended December 31, 1998, expenses of administration of the
Plan of approximately $791,000, including fees and expenses of Trustee,
and two of the Investment Managers, Neuberger & Berman and Hellman
Jordan, and recordkeeper, Aon Consulting, Inc., and external auditors,
Ernst & Young LLP were incurred and are paid out of the assets of the
Plan.
Item 6. Custodian of Investments
(a) Invesco Retirement Plan Services, 1201 Peachtree Street, N.E., Atlanta,
Georgia 30361.
(b) The Trustee, Investors Fiduciary Trust Company received $78,000 during
the year ended December 31, 1998.
(c) No bond was furnished by Invesco Retirement Plan Services, the
custodian of the Plan.
Item 7. Reports to Participating Employees
Each Plan participant receives a quarterly statement showing the balance in his
Plan account (including a breakdown of the amounts invested in each investment
fund offered), amounts contributed by him and by his Employer, dividends,
interest and other gains credited to his account, any amounts forfeited or
otherwise charged against his account, and additional shares purchased if the
employee has elected to have some or all of his and his Employer's contributions
invested in the Company's stock. These individualized reports, a copy of the
proxy statement and a copy of the summary annual report are the reports that
were distributed to Plan participants during the year ended December 31, 1998.
Item 8. Investment of Funds
(a) For the period January 1, 1998 to June 30, 1998, employee contributions
and matching Employer contributions could be invested in the following
funds available for investment under the Plan:
<TABLE>
<CAPTION>
Name of Fund Description of Fund
------------------------------------------------------- -------------------------------------------------------------
<S> <C>
Liberty Unitized Fund A fund which invests solely in Common Stock of The
Liberty Corporation
Vanguard Institutional Money Market Reserve Fund A fund which invests in money market instruments
Neuberger & Berman/Hellman Jordan A fund which invests in common stocks of medium
Common Stock Fund- Hellman Jordan portion and large companies
of fund was available January 1, 1998 to
April 22, 1998
Vanguard Institutional Bond Index Fund A fund which invests in bond-related securities
Loomis Sayles Bond Fund A fund which invests in investment-grade debt
securities
Vanguard Wellington Fund A fund which invests in common and preferred stocks and
debt securities
Vanguard Index 500 Fund A fund which invests in securities of companies listed on
the Standard and Poor's 500 index
Templeton Foreign Fund A fund which invests in foreign stocks and debt
securities
T. Rowe Price Small Cap Value Fund A fund which invests in common stocks of companies with
market capitalizations of $500 million or less
</TABLE>
6
<PAGE> 7
Item 8. Investment of Funds (continued)
For the period July 1, 1998 to December 31, 1998, employee
contributions and matching Employer contributions could be invested in
the following funds available for investment under the Plan:
<TABLE>
<CAPTION>
Name of Fund Description of Fund
------------------------------------------------------- -------------------------------------------------------------
<S> <C>
Liberty Unitized Fund A fund which invests solely in Common Stock of The
Liberty Corporation
Invesco Retirement Trust Stable Value Fund A fund which invests in money market instruments
Neuberger & Berman Common Stock Fund A fund which invests in common stocks of medium and
large companies
Vanguard Institutional Bond Index Fund A fund which invests in bond-related securities
Loomis Sayles Bond Fund A fund which invests in investment-grade debt
securities
Invesco Retirement Trust Total Return Fund A fund which invests in a combination of equity &
fixed income securities
Invesco Retirement Trust Index 500 Fund A fund which invests in U.S. common stock securities
This fund is seeking total return comparable to
Standard and Poor's 500 index.
GAM International Fund A fund which invests in foreign stocks and debt
securities
Invesco Retirement Trust Small Cap Value Fund A fund which invests in common stocks of companies
seeking a total return of 2% to 3% higher than
the Russell 2000 Small Stock Index
</TABLE>
For the two years ended December 31, 1998, there were brokerage
commissions paid by the Plan out of the Neuberger Berman/Hellman Jordan
Common Stock Fund only.
(b) No brokerage transactions effected for the Plan during the year ended
December 31, 1998, were directed to brokers because of research
services provided.
Item 9. Financial Statements and Exhibits
Page No.
--------
(a) Financial Statements
Report of Independent Auditors 8
Statements of Net Assets Available for Benefits 9
Statements of Changes in Net Assets Available for Benefits 10
Notes to Financial Statements 11
(b) Exhibits
Consent of Independent Auditors 22
7
<PAGE> 8
Report of Independent Auditors
Administrative Committee of The Liberty Corporation
Retirement and Savings Plan
and Board of Directors
The Liberty Corporation
We have audited the accompanying statements of net assets available for benefits
of The Liberty Corporation Retirement and Savings Plan as of December 31, 1998
and 1997, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1998 and 1997, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Ernst & Young LLP
Greenville, South Carolina
May 28, 1999
8
<PAGE> 9
The Liberty Corporation
Retirement and Savings Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
December 31
1998 1997
------------------------------------
(In thousands)
<S> <C> <C>
Assets
Interest in The Liberty Corporation Retirement and
Savings Trust $179,186 $167,606
Employer contributions receivable 3,061 3,191
------------------------------------
Total assets 182,247 170,797
Liability
Accrued expenses 152 26
------------------------------------
Net assets available for benefits $182,095 $170,771
====================================
</TABLE>
See notes to financial statements
9
<PAGE> 10
The Liberty Corporation
Retirement and Savings Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
Year Ended December 31
1998 1997
------------------------------------
(In thousands)
<S> <C> <C>
Additions:
Net investment gain of The Liberty Corporation Retirement
and Savings Trust $ 22,257 $ 29,523
Contributions:
Participants 3,220 2,407
Employer 4,622 4,459
------------------------------------
Total additions 30,099 36,389
Deductions:
Benefits paid to participants 17,984 9,985
Administrative expenses 791 848
------------------------------------
Total deductions 18,775 10,833
Net increase prior to merger 11,324 25,556
Merger from The Liberty Corporation and Adopting Related
Employers' 401K Thrift Plan -- 54,308
------------------------------------
Increase in net assets available for benefits 11,324 79,864
Net assets available for benefits at beginning of year 170,771 90,907
------------------------------------
Net assets available for benefits at end of year $182,095 $170,771
====================================
</TABLE>
See notes to financial statements
10
<PAGE> 11
The Liberty Corporation
Retirement and Savings Plan
Notes to Financial Statements
December 31, 1998
1. Description of Plan
The following description of the Plan provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions.
General
Any employee of the company who has completed 1,000 hours of service in a
calendar year or in the first 12 months of employment is eligible to participate
in the plan. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974.
Contributions
Participation in the 401k portion of the Plan is voluntary. Eligible employees
may elect to contribute up to a total of 13% of their compensation on either a
pre-tax or after-tax basis, or a combination of both, through payroll
deductions. Each participating employer makes matching contributions on pre-tax
employee contributions of up to 3% of each employee participants' annual
compensation. The matching percentage may be changed by resolution of the Board
of Directors of the Company, effective at the beginning of any plan year
(January 1). On an annual basis the respective subsidiaries of The Liberty
Corporation contribute to the profit-sharing portion of the Plan, in the
subsequent fiscal year, discretionary contributions equal to amounts authorized
by the Board of Directors of the respective subsidiary companies.
Upon enrollment, a participant may direct employee and employer contributions to
any of the Plan's fund options. Participants may change their investment options
daily.
Participant Accounts
Each participant's account is credited with the participant's contributions and
allocations of (a) the Company's contributions and (b) Plan earnings, and is
charged with an allocation of administrative expenses. Allocations are based on
participant contributions or account balances, as defined. Forfeited balances of
terminated participants' nonvested accounts are used to reduce future company
contributions.
11
<PAGE> 12
The Liberty Corporation
Retirement and Savings Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
Vesting
Amounts credited to a participant's employee account, either before tax or after
tax, are fully vested at all times. Amounts credited to a participant's employer
matching and discretionary account vest based on the total number of years of
service (as defined under the Plan) with the Company or its related employers:
Number of Years Percentage
of Service of Vesting
-------------------------- ----------------------
Less than 3 years -
3 years 25%
4 years 50%
5 years 75%
6 years 100%
All amounts credited to a participant's employee (before tax or after tax) and
employer matching accounts are fully vested upon termination of employment due
to a participant's death, total disability or retirement, or after a participant
has completed six or more years of service. Also, each employee is fully vested
at his or her 65th birthday. The Liberty Corporation Retirement and Savings Plan
was amended effective April 8, 1998 to state all participants who were employed
by Pierce National Life Insurance Company on March 31, 1998 shall be 100% vested
in their employer contributions due to the sale of Pierce National Life
Insurance Company.
12
<PAGE> 13
The Liberty Corporation
Retirement and Savings Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50% of their vested account balance.
Loan transactions are treated as a transfer from (to) the investment fund to
(from) the loan fund. Loan terms range from 1-5 years, unless the loan is used
for the purchase of a primary residence. The loans are secured by the balance in
the participant's account and bear interest at a rate commensurate with local
prevailing rates as determined by the Plan administrator. Principal and interest
is paid ratably through payroll deductions.
Payment of Benefits
A participant who has completed less than six years of service and is terminated
for any reason other than those mentioned above forfeits the non-vested amounts
in his employer matching account. All amounts credited to the employee's account
(before tax or after tax) and all vested amounts credited to the employer's
matching account are distributable upon termination in the form of a lump sum or
installment payments.
Forfeited Accounts
Forfeitures of non-vested balances in employer accounts of $272,000 in 1998 and
$135,000 in 1997 were used to reduce employer contributions. The unallocated
forfeitures were $194,000 and $198,000 at December 31, 1998 and 1997,
respectively.
Plan History
Effective April 1, 1997, the net assets of The Liberty Corporation and Adopting
Related Employers' 401(k) Thrift Plan, a "qualified cash or deferred arrangement
plan" under Section 401K of the Internal Revenue Code (for all applicable
participants) merged with The Liberty Corporation Profit Sharing Retirement Plan
and Trust, a discretionary profit sharing plan. The merged plan was renamed The
Liberty Corporation Retirement and Savings Plan ("the Plan"). The merged plan
provides expanded investment options and will retain the voluntary contribution,
matching contribution and profit sharing features for eligible "Company"
employees of the predecessor plans.
13
<PAGE> 14
The Liberty Corporation
Retirement and Savings Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100 percent vested in their accounts.
2. Summary of Significant Accounting Policies
Investment Valuation and Income Recognition
With respect to the Plan's investment in the Liberty Corporation Retirement and
Savings Trust (Master Trust), marketable securities are stated at fair value.
The participant loans are valued at their outstanding balances, which
approximate fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates that effect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
Reclassifications
Certain amounts for 1997 have been reclassified to conform with 1998 financial
statement presentation.
3. Investment in the Master Trust
Investments of the Plan are maintained in a Master Trust. The Liberty
Corporation Retirement and Savings Trust is a master trust established to
provide the trust functions for the assets and liabilities of the following
retirement plans: The Liberty Corporation Retirement and Savings Plan and The
Cosmos Broadcasting Corporation Retirement and Savings Plan. Employees of The
14
<PAGE> 15
The Liberty Corporation
Retirement and Savings Plan
Notes to Financial Statements (continued)
3. Investment in the Master Trust (continued)
Liberty Corporation, Liberty Life Insurance Company, Pierce National Life
Insurance Company, Cosmos Broadcasting Corporation, Liberty Capital Advisors,
Inc., Liberty Properties Group, Inc., Liberty Investment Group, Liberty
Insurance Services Corporation and Special Services Corporation participate in
the above-stated plans. The combined investments of the Master Trust, and Master
Trust income (including unrealized appreciation or depreciation in fair value of
investments) are allocated between the plans based on respective participant
account balances. The Plan had an approximate 70% share and 72% share of the net
assets of the Master Trust at December 31, 1998 and 1997, respectively. The
Liberty Corporation Retirement and Savings Plan was amended effective April 8,
1998 to state that Pierce National Life Insurance Company employees will no
longer participate in The Liberty Corporation Retirement and Savings Plan due to
Pierce National Life Insurance Company being sold.
The investments of the Master Trust are held by Invesco Retirement Plan
Services. The financial information by investment fund within the Master Trust
relating to net assets available for benefits as of December 31, 1998 and 1997
is presented on the following pages. The following 1997 information has been
corrected to reflect the continuing investment in The Liberty Corporation
Retirement and Savings Trust.
15
<PAGE> 16
The Liberty Corporation
Retirement and Savings Plan
Notes to Financial Statements (continued)
3. Investment in the Master Trust (continued)
The following table presents the fair value of the investments for the Master
Trust at December 31:
<TABLE>
<CAPTION>
1998 1997
------------------------------------
(In thousands)
<S> <C> <C>
Assets
Investments at fair value:
Money market funds $ 37,835 $ 26,476
Mutual funds 212,501 202,538
Loans 4,508 4,550
------------------------------------
Net assets available for benefits $254,844 $233,564
====================================
</TABLE>
Investment income for the Master Trust is as follows:
<TABLE>
<CAPTION>
Year ended December 31
1998 1997
------------------------------------
(In thousands)
<S> <C> <C>
Net appreciation in fair value of investments
determined by quoted market price:
Shares of registered investment company $28,806 $36,616
Interest income 52 1,158
Dividend income 3,709 3,848
------------------------------------
Total investment income $32,567 $41,622
====================================
</TABLE>
16
<PAGE> 17
The Liberty Corporation
Retirement and Savings Plan
Notes to Financial Statements (continued)
3. Investment in the Master Trust (continued)
The following table presents the changes in net assets available for benefits,
with fund information of the Plan for the year ended December 31, 1998:
<TABLE>
<CAPTION>
Fund
-------------------------------------------------------------------------
Neuberger &
Berman/
Invesco Hellman
Retirement Jordan Loomis
Liberty Trust Common Vanguard Inst. Sayles
Year ended December 31, 1998 Unitized Stable Value Stock Bond Index Bond
(In thousands): Fund Fund Fund Fund Fund
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in
fair value of investments $ 1,067 $ -- $ 16,644 $ 195 $ (240)
Interest -- (44) -- -- 60
Dividends -- 864 15 747 347
-------------------------------------------------------------------------
Total investment income 1,067 820 16,659 942 167
Contributions:
Participants 414 244 1,310 184 83
Employer 660 529 1,958 319 116
-------------------------------------------------------------------------
Total contributions 1,074 773 3,268 503 199
-------------------------------------------------------------------------
Total additions 2,141 1,593 19,927 1,445 366
Deductions from net assets attributed to:
Benefits paid to participants 2,602 1,842 6,562 1,025 275
Administrative expenses 8 152 555 14 1
-------------------------------------------------------------------------
Total deductions 2,610 1,994 7,117 1,039 276
Interfund transfers (net) (3,482) 31,894 (10,060) 548 (318)
-------------------------------------------------------------------------
Net (decrease) increase (3,951) 31,493 2,750 954 (228)
Net assets available for benefits at
beginning of year 19,709 -- 91,718 10,207 3,814
-------------------------------------------------------------------------
Net assets available for benefits at
end of year $ 15,758 $ 31,493 $ 94,468 $11,161 $ 3,586
=========================================================================
</TABLE>
17
<PAGE> 18
<TABLE>
<CAPTION>
Information
- ----------------------------------------------------------------------------------------------------------------------------------
Invesco Invesco Invesco Vanguard T. Rowe
Retirement Retirement Retirement Inst. Money Price
Trust Total Trust GAM Trust Small Market Vanguard Vanguard Templeton Small
Return Index 500 International Cap Value Reserve Wellington Index 500 Foreign Cap Loan
Fund Fund Fund Fund Fund Fund Fund Fund Value Fund Total
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 89 $ 636 $ (283) $ (462) $ - $ 390 $ 1,384 $ 24 $ 79 $ - $19,523
- - - - - - - - - - 16
(24) (10) 36 (15) 609 84 65 - - - 2,718
- ----------------------------------------------------------------------------------------------------------------------------------
65 626 (247) (477) 609 474 1,449 24 79 - 22,257
96 189 59 101 175 96 143 43 83 - 3,220
214 344 89 169 59 50 53 22 40 - 4,622
- ----------------------------------------------------------------------------------------------------------------------------------
310 533 148 270 234 146 196 65 123 - 7,842
- ----------------------------------------------------------------------------------------------------------------------------------
375 1,159 (99) (207) 843 620 1,645 89 202 - 30,099
153 524 25 67 3,187 146 680 280 133 483 17,984
- - - - 31 8 14 1 7 - 791
- ----------------------------------------------------------------------------------------------------------------------------------
153 524 25 67 3,218 154 694 281 140 483 18,775
5,359 10,475 1,960 3,971 (18,633) (5,758) (9,038) (2,518) (4,734) 334 -
- ----------------------------------------------------------------------------------------------------------------------------------
5,581 11,110 1,836 3,697 (21,008) (5,292) (8,087) (2,710) (4,672) (149) 11,324
- - - - 21,008 5,292 8,087 2,710 4,672 3,554 170,771
- ----------------------------------------------------------------------------------------------------------------------------------
$5,581 $11,110 $1,836 $3,697 $ - $ - $ - $ - $ - $3,405 $182,095
==================================================================================================================================
</TABLE>
18
<PAGE> 19
The Liberty Corporation
Retirement and Savings Plan
Notes to Financial Statements (continued)
3. Investment in the Master Trust (continued)
The following table presents the changes in net assets available for benefits,
with fund information of the Plan for the year ended December 31, 1997:
<TABLE>
<CAPTION>
Fund
-------------------------------------------------------------------------
Vanguard
Cash and Inst. Money
Money Intermediate Cash Liberty Market
Year ended December 31, 1997 Market Bond Equivalents Unitized Reserve
(In thousands): Fund Fund Fund Fund Fund
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in
fair value of investments $ -- $ (11) $ -- $ 3,347 $ --
Interest 212 99 -- 2 --
Dividends -- -- -- 27 897
-------------------------------------------------------------------------
Total investment income 212 88 -- 3,376 897
Contributions:
Participants -- -- -- 372 286
Employer -- -- -- 671 650
-------------------------------------------------------------------------
Total contributions -- -- -- 1,043 936
-------------------------------------------------------------------------
Total additions 212 88 -- 4,419 1,833
Deductions from net assets attributed to:
Benefits paid to participants 227 255 -- 1,454 1,909
Administrative expenses 5 1 -- 14 46
-------------------------------------------------------------------------
Total deductions 232 256 -- 1,468 1,955
Interfund transfers (net) (16,153) (6,361) -- (2,488) 13,657
-------------------------------------------------------------------------
Net (decrease) increase prior to merger (16,173) (6,529) -- 463 13,535
Merger from The Liberty Corporation and
Adopting Related Employers' 401K
Thrift Plan -- -- -- 13,497 7,473
-------------------------------------------------------------------------
Net (decrease) increase (16,173) (6,529) -- 13,960 21,008
Net assets available for benefits at
beginning of year 16,173 6,529 -- 5,749 --
-------------------------------------------------------------------------
Net assets available for benefits at
end of year $ -- $ -- $ -- $ 19,709 $21,008
=========================================================================
</TABLE>
19
<PAGE> 20
<TABLE>
<CAPTION>
Information
- ---------------------------------------------------------------------------------------------------------------------
Neuberger & T. Rowe
Berman/ Vanguard Loomis Price
Hellman Jordan Inst. Sayles Vanguard Vanguard Templeton Small
Common Stock Bond Index Bond Wellington Index 500 Foreign Cap Loan
Fund Fund Fund Fund Fund Fund Value Fund Total
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 22,324 $ 505 $ (55) $ (96) $ 399 $ (474) $ 242 $ - $ 26,181
102 - - - - - - - 415
262 513 166 366 114 292 290 - 2,927
- ---------------------------------------------------------------------------------------------------------------------
22,688 1,018 111 270 513 (182) 532 - 29,523
1,066 177 49 115 157 71 114 - 2,407
1,912 336 101 217 300 95 177 - 4,459
- ---------------------------------------------------------------------------------------------------------------------
2,978 513 150 332 457 166 291 - 6,866
- ---------------------------------------------------------------------------------------------------------------------
25,666 1,531 261 602 970 (16) 823 - 36,389
5,079 480 26 62 150 25 102 216 9,985
736 22 1 6 10 1 6 - 848
- ---------------------------------------------------------------------------------------------------------------------
5,815 502 27 68 160 26 108 216 10,833
(16,405) 4,990 3,580 4,758 7,277 2,752 3,957 436 -
- ---------------------------------------------------------------------------------------------------------------------
3,446 6,019 3,814 5,292 8,087 2,710 4,672 220 25,556
25,816 4,188 - - - - - 3,334 54,308
- ---------------------------------------------------------------------------------------------------------------------
29,262 10,207 3,814 5,292 8,087 2,710 4,672 3,554 79,864
62,456 - - - - - - - 90,907
- ---------------------------------------------------------------------------------------------------------------------
$ 91,718 $10,207 $3,814 $5,292 $8,087 $2,710 $4,672 $3,554 $170,771
=====================================================================================================================
</TABLE>
20
<PAGE> 21
The Liberty Corporation
Retirement and Savings Plan
Notes to Financial Statements (continued)
4. Income Tax Status
The Plan received a favorable determination letter dated October 20, 1998 from
the Internal Revenue Service. This determination letter states that the Plan, as
amended and restated, will continue to be qualified under Section 401(a) of the
Internal Revenue Code, and the related trust is not subject to income taxation.
The Plan is required to operate in conformity with the Internal Revenue Code to
maintain its qualification. The Plan Committee believes the Plan is being
operated in compliance with the applicable requirements of the Code and,
therefore, believes that the Plan is qualified and the related trust is tax
exempt.
5. Transactions with Parties-In-Interest
The Plan received dividends of $300,000 in 1998 and $27,000 in 1997 from The
Liberty Corporation and interest of $1,374,000 in 1998 and $212,000 in 1997 from
a short-term investment fund sponsored by the Plan trustee.
6. Year 2000 (Unaudited)
The Plan Sponsor has developed a plan to modify its internal information
technology to be ready for the Year 2000 and has begun converting critical data
processing systems. The project also includes determining whether third party
service providers have reasonable plans in place to become Year 2000 compliant.
The Plan Sponsor currently expects the project to be substantially complete by
mid-1999 and does not expect this project to have a significant effect on plan
operations.
21
<PAGE> 22
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-22285) pertaining to The Liberty Corporation Retirement and Savings
Plan of our report dated May 28, 1999, with respect to the financial statements
of The Liberty Corporation Retirement and Savings Plan included in this Annual
Report (Form 11-K) for the year ended December 31, 1998.
ERNST & YOUNG LLP
Greenville, South Carolina
June 25, 1999
22
