<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
THE LIBERTY CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
(LIBERTY LETTERHEAD)
- --------------------------------------------------------------------------------
The Liberty Corporation Box 789 Greenville, SC 29602-0789
March 29, 1999
Dear Shareholder:
We cordially invite you to attend the 1999 Annual Meeting of Shareholders
of The Liberty Corporation on Tuesday, May 4, 1999, at 10:30 a.m. in the
Company's Headquarters Building located at 2000 Wade Hampton Boulevard,
Greenville, South Carolina 29615.
The accompanying Notice of Meeting and Proxy Statement describe the matters
to be considered and voted upon at the meeting. We will also review the major
Company developments in 1998.
Your participation in the affairs of Liberty is important, regardless of
the number of shares you hold. To ensure your representation at the meeting,
whether or not you attend, please vote your proxy as soon as possible. This
year, shareholders of record may vote in any one of three ways: by calling the
toll-free number listed on the enclosed proxy card; by using the Internet as
instructed on the proxy card; or by signing, dating and returning the proxy card
in the enclosed postage-paid envelope.
We look forward to seeing you on May 4. Coffee will be served prior to the
meeting, when the members of the Board of Directors hope to visit with you.
Cordially,
/S/ HAYNE HIPP
HAYNE HIPP
President
<PAGE> 3
THE LIBERTY CORPORATION
WADE HAMPTON BOULEVARD
GREENVILLE, S. C. 29615
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
---------------------
March 29, 1999
To the Shareholders of The Liberty Corporation:
The Annual Meeting of Shareholders of The Liberty Corporation will be held
at The Liberty Corporation Headquarters Building, Wade Hampton Boulevard,
Greenville, South Carolina, on Tuesday, May 4, 1999 at 10:30 a.m., local time,
for the following purposes:
1. To elect four directors to serve for the terms indicated in the
Proxy Statement.
2. To ratify the selection of independent public accountants.
3. To transact such other business as may properly come before the
meeting.
Holders of Common Stock and Preferred Stock at the close of business on
March 15, 1999 will be entitled to vote at the meeting or any adjournment
thereof.
A copy of the 1998 Annual Report to Shareholders is enclosed.
By Order of the Board of Directors
Martha G. Williams
Vice President, General Counsel
& Secretary
EACH SHAREHOLDER IS URGED TO VOTE THE ENCLOSED PROXY PROMPTLY. IN THE EVENT
A SHAREHOLDER DECIDES TO ATTEND THE MEETING, HE MAY, IF HE WISHES, REVOKE HIS
PROXY AND VOTE HIS SHARES IN PERSON.
<PAGE> 4
Mailing Date: March 29, 1999
THE LIBERTY CORPORATION
WADE HAMPTON BOULEVARD
GREENVILLE, S. C. 29615
---------------------
PROXY STATEMENT
---------------------
The 1999 Annual Meeting of Shareholders of The Liberty Corporation
("Liberty" or the "Company") will be held on May 4, 1999 for the purposes set
forth in the Notice of Annual Meeting. The accompanying form of proxy is
solicited on behalf of the Board of Directors in connection with this meeting
and any adjournment thereof. Officers of Liberty may solicit proxies by mail,
telephone or other means of electronic transmission and personal interview,
which expense will be borne by Liberty. In addition, the Company has engaged the
services of Corporate Communications, Inc. to assist in the solicitation of
proxies at an estimated fee of $4,000 plus out-of-pocket expenses. Liberty will
also reimburse brokers, banks and other custodians, nominees and fiduciaries for
reasonable expenses incurred in forwarding proxy materials to beneficial owners
of the Company's stock and obtaining their voting instructions.
Each shareholder is entitled to one vote for each share of Common Stock and
each share of Preferred Stock of Liberty held at the close of business on March
15, 1999, the record date for the Annual Meeting. On that date there were
18,733,661 shares of Common Stock, 189,925 shares of Series 1994-A Preferred
Stock, 321,229 shares of Series 1994-B Preferred Stock, and 599,985 shares of
Series 1995-A Preferred Stock outstanding.
Shareholders of record may vote in any one of three ways: by calling the
toll-free number listed on the proxy card; by using the Internet as instructed
on the proxy card; or by marking, signing, dating and returning the proxy card
in the enclosed postage-paid envelope. A proxy in the accompanying form that is
properly executed, duly returned and not revoked, or proxies properly voted by
telephone or the Internet, will be voted in accordance with instructions
contained therein. If no instructions are given with respect to a matter to be
acted upon, proxies will be voted in accordance with the recommendations of the
Board of Directors on such matter. A proxy may be revoked at any time before it
is voted by written notice to the Company's Corporate Secretary, by delivery of
a later dated proxy (including a proxy given by telephone or the Internet), or
by attending the Annual Meeting and voting in person.
In voting on the election of directors, shareholders may vote in favor of
all nominees or withhold their votes as to some or all nominees. In voting on
the selection of independent public accountants, shareholders may vote FOR,
AGAINST or ABSTAIN with respect to the proposal. Unless other instructions are
indicated on the proxy card, or are given by telephone or the Internet, all
properly executed proxies received by the Company will be voted FOR the election
of all the nominees named under "Election of Directors" and FOR the selection of
Ernst and Young LLP as the Company's 1999 independent public accountants. Some
proxies may include broker non-votes. A broker non-vote occurs when a broker
holding stock in street name does not have discretion to vote the shares on a
particular matter without receiving specific instructions from the beneficial
owner and no such instructions have been received.
<PAGE> 5
The election of directors is decided by a plurality of the shares voting in
person or by proxy at the Annual Meeting. Votes withheld and broker non-votes
will not be included in vote totals for director nominees and will have no
effect on the outcome of the election. The selection of independent public
accountants will be determined by a majority of the shares voting in person or
by proxy at the Annual Meeting. Abstentions and broker non-votes will not affect
the outcome of the vote on this matter.
The presence, in person or by proxy, of at least a majority of the total
number of outstanding shares is necessary to constitute a quorum at the Annual
Meeting. Any proxy authorized to be voted at the meeting on any matter
(including on routine matters pursuant to the discretionary authority granted in
management's proxy), whether or not the proxy specifies to "WITHHOLD AUTHORITY",
to "ABSTAIN" or to effect a broker non-vote on any proposal, will be counted in
establishing a quorum.
ITEM 1. ELECTION OF DIRECTORS
INFORMATION RESPECTING THE BOARD AND NOMINEES
The Board, which held six meetings during 1998, has standing Audit,
Compensation, and Nominating Committees. The memberships and principal
responsibilities of these Committees are described below.
The Audit Committee, which met three times during 1998, currently includes
J. Thurston Roach, Chairman, John R. Farmer, William O. McCoy and William B.
Timmerman. The Audit Committee is responsible for recommending to the Board of
Directors the engagement or discharge of the independent public accountants,
reviewing with the independent public accountants the plan and results of the
audit engagement, overseeing the engagement or discharge of internal audit
accountants, maintaining regular communication with the providers of the
internal audit function, reviewing the scope and results of the Company's
internal audit procedures, approving the services to be performed by the
independent public accountants, reviewing the degree of independence of the
public accountants, considering the range of audit and non-audit fees and
reviewing the adequacy of the Company's system of internal accounting controls.
The Compensation Committee, which met three times during 1998, currently
includes John H. Mullin, III, Chairman, Rufus C. Barkley, Jr. and Eugene E.
Stone, IV. This Committee establishes the salaries and other forms of executive
compensation for senior executives of the Company and its subsidiaries, develops
and maintains compensation plans for such senior executives and grants benefits
under such plans.
The Nominating Committee, which met one time since the last annual meeting,
currently includes W. W. Johnson, Chairman, William O. McCoy and Dr. Benjamin F.
Payton. This Committee recommends selection to management and to the Board of
Directors of nominees for election as Directors and considers the performance of
incumbent Directors in determining whether to nominate them for re-election. The
Nominating Committee will consider nominees recommended by shareholders for the
2000 meeting provided such nominations are made in writing in accordance with
the procedures set forth in the Company's Bylaws and are submitted no later than
November 26, 1999 to the Corporate Secretary at the Company's above-stated
address for referral to the Nominating Committee.
The Board of Directors is divided into three classes; and at each annual
meeting, one class is elected. The Nominating Committee has recommended the
election of Rufus C. Barkley, Jr. as a Director to hold office for a term of one
year, expiring with the annual shareholders meeting to be held in 2000, and has
recommended the election of W. W. Johnson, Benjamin F. Payton and Eugene E.
Stone, IV as Directors to hold office for terms of three years, expiring with
the annual shareholders meeting to be held in 2002. All Directors will continue
in office until their successors are duly elected and qualified. The terms of
office of the other seven
2
<PAGE> 6
Directors continue until the annual meeting of shareholders held in the year
shown for their respective classes. The Board of Directors and management concur
in this recommendation.
Should any one or more of the nominees become unavailable to accept
nomination for election as a Director, the persons named in the enclosed proxy
will vote for the election of such other persons as management may recommend,
unless the Board reduces the number of Directors. The nominees receiving a
plurality of the votes cast will be elected as Directors.
Following is information about each nominee for Director or Director whose
term continues after the meeting, including certain biographical data.
NOMINEES FOR DIRECTOR
FOR A TERM EXPIRING IN MAY 2000:
RUFUS C. BARKLEY, JR. is the Chairman of the Board of Cameron and Barkley
Company, an industrial, electrical and electronics supplier of Charleston, South
Carolina, a position he has held since 1959. Mr. Barkley first became a Director
of Liberty in 1970. He is 69 years old.
FOR TERMS EXPIRING IN MAY 2002:
W. W. JOHNSON is Chairman of the Executive Committee of the Board of
Directors of Bank of America Corporation, a bank holding company, headquartered
in Charlotte, North Carolina. Prior to the 1998 merger of Bank of America
Corporation and NationsBank Corporation, he served in a similar capacity with
NationsBank Corporation. Mr. Johnson first became a Director of Liberty in 1973
and is also a Director of Bank of America Corporation and Alltel Corporation. He
is 68 years old.
BENJAMIN F. PAYTON is President of Tuskegee University, Tuskegee, Alabama.
He was elected a Director of Liberty in 1973 and is also a Director of AmSouth
Bancorporation, Morrison Health Care, Inc., Praxair, Inc., Ruby Tuesday, Inc.
and Sonat, Inc. Dr. Payton is 66 years old.
EUGENE E. STONE, IV, is Chairman of Umbro International, Inc., formerly
known as Stone Manufacturing Co., a marketer of soccer apparel and equipment.
Umbro's corporate headquarters are located in Greenville, South Carolina. Mr.
Stone first became a Director of Liberty in 1996 and also serves as a Director
of Carolina First Bank. He is 60 years old.
DIRECTORS CONTINUING IN OFFICE
TERMS EXPIRING IN MAY 2000:
HAYNE HIPP has served as Chief Executive Officer of Liberty since 1979, as
President since 1981 and as Chairman since 1995. He also served as Chairman of
Liberty Life (1979-1997). Mr. Hipp first became a Director of Liberty in 1977
and also serves on the Boards of Wachovia Corporation and SCANA Corporation. He
is 59 years old.
J. THURSTON ROACH has served as Chief Financial Officer and Senior Vice
President of Owens Corning, a producer of high performance glass fiber
composites and building materials, located in Toledo, Ohio, since January, 1999,
and previously served as President of its North American Building Materials
Systems Business beginning in February, 1998. Prior to that time, Mr. Roach
served as Vice Chairman of
3
<PAGE> 7
Simpson Investment Company (7/97-2/98), President of Simpson Timber Company
(1/96-7/97) and Senior Vice President, Chief Financial Officer and Secretary of
Simpson Investment Company (7/84-1/96). He was first elected a Director of
Liberty in 1994 and also serves as a Director of Advanced Glassfiber Yarns LLC.
Mr. Roach is 57 years old.
WILLIAM B. TIMMERMAN is Chairman of the Board, President and Chief
Executive Officer of SCANA Corporation, a utilities company located in Columbia,
South Carolina. He has held these positions since March 1, 1997. Mr. Timmerman
was elected President of SCANA in December 1995 and Chief Operating Officer in
August 1996. From May 1994 to December 1995, he was Executive Vice President,
Chief Financial Officer and Controller. Mr. Timmerman was first elected a
Director of Liberty in 1997 and also serves as a Director of ITC DeltaCom, Inc.,
Powertel, Inc. and Wachovia Bank of South Carolina. He is 52 years old.
TERMS EXPIRING IN MAY 2001:
EDWARD E. CRUTCHFIELD is Chairman and Chief Executive Officer of First
Union Corporation, a bank holding company, located in Charlotte, North Carolina.
Mr. Crutchfield has served as a Director of Liberty since 1989 and also serves
as a Director of VF Corporation. He is 57 years old.
JOHN R. FARMER is a Limited Partner of The Goldman Sachs Group, L.P., New
York, New York, and Vice Chairman of Goldman Sachs Europe, Limited, London,
England, investment banking firms. He assumed this position in 1994 and,
previously, served as a General Partner of Goldman, Sachs & Co. and Managing
Director of Goldman, Sachs, International. Mr. Farmer was first elected a
Director of Liberty in 1995. He is 60 years old.
WILLIAM O. MCCOY has been a partner with Franklin Street Partners, an
investment management firm, located in Chapel Hill, North Carolina, since
December, 1997. From February, 1995 until November, 1998, Mr. McCoy served as
Vice President and Chief Financial Officer of the University of North Carolina.
Previously, he served as Vice Chairman of the Board of BellSouth Corporation,
Atlanta, Georgia, and as President and Chief Executive Officer of BellSouth
Enterprises, Incorporated. Mr. McCoy has served as a Director of Liberty since
1984 and also serves as a Director of Carolina Power and Light Company, Kenan
Transport Company, Fidelity Investments and The Weeks Corporation. He is 65
years old.
JOHN H. MULLIN, III is Chairman of Ridgeway Farm, LLC, a company engaged in
timber and agricultural activities, located in Brookneal, Virginia. He also
serves as a Director of ACX Technologies, Inc., Alex. Brown Realty, Inc. and
Carolina Power and Light Company and is a Trustee of The Putnam Funds. Mr.
Mullin was first elected a Director of Liberty in 1989. He is 57 years old.
- ---------------
1. References to "Liberty Life" are to Liberty Life Insurance Company, a wholly
owned subsidiary of Liberty.
4
<PAGE> 8
EXECUTIVE COMPENSATION
The following information is given as to the chief executive officer and
the other four most highly compensated officers (collectively the "Senior
Executives") who received salary and bonus for 1998 from Liberty and its
subsidiaries of more than $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
----------------------- --------------------------
SHARES
RESTRICTED UNDERLYING ALL OTHER
STOCK STOCK COMPENSATION
NAME AND PRINCIPAL POSITION(1) YEAR SALARY ($) BONUS ($) ($) (2) OPTIONS (#) ($) (3)
------------------------------ ---- ---------- --------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
James M. Keelor 1998 $268,615 $273,859 $ -0-(4) 10,000 $15,360
President of Cosmos 1997 297,376 302,016 578,906(4) 30,000 22,147
1996 262,215 349,528 305,156 -0- 21,945
Hayne Hipp 1998 450,000 336,750 -0-(4) -0- 18,089
Chairman, President & CEO of 1997 412,500 104,700 1,218,750(4) -0- 24,030
Liberty 1996 383,333 101,000 937,500 -0- 23,743
Jennie M. Johnson 1998 226,188 112,250 -0-(4) 10,000 17,689
President of Liberty Insurance 1997 210,000 67,202 412,994(4) 30,000 21,611
Services 1996 186,666 77,723 290,625 -0- 21,022
Ronald F Loewen 1998 208,333 113,517 -0-(4) 10,000 17,153
President of Liberty Life 1997 200,000 71,877 365,625(4) 30,000 25,174
Martha G. Williams 1998 217,000 123,480 -0-(4) 7,500 18,089
Vice President, General Counsel & 1997 217,000 73,273 421,769(4) 30,000 23,192
Secretary of Liberty 1996 213,000 92,092 193,438 -0- 22,113
</TABLE>
- ---------------
(1) References to "Cosmos" are to Cosmos Broadcasting Corporation and to
"Liberty Insurance Services" are to Liberty Insurance Services Corporation.
All companies referenced are wholly owned subsidiaries of Liberty. Mr.
Loewen first became an Executive Officer of Liberty on January 1, 1997.
(2) The aggregate restricted shareholdings at December 31, 1998 for each
individual named in the Summary Compensation Table were as follows: James M.
Keelor -- 25,186 shares valued at $1,240,411; Hayne Hipp -- 101,200 shares
(including 31,200 phantom units) valued at $4,984,100; Jennie M. Johnson --
23,124 shares valued at $1,138,857; Ronald F Loewen -- 11,200 shares valued
at $551,600; and Martha G. Williams -- 16,834 shares valued at $829,075.
(See Note 4 below for information relating to forfeited Performance
Restricted Stock, which has not been included in the aggregate restricted
shareholdings shown here.) Dividends are paid on restricted stock at the
same rate as paid on all outstanding shares of the Company's Common Stock.
(3) "All Other Compensation" details Company contributions under the Retirement
and Savings Plan for each named individual during 1998 (the last completed
fiscal year).
(4) Excludes value of Performance Restricted Stock that was forfeited because
required 1997 and 1998 operating earnings targets were not met.
5
<PAGE> 9
STOCK OPTIONS
The following table sets forth information with respect to stock options
granted during 1998 to the Senior Executives named in the Summary Compensation
Table pursuant to the Performance Incentive Compensation Program.
STOCK OPTION GRANTS IN THE LAST FISCAL YEAR
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
% OF TOTAL
OPTIONS GRANTED EXERCISE OR GRANT DATE
OPTIONS TO EMPLOYEES BASE PRICE EXPIRATION PRESENT
NAME GRANTED IN FISCAL YEAR ($/SHARE) DATE VALUE ($)
- ---- ------- --------------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
James M. Keelor........................... 10,000 4.0% $42.125 2008 $ 90,700
Hayne Hipp................................ -0- n/a n/a n/a -0-
Jennie M. Johnson......................... 10,000 4.0% $42.125 2008 $ 90,700
Ronald F Loewen........................... 10,000 4.0% $ 50.00 2009 $121,000
Martha G. Williams........................ 7,500 3.0% $42.125 2008 $ 68,025
</TABLE>
In accordance with Securities and Exchange Commission ("SEC") rules, the
Black-Scholes pricing model was chosen to estimate the grant-date present value
of the options set forth in this table. The Company's use of this model should
not be constructed as an endorsement of its accuracy at valuing options. All
stock option valuation models, including the Black-Scholes model, require a
prediction about the future movement of the stock price. The real value of the
options in this table depends upon the actual performance of the Company's stock
during the applicable period.
6
<PAGE> 10
The information set forth in the following table includes the number of
shares of Common Stock acquired on exercise of stock options by the Senior
Executives named in the Summary Compensation Table during 1998 and the value
realized by these exercises calculated by multiplying the closing price of the
Company's stock on the exercise date by the number of shares acquired, less the
option price paid by the Senior Executives to the Company in order to acquire
these shares. Also shown is the number of unexercised options to purchase the
Company's Common Stock held by each of the Senior Executives at December 31,
1998, as well as the value of these unexercised options calculated by
multiplying the closing price of the Company's stock on December 31, 1998 by the
number of shares acquired, less the option price paid by the Senior Executives
to the Company in order to acquire these shares.
AGGREGATED OPTION EXERCISES IN 1998 AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF SHARES
UNDERLYING UNDERLYING
UNEXERCISED OPTIONS UNEXERCISED IN-THE-MONEY
SHARES AT 12/31/98 (#) OPTIONS AT 12/31/98 ($)
ACQUIRED ON ------------------- ------------------------
EXERCISE VALUE EXERCISABLE/ (1) EXERCISABLE/ (1)
NAME (#) REALIZED ($) UNEXERCISABLE (2) UNEXERCISABLE (2)
---- ----------- ------------ ------------------- ------------------------
<S> <C> <C> <C> <C>
James M. Keelor.................. 4,000 $129,000 (1) 26,000 (1) $514,875
(2) 34,000 (2) $278,250
Hayne Hipp....................... -0- -0- (1) -0- (1) -0-
(2) -0- (2) -0-
Jennie M. Johnson................ -0- -0- (1) 14,000 (1) $239,750
(2) 36,000 (2) $325,250
Ronald F Loewen.................. 4,000 $136,250 (1) 33,544 (1) $685,299
(2) 40,316 (2) $314,391
Martha G. Williams............... -0- -0- (1) 14,000 (1) $239,750
(2) 33,500 (2) $307,438
</TABLE>
Closing price of Company stock on New York Stock Exchange on December 31,
1998 was $49.25.
DIRECTORS COMPENSATION
In 1998 each Director who is not also an officer of Liberty or one of its
subsidiaries received $20,000 annual compensation, plus an award of 500 shares
of Performance Restricted Stock and 500 shares of Restricted Stock. Provided the
Company meets specific operating earnings targets for that year, 20% of the
Performance Restricted Stock award can be earned each year over the next five
years. The operating earnings targets for 1998 were not met, and the 20%
traunche for 1998 was forfeited. The Restricted Stock will vest 20% per year
over the next five years. Travel expenses incurred by a Director in attending a
meeting of the Board or a Committee are also reimbursed.
The Compensation Committee Report on Executive Compensation and the
performance graph which follow shall not be deemed to be incorporated by
reference into any filing made by the Company under the Securities Act of 1933
or the Securities Exchange Act of 1934, notwithstanding any general statement
contained in any such filing incorporating this proxy statement by reference,
except to the extent the Company incorporates such Report and graph by specific
reference.
7
<PAGE> 11
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is currently composed of Messrs. John H. Mullin,
III, Chairman, Rufus C. Barkley, Jr. and Eugene E. Stone, IV, all of whom are
non-employee directors. The Committee provides overall guidance to the
compensation programs and stock ownership plans established for the Company's
executive officers, comprised mainly of operating subsidiary managers. Set forth
below is the Committee's report addressing the Company's compensation policies
for 1998.
Policies. The Company's media and insurance businesses each have distinct
economic characteristics, marketplaces and operating conditions. To maintain and
grow the leadership position of the Company's operating subsidiaries in terms of
market share, revenue and profitability, the Compensation Committee establishes
compensation policies which are intended to: (1) reward capable and productive
employees and (2) reinforce the Company's business strategies.
At present, the executive compensation program is composed of annual
incentive cash bonus, long-term incentive awards of stock options, restricted
stock and phantom stock units, and salary and benefits generally available to
executives in the insurance and media industries. The Company is subject to the
loss of the deduction for compensation in excess of $1,000,000 paid to certain
of the Company's executives unless the design and administration of the
compensation programs comply with the requirements of Section 162(m) of the
Internal Revenue Code. The Company generally has endeavored to satisfy the
conditions required to preserve the deductibility of such executive compensation
in the past and will continue to do so in the future. However, in specific
situations after considering the costs of not satisfying Section 162(m) of the
Code, the Company appropriately rewards individual performance regardless of tax
deductibility.
Comparability. The Committee annually reviews the executive compensation
program, including an analysis of competitive market data. This data compares
the Company's compensation practices to those of groups of comparator companies
that have business operations in the insurance and media industries and that are
similar in size in terms of revenues and assets. Salaries are generally targeted
at the 50th percentile of the salaries of comparable positions at the comparator
companies. The opportunity for executive officers to earn compensation in excess
of the 50th percentile is provided by the annual performance-based bonus plan
and the long-term stock ownership plans. The Performance Graph in this proxy
statement displays, in addition to the Company and the S&P 500, the Dow Jones
Media and the Dow Jones Life Insurance indices. These indices are comprised of a
broad range of media and insurance companies, including those companies in the
comparator groups used for compensation purposes.
Annual Performance Incentive. The Compensation Committee's emphasis on
tying pay to corporate, business unit and individual performance is reflected in
the incentive bonuses awarded pursuant to the 1998 Management Bonus Plan (the
"Bonus Plan"). The Bonus Plan provided for cash bonus awards to executive
officers based on the 1998 actual versus target earnings performance of the
Company and its major business units and various other individual or operating
measures tailored to an individual executive's area of responsibility. As
earnings and shareholder value increase, bonus payouts increase proportionally.
The target awards set for the executive officers reflected the Committee's
subjective judgment as to the extent to which the participant could contribute
to the achievement of the Company's financial goals. Threshold actual earnings
of the Company and its business units were required before an executive officer
became eligible for a bonus. No bonuses would have been awarded to officers of
the Company or its business units if the actual earnings of the Company or the
relevant business unit had been lower than target earnings of the Company or the
relevant business unit by 10%.
8
<PAGE> 12
The bonus awards paid to the Company's executive officers ranged from 66%
to 194% of relevant target awards. The Chief Executive Officer's bonus award was
99% of his target award. 29% of combined salary and bonus paid to the executive
officers in 1998 was derived from the performance-based bonus. 35% of combined
salary and bonus paid to the Chief Executive Officer was derived from
performance-based bonus.
Long-term Performance Incentive. The Company's Performance Incentive
Compensation Program (the "Plan") is designed to align a significant portion of
the executive compensation program with shareholder interests. The Plan permits
the granting of several types of stock-based awards, all of which can be
performance based at the Committee's election:
- Stock Option. A right vesting over a period of years as established
by the Compensation Committee and terminating after ten years to
purchase shares of Common Stock at a price equal to the market value
of the Common Stock on the date the option is awarded.
- Restricted Stock. Shares of Common Stock which the recipient cannot
sell or otherwise dispose of until a restriction period lapses and
which are forfeited if the recipient terminates employment for any
reason other than retirement, disability or death prior to the lapse
of the restriction period.
- Phantom Units. Book accounts for participants which can be vested
in increments over time and paid by delivery of a number of shares
of Common Stock equal to the number of phantom shares held in the
book account and which are forfeited if the recipient terminates
employment for any reason other than retirement, disability or death
prior to vesting.
Formulas tied to an executive officer's base salary were utilized in
establishing the number of shares of restricted stock, performance-based
restricted stock and stock options for each 1998 award. No emphasis was placed
on the number of shares in previous awards. Performance-based restricted stock
must be earned by participants by meeting specific return on equity targets.
Certain participants (including the Chief Executive Officer) forfeited the 1998
traunche when 1998 return on equity targets were not achieved.
Salaries. Executive officers were granted base salary increases effective
May 1, 1998 after evaluating executives' levels of performance, responsibility
and internal equity issues, and after evaluating the range of salaries paid by
the comparative group of companies
Chief Executive Officer. After evaluating the competitive total
compensation market data for the comparator companies, at its February 3, 1998
meeting the Committee determined that the Chief Executive Officer's base salary
should be increased by $50,000. He has not received a stock-based award since
July 2, 1997.
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS:
John H. Mullin, III Rufus C. Barkley, Jr. Eugene E. Stone, IV
9
<PAGE> 13
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1998 there were no interlocking relationships involving the
Company's executive officers and its directors.
CERTAIN TRANSACTIONS
W. W. Johnson, Chairman of the Executive Committee of Bank of America
Corporation, an affiliate of NationsBank Corporation, is a Director of Liberty.
No executive officer of the Company serves on the Board of Directors of Bank of
America Corporation. Effective May 1, 1998, Liberty entered into a Credit
Agreement with a syndicate of banks pursuant to which Liberty could borrow up to
$300 million. Among the banks participating in the syndicate of banks and their
portion of the total debt at December 31, 1998 were: NationsBank for $18.9
million and First Union National Bank of North Carolina for $32.2 million.
Edward E. Crutchfield, Chairman and Chief Executive Officer of First Union
Corporation, is a Director of Liberty. No executive officer of the Company
serves on the Board of Directors of First Union. In addition to participating in
the syndicate of banks described in the previous paragraph, during 1998 Liberty
Life paid approximately $613,800 in service fees to First Union Corporation for
collecting and remitting the premiums for life, accidental death and disability
policies held by mortgage customers of First Union.
William B. Timmerman, Chairman of the Board, President and Chief Executive
Officer of SCANA Corporation, an affiliate of South Carolina Electric and Gas
Company, is a Director of Liberty. Liberty Life writes universal life insurance
policies for employees of South Carolina Electric and Gas Company. Premiums paid
on these policies totaled approximately $375,385 during 1998.
Management believes that the terms of the arrangements described in this
"Certain Transactions" section are as favorable to Liberty as are similar
transactions between unrelated parties.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS AND
CHANGE-OF-CONTROL ARRANGEMENTS
The Company has established a so-called "Rabbi Trust" by entering into a
trust agreement with Wachovia Bank, NA ("Trustee") to assure the satisfaction of
the obligations of the Company under phantom stock awards which relate to
deferred payments to the Chief Executive Officer ("Rabbi Trust"). Pursuant to
the Rabbi Trust, which is irrevocable, the Company has deposited, and is
obligated to maintain on deposit, with the Trustee, either amounts of cash or
marketable securities sufficient to fund such payments. The Rabbi Trust will
terminate upon the earlier of the exhaustion of the trust corpus or the final
payment to the executive pursuant to such phantom stock awards, and any
remaining assets will be paid to the Company.
10
<PAGE> 14
FIVE-YEAR SHAREHOLDER RETURN COMPARISON
The Performance Graph below compares cumulative, five-year shareholder
returns on an indexed basis with the S&P 500 Stock Index, the Dow Jones Media
Index and the Dow Jones Life Insurance Index.
PERFORMANCE GRAPH
COMPARISON OF FIVE YEAR CUMULATIVE RETURN *
AMONG THE LIBERTY CORPORATION, THE S&P 500 INDEX, THE DOW JONES
LIFE INSURANCE INDEX AND THE DOW JONES MEDIA INDEX
(PERFORMANCE GRAPH)
<TABLE>
<CAPTION>
DOW JONES
MEASUREMENT PERIOD THE LIBERTY DOW JONES INSURANCE -
(FISCAL YEAR COVERED) CORPORATION S&P 500 MEDIA LIFE
<S> <C> <C> <C> <C>
1993 100 100 100 100
1994 107 101 96 90
1995 146 139 138 125
1996 173 171 142 165
1997 210 229 201 245
1998 225 294 268 308
</TABLE>
* $100 invested on 12/31/93 in stock or index -- including reinvestment of
dividends. Fiscal year ending December 31.
11
<PAGE> 15
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table shows as of January 31, 1999, the shares of Liberty
Common Stock and Liberty Preferred Stock beneficially owned (as that term is
defined by Rule 13d-3 issued by the SEC under the Securities Exchange Act of
1934) by all persons who beneficially own more than 5% of the shares of each
such class of Liberty stock. Hayne Hipp and John B. Hipp are brothers. Jane Gage
Hipp Caulder, Mary Ladson Hipp Haddow, Edward F. Hipp, H. Neel Hipp, Jr. and
William F. Hipp are brothers and sisters. Jo Love Little, James S. Love, III and
Mary E. McMillan are brother and sisters.
<TABLE>
<CAPTION>
NATURE AND AMOUNT OF
BENEFICIAL OWNERSHIP
--------------------------------------------
SOLE VOTING SHARED VOTING TOTAL
AND/OR AND/OR SHARES PERCENTAGE PERCENTAGE
INVESTMENT INVESTMENT BENEFICIALLY OF OF
NAME AND ADDRESS(1) POWER(2) POWER(3) OWNED COMMON PREFERRED
- ------------------- ----------- ------------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C>
Jane Gage Hipp Caulder
Travelers Rest, SC................................. 186,099 1,206,583(4) 1,392,682 7.40% --
Gabelli Funds, Inc.
One Corporate Center
Rye, NY 10580-1434................................. 2,193,748(5) -0- 2,193,748 11.66% --
Mary Ladson Hipp Haddow
Atlanta, GA........................................ 150,730(6) 1,276,224(7) 1,426,954 7.58% --
Edward F. Hipp
Hendersonville, NC................................. 107,408 1,189,119(8) 1,296,527 6.89% --
H. Neel Hipp, Jr.
Greenville, SC..................................... 124,055(9) 1,422,586(10) 1,546,641 8.22% --
Hayne Hipp
Greenville, SC..................................... 376,111(11) 2,453,701(12) 2,829,812 15.04% --
John B. Hipp
Atlanta, GA........................................ 16,598 1,244,796(13) 1,261,394 6.70% --
William F. Hipp
Atlanta, GA........................................ 114,841(14) 1,354,037(15) 1,468,878 7.80% --
Frances M. McCreery
Chagrin Falls, OH.................................. 954,746 800(16) 955,546 5.08% --
William R. Patterson
999 Peachtree Street, NE
Atlanta, GA 30309-3996............................. -0- 2,129,746(17) 2,129,746 11.32% --
Jo Love Little
#2 Birch Cove
Gulfport, MS 39503................................. 174,490(18) -0- 174,490 -- 15.57%
James S. Love, III
12137 Hickman Road
Biloxi, MS 39532................................... 176,045(18) -0- 176,045 -- 15.71%
Mary E. McMillan
1200 Meadowbrook, #34
Jackson, MS 39206.................................. 171,224(18) -0- 171,224 -- 15.28%
</TABLE>
- ---------------
Notes:
(1) The mailing address for the individuals listed above, with the exception of
Gabelli Funds, Inc., Mr. Patterson, Ms. Little, Mr. Love and Ms. McMillan,
is P. O. Box 789, Greenville, South Carolina 29602.
12
<PAGE> 16
(2) Except as otherwise indicated in these Notes, each person has sole voting
and investment power with respect to the designated shares.
(3) Shares shown in this column are included in the totals for more than one
person as follows: (a) Hayne Hipp shares voting and investment power with
John B. Hipp and other persons with respect to 844,598 shares; (b) Hayne
Hipp shares voting and investment power with William R. Patterson and other
persons with respect to 416,000 shares; (c) Jane Gage Hipp Caulder, Mary
Ladson Hipp Haddow, Edward F. Hipp, H. Neel Hipp, Jr. and William F. Hipp
share voting and investment power with William R. Patterson and each other
with respect to 1,373,392 shares; (d) Jane Gage Hipp Caulder, Mary Ladson
Hipp Haddow, Edward F. Hipp, H. Neel Hipp, Jr. and William F. Hipp share
voting and investment power with each other and another individual with
respect to 70,000 shares; (e) H. Neel Hipp, Jr. shares voting and
investment power with the spouse of each of his brothers and sisters with
respect to 71,007 shares; and (f) H. Neel Hipp, Jr. shares voting and
investment power with William F. Hipp and another individual with respect
to 72,530 shares. Except as otherwise indicated in these Notes, both voting
and investment power are shared with respect to the shares designated in
this column.
(4) Includes 20,322 shares held of record by her husband or by or for her minor
children and 13,537 shares held in trust for the benefit of her children of
which her husband serves as Co-Trustee. Jane Gage Hipp Caulder disclaims
beneficial ownership of the 17,067 shares held by her husband and in trust
for her children.
(5) Amendment No. 22 to Schedule 13D filed with the SEC on January 27, 1999,
reflects that Gabelli Funds, Inc. is the ultimate parent of a variety of
companies engaged in the securities business and is the beneficial owner of
the above shares, including 2,158,848 shares for which sole voting power is
held and 2,193,748 shares for which sole investment power is held.
(6) Includes 2,200 shares held in trust for the benefit of her children of
which Mary Ladson Hipp Haddow serves as sole Trustee.
(7) Includes 1,568 shares held jointly with her husband, 69,654 shares held of
record by her husband or by or for her minor children and 37,062 shares
held in trust for the benefit of her children of which her husband serves
as Co-Trustee. Mary Ladson Hipp Haddow disclaims beneficial ownership of
the 52,998 shares held by her husband and in trust for her children.
(8) Includes 12,772 shares held of record by his wife or by or for his minor
children and 9,335 shares held in trust for the benefit of his children of
which his wife serves as Co-Trustee. Edward F. Hipp disclaims beneficial
ownership of these shares.
(9) Includes options to purchase 4,500 shares currently exercisable under
Liberty's Performance Incentive Compensation Program and 6,750 performance
restricted shares as to which he has sole voting but no investment power.
Also includes 14,300 shares held in trust for the benefit of his brother's
children of which he serves as sole Trustee.
(10) Includes 91,683 shares held of record by his wife or by or for his minor
children or adult child residing at home and 2,810 shares held in trust for
the benefit of his children of which he and his wife serve as Co-Trustees.
H. Neel Hipp, Jr. disclaims beneficial ownership of the 91,683 shares held
by his wife or by or for his minor children.
(11) Includes 70,000 restricted shares as to which he has sole voting power but
no investment power and 39,287 shares held in trust for the benefit of
charity and/or family and non-family members of which Hayne Hipp serves as
sole Trustee.
13
<PAGE> 17
(12) Includes 12,045 shares held of record by his wife and 287,420 shares held
in trust for the benefit of his children and/or charity of which his wife
serves as Co-Trustee.
(13) Includes 54,498 shares held of record by his minor children.
(14) Includes 1,740 shares held in trust for the benefit of his children of
which William F. Hipp serves as sole Trustee.
(15) Includes 92,754 shares held of record by his wife or by or for his minor
children and 21,073 shares held in trust for the benefit of his children of
which his wife serves as Co-Trustee. William F. Hipp disclaims beneficial
ownership of these shares.
(16) Includes 800 shares held in trust for the benefit of her husband. Frances
M. McCreery disclaims beneficial ownership of these shares.
(17) Includes 2,129,746 shares for which shared voting power is held and
1,789,392 shares for which shared investment power is held.
(18) The shares shown as being owned by Jo Love Little, James S. Love, III and
Mary E. McMillan are shares of Liberty's Series 1995-A Preferred Stock,
which entitles these holders to receive an equal number of shares of
Liberty Common Stock upon conversion of the shares of Preferred Stock.
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows the shares of Liberty Common Stock owned
beneficially (as that term is defined by Rule 13d-3 issued by the SEC under the
Securities Exchange Act of 1934), unless otherwise indicated, by each Director
and nominee and by all executive officers and Directors of Liberty as a group on
January 31, 1999.
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF SHARES OUTSTANDING SHARES
SHAREHOLDER OF COMMON STOCK OF COMMON STOCK
- ----------- ---------------- ------------------
<S> <C> <C>
Rufus C. Barkley, Jr....................................... 6,008(2) .03%
Edward E. Crutchfield...................................... 4,100(3) .02%
John R. Farmer............................................. 7,100(3) .03%
Hayne Hipp................................................. 2,829,812(4) 15.04%
Jennie M. Johnson.......................................... 57,973(5) .31%
W. W. Johnson.............................................. 2,900(3) .02%
James M. Keelor............................................ 102,646(6) .55%
Ronald F Loewen............................................ 50,944(7) .27%
William O. McCoy........................................... 4,500(3) .02%
John H. Mullin, III........................................ 4,100(3) .02%
Benjamin F. Payton......................................... 2,300(3) .01%
J. Thurston Roach.......................................... 4,100(3) .02%
Eugene E. Stone, IV........................................ 5,600(8) .03%
William B. Timmerman....................................... 2,100(3) .01%
Martha G. Williams......................................... 142,119(9) .76%
All Directors, Nominees for Director and Executive Officers
as a Group (16 persons).................................. 3,231,285(10) 17.17%
</TABLE>
- ---------------
(1) None of the Directors and executive officers is the beneficial owner of any
Preferred Stock or of any equity securities of any of Liberty's
subsidiaries. Except as otherwise indicated in these Notes, each of
14
<PAGE> 18
the individuals named above has sole voting and investment power with
respect to the shares listed for such person.
(2) Includes 1,950 restricted shares as to which he has sole voting power but
no investment power, 200 shares held of record by his wife, and 3,708
shares held by a family partnership of which Mr. Barkley is a general
partner and of which a trust established under his mother's will and Mr.
Barkley are the beneficiaries. Rufus C. Barkley, Jr. disclaims beneficial
ownership of the 200 shares held by his wife.
(3) Includes 1,950 restricted shares as to which he has sole voting power but
no investment power.
(4) See "Principal Holders of Voting Securities" table and Notes 3, 11 and 12
thereto for a more complete description of the nature and amount of
beneficial ownership by Hayne Hipp.
(5) Includes options to purchase 14,000 shares currently exercisable under
Liberty's Performance Incentive Compensation Program and 23,124 restricted
shares as to which she has sole voting power but no investment power.
(6) Includes options to purchase 26,000 shares currently exercisable under
Liberty's Performance Incentive Compensation Program and 25,186 restricted
shares as to which he has sole voting power but no investment power.
(7) Includes options to purchase 33,544 shares currently exercisable under
Liberty's Performance Incentive Compensation Program and 11,200 restricted
shares as to which he has sole voting power but no investment power.
(8) Includes 1,950 restricted shares as to which he has sole voting power but
no investment power and 2,500 shares held by a limited partnership as to
which he has shared voting and investment power. Mr. Stone disclaims
beneficial ownership of the 2,500 shares held by the limited partnership.
(9) Includes options to purchase 14,000 shares currently exercisable under
Liberty's Performance Incentive Compensation Program, 16,834 restricted
shares as to which she has sole voting power but no investment power, 1,000
shares held by her adult son residing at home, and 1,750 shares held in
trust for the benefit of family members of which her husband serves as sole
Trustee. Martha G. Williams disclaims beneficial ownership of the 2,750
shares held by her son and in trust for family members.
(10) Includes options to purchase 92,527 shares currently exercisable under
Liberty's Performance Incentive Compensation Program and 165,844 restricted
shares as to which they have sole voting power but no investment power.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Act of 1934 requires the Company's
Directors and executive officers and persons who own more than 10% of the
Company's Common Stock to file with the SEC and the New York Stock Exchange
various reports as to ownership of such Common Stock. Such persons are required
by SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file. To the Company's knowledge, based solely on a review of the copies of
such forms furnished to the Company and written representations to the Company
that no other reports were required, all the applicable Section 16(a) filing
requirements were complied with during 1998.
ITEM 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Subject to shareholder ratification, the Board of Directors has appointed
the firm of Ernst and Young LLP as independent public accountants for the year
1999. The appointment was made upon the recommendation of the Audit Committee,
which is composed of Directors who are not officers or otherwise employees of
Liberty.
15
<PAGE> 19
If the shareholders do not ratify the selection of Ernst and Young LLP, the
selection of independent certified public accountants will be reconsidered and
made by the Board of Directors. It is understood that even if the selection is
ratified, the Board of Directors, in its discretion, may direct the appointment
of a new independent accounting firm at any time during the year if the Board
feels that such a change would be in the best interests of the Company and its
shareholders.
The appointment of the firm of Ernst & Young LLP as independent public
accountants for Liberty was ratified by the shareholders at Liberty's last
Annual Meeting. Representatives of the firm are expected to be present at the
Annual Meeting of Shareholders and will be available to respond to appropriate
questions and will have the opportunity to make a statement should they so
desire.
Ratification of the appointment of independent public accountants requires
that the votes cast favoring the action exceed the votes cast opposing the
action. The Board of Directors and management recommend that the shareholders
vote "FOR" such ratification.
SHAREHOLDERS' PROPOSALS
To be considered for inclusion in the proxy materials for the Company's
2000 Annual Meeting, a shareholder proposal must be received by the Corporate
Secretary at the Company's above-stated address on or before November 26, 1999.
Any such proposal must comply with Rule 14a-8 of Regulation 14A of the SEC proxy
rules and must contain certain information specified in the Bylaws of the
Company.
To have a nomination or item of business brought before the Company's 2000
Annual Meeting, but not included in the Company's proxy material for that
meeting, a shareholder must deliver the required notice of such nomination or
item to the Corporate Secretary at the Company's above-stated address between
October 27, 1999 and November 26, 1999.
The Company's Bylaws set forth certain procedures that a shareholder must
follow and specific information which must be provided to nominate persons for
election as directors or to introduce an item of business at an annual meeting,
even if such item is not to be included in the Company's proxy material. A copy
of the Company's Bylaws, containing such procedural requirements and
information, may be obtained without charge by any shareholder by written
request addressed to the Corporate Secretary at the principal executive offices
of the Company.
OTHER MATTERS
The Board of Directors and management of Liberty knows of no business to be
presented at the meeting other than the two items specified above. If other
matters are duly presented for action, it is the intention of the persons named
in the enclosed proxy to vote on such matters in accordance with their judgment.
MARTHA G. WILLIAMS
Vice President, General Counsel
& Secretary
Greenville, South Carolina
March 29, 1999
16
<PAGE> 20
APPENDIX A
THE LIBERTY CORPORATION
This Proxy is solicited on behalf of the Board of Directors of the Corporation.
The undersigned hereby appoints Sophia G. Vergas and R. David Black, or either
of them, as proxies, with full power of substitution, to represent the
undersigned at the 1999 Annual Meeting of Shareholders of The Liberty
Corporation ("Liberty") to be held at 10:30 a.m. on May 4, 1999, at The
Liberty Corporation Headquarters Building, Wade Hampton Boulevard, Greenville,
South Carolina, and at any adjournment thereof, and to vote all the shares of
Liberty stock which the undersigned would be entitled to vote if personally
present.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN ACCORDANCE
WITH INSTRUCTIONS CONTAINED HEREIN. IN THE ABSENCE OF SUCH INSTRUCTIONS, THIS
PROXY WILL BE VOTED IN FAVOR OF ALL THE PROPOSALS.
- -------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Please sign exactly as name(s) appear(s) hereon. When signing as attorney,
executor, administrator, trustee, guardian or officer of a corporation, please
give full title as such.
- -------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
____________________________________ _______________________________________
____________________________________ _______________________________________
____________________________________ _______________________________________
<PAGE> 21
THE LIBERTY CORPORATION
1. Election of Directors:
FOR ALL FOR ALL
NOMINEES WITHHOLD EXCEPT
[ ] [ ] [ ]
Rufus C. Barkley, Jr.
W. W. Johnson
Benjamin F. Payton
Eugene E. Stone, IV
INSTRUCTION: To withhold authority to vote for a particular nominee, mark
the "For All Except" box and strike a line through the name(s) of the
nominee(s). Your shares will be voted for the remaining nominee(s).
2. Proposal to approve the appointment of FOR AGAINST ABSTAIN
Ernst & Young LLP as independent public [ ] [ ] [ ]
accountants for Liberty
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before said meeting.
CONTROL NUMBER:
RECORD DATE SHARES:
Please be sure to sign and date this Proxy. Date ________________________
________________________________ _____________________________
Shareholder(s) Sign Here Co-Owner Sign Here
