===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 8-A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE LIBERTY CORPORATION
-------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
South Carolina 57-0507055
-------------------------------------------- --------------------------------
(State of incorporation or organization) (IRS Employer Identification No.)
P.O. Box 789
Wade Hampton Boulevard
Greenville, South Carolina 29602
-------------------------------------------- --------------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
-------------------------------------------- --------------------------------
Series A Participating Cumulative New York Stock Exchange
Preferred Stock Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
-------------------------------------------------------------------------------
(Title of Class)
===============================================================================
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
This Amendment No. 1 amends the Registrant's registration statement on
Form 8-A dated August 10, 1990 in connection with the Registrant's listing of
the Preferred Share Purchase Rights on the New York Stock Exchange.
This Amendment No. 1 is being filed to amend and restate Item 1 to this
Registration Statement and include as an exhibit to this Registration Statement
Amendment No. 1 dated as of June 1, 1999, Amendment No. 2 dated as of May 2,
2000 and Amendment No. 3 dated as of June 20, 2000, in each case amending the
Rights Agreement dated as of August 7, 1990. Except as amended hereby, there
are no other changes to this Registration Statement.
Item 1. Description of Registrant's Securities to be Registered.
Item 1 of this Registration Statement is hereby amended and restated in
its entirety to read in full as follows:
On August 7, 1990, the Board of Directors of The Liberty Corporation (the
"Company") declared a dividend of one right (each a "Right", collectively, the
"Rights") for each outstanding share of common stock, no par value (the "Common
Stock"), of the Company to common shareholders of record at the close of
business on September 6, 1990 (the "Record Date"). Each Right entitles the
registered holder to purchase from the Company a unit consisting of one
one-hundredth of a share (a "Unit") of Series A Participating Cumulative
Preferred Stock, no par value (the "Preferred Stock"), at a purchase price of
$150.00 per Unit (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement dated as of August
7, 1990, as amended as of June 1, 1999 (replacing The Bank of New York as
Rights Agent with American Stock Transfer & Trust Company) and as further
amended as of May 2, 2000 and June 20, 2000, between the Company and American
Stock Transfer & Trust Company, as Rights Agent (as amended, the "Rights
Agreement").
Initially, the Rights will be attached to all outstanding shares of Common
Stock, and no separate Right certificates will be distributed. The Rights will
separate from the Common Stock and a "Distribution Date" will occur upon the
earlier of (i) the tenth day after the date (the "Stock Acquisition Date") of
the first public announcement that a person or group of affiliated or
associated persons has become an Acquiring Person (as defined below) and (ii)
the tenth business day (or such later day as may be designated prior to the
occurrence of a Section 11(a)(ii) Event (as hereinafter defined) by action of
the Board of Directors) after the date of the commencement of a tender or
exchange offer by any person, if, upon consummation thereof, such person would
become an Acquiring Person.
An "Acquiring Person" means any person who, together with all affiliates
and associates of such person, on any date after August 7, 1990, becomes the
beneficial owner of 20% or more of the shares of Common Stock then outstanding,
but shall not include an Exempt Person (as hereinafter defined); provided,
however, that (a) if the Board of Directors of the Company determines (whether
prior to or after the date that, in the absence of such determination, would be
a Distribution Date) in good faith that a person who would otherwise be an
"Acquiring Person" became such inadvertently (including, without limitation,
because (i) such person was unaware that it beneficially owned a percentage of
Common Stock that would otherwise cause such person to be an "Acquiring Person"
or (ii) such person was aware of the extent of its beneficial ownership of
Common Stock but had no actual knowledge of the consequences of such beneficial
ownership under the Rights Agreement) and without any intention of changing or
influencing control of the Company, and if such person as promptly as
practicable (as determined, in good faith, by the Board of Directors of the
Company) divested or divests itself of beneficial ownership of a sufficient
number of shares of Common Stock so that such person would no longer be an
"Acquiring Person", then such person shall not be deemed to be an "Acquiring
Person" for any purposes of the Rights Agreement and (b) no person shall become
an "Acquiring Person" as the result of (i) an acquisition of shares of Common
Stock by the Company which, by reducing the number of shares outstanding,
increases the proportionate number of shares of Common Stock beneficially owned
by such person to 20% or more of the shares of Common Stock then outstanding,
(ii) an increase in the proportionate number of shares of Common Stock
beneficially owned by such person to 20% or more of the Common Stock of the
Company then outstanding (w) pursuant to a will or to the laws of descent and
distribution, (x) by reason of any direct or indirect transfer to a member of
the transferor's immediate
Page 2 of 6 Pages
<PAGE>
family or to a trust for the benefit of a member of the transferor's immediate
family (a "Transferee Trust"), (y) in connection with any divorce decree or
settlement or (z) by reason of a direct or indirect transfer of shares of
Common Stock held on the date of the Rights Agreement by any trust or at any
time by a Transferee Trust to any beneficiary of any such trust; or (iii) as a
result of any acquisition by such person of shares of Common Stock pursuant to
any employee benefit plan of the Company or any subsidiary of the Company;
provided further, however, that if a person shall become the beneficial owner
of 20% or more of the shares of Common Stock then outstanding by reason of any
of the transactions specified in the foregoing clauses (a) or (b) and shall
thereafter beneficially own any additional shares of Common Stock (other than
as specified in the foregoing clause (a) or (b) or pursuant to a dividend or
distribution paid or made by the Company on the outstanding Common Stock or
pursuant to a split or subdivision of the outstanding Common Stock), then such
person shall be deemed to be an "Acquiring Person" unless upon becoming the
beneficial owner of such additional shares of Common Stock such person does not
beneficially own 20% or more of the shares of Common Stock then outstanding;
provided further, however, that neither Royal Bank of Canada nor any Affiliate
of Royal Bank of Canada shall be deemed to have "Beneficial Ownership" of or to
"beneficially own" or to be a "Beneficial Owner" of any securities of the
Company for purposes of this Agreement solely by reason of either (x) that
certain Purchase Agreement by and between the Company and Royal Bank of Canada,
dated as of June 19, 2000 or (y) those certain voting agreements between Royal
Bank of Canada and certain of the Company's shareholders entered into in
connection with the transactions contemplated by the Purchase Agreement..
Until the Distribution Date (or earlier redemption or expiration of the
Rights), (i) the Rights will be evidenced by the Common Stock certificates and
will be transferred with and only with such Common Stock certificates, (ii) new
Common Stock certificates issued after the Record Date will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates for Common Stock will also constitute the transfer
of the Rights associated with the Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will expire
at the close of business on August 7, 2010, unless previously redeemed by the
Company, as described below.
As soon as practicable after the Distribution Date, Right Certificates
will be mailed to holders of record of Common Stock as of the close of business
on the Distribution Date and, thereafter, the separate Right Certificates alone
will represent the Rights.
If at any time following the Stock Acquisition Date, (i) the Company is
acquired in a merger or other business combination transaction, or (ii) 50% or
more of the Company's assets or earning power is sold, each holder of a Right
shall thereafter have the right to receive, upon exercise thereof at the then
current Purchase Price, common stock of the acquiring company having a value
equal to two times the Purchase Price. If a person or group of affiliated or
associated persons becomes an Acquiring Person, proper provision will be made
so that each holder of a Right, other than Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by an
Acquiring Person (which will thereafter be void), will thereafter have the
right to receive upon exercise that number of shares of Common Stock having a
market value of two times the Purchase Price.
The Purchase Price payable, and the number of Units of Preferred Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) if the holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or convertible securities
at less than the current market price of the Preferred Stock or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights
or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment
in cash will be made based on the market price of the Preferred Stock on the
last trading date prior to the date of exercise.
Page 3 of 6 Pages
<PAGE>
The Rights may be redeemed in whole, but not in part, at a price of $.01
per Right by the Board of Directors at any time until the occurrence of a
Section 11(a)(ii) Event or the expiration date.
Immediately upon the action of the Board of Directors ordering redemption
of the Rights, the Rights will terminate, and thereafter the only right of the
holders of Rights will be to receive shares of Common Stock or the redemption
price, as the case may be.
"Exempt Person" means the Company or any subsidiary of the Company, in
each case including, without limitation, in its fiduciary capacity, or any
employee benefit plan of the Company or of any subsidiary of the Company, or
any entity or trustee holding Common Stock for or pursuant to the terms of any
such plan or for the purpose of funding any such plan or funding other employee
benefits for employees of the Company or of any subsidiary of the Company.
"Section 11(a)(ii) Event" means an event, as the result of which, a
person, acting alone or together with its affiliates, becomes an Acquiring
Person.
Until a Right is exercised, the holder will have no rights as a
shareholder of the Company (beyond those as an existing shareholder), including
the right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to shareholders or to the Company, shareholders may,
depending upon the circumstances, recognize taxable income in the event that
the Rights become exercisable for Preferred Stock (or other consideration) of
the Company or for common stock of an acquiring company as set forth above.
Prior to the Distribution Date, the Rights Agreement may be amended in any
respect. After the Distribution Date, the Rights Agreement may be amended in
any respect that does not adversely affect Rights holders.
As of August 8, 1990 there were 7,826,863 shares of Common Stock
outstanding, no shares in the Company's treasury and 866,575 shares reserved
for issuance under the Company's stock option plans. Each outstanding share of
Common Stock on the Record Date received one Right. Shares of Common Stock
issued after the Record Date and prior to the Distribution Date will be issued
with a Right attached so that all shares of Common Stock outstanding prior to
the Distribution Date will have Rights attached. 140,000 shares of Preferred
Stock have been reserved for issuance upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person that attempts to acquire the Company without a
condition to such an offer that a substantial number of the Rights be acquired
or that the Rights be redeemed or declared invalid. The Rights should not
interfere with any merger or other business combination approved by the Board
of Directors since the Rights may be redeemed by the Company as described
above.
The foregoing description of the Rights Agreement is qualified in its
entirety by reference to the full text of the Rights Agreement, Amendment No. 1
to the Rights Agreement, Amendment No. 2 to the Rights Agreement and Amendment
No. 3 to the Rights Agreement, which are attached hereto as Exhibits 1, 2, 3, 4
and 5, respectively, and incorporated herein by reference.
Item 2. Exhibits
Item 2 of this Registration Statement is hereby amended by adding the
following new exhibits:
3. Amendment No. 1, dated as of June 1, 1999, to the Rights Agreement dated
as of August 7, 1990 between The Liberty Corporation and American Stock
Transfer & Trust Company, as Rights Agent (replacing The Bank of New York
as Rights Agent with American Stock Transfer & Trust Company).
Page 4 of 6 Pages
<PAGE>
4. Amendment No. 2, dated as of May 2, 2000, to the Rights Agreement dated as
of August 7, 1990 between The Liberty Corporation and American Stock
Transfer & Trust Company, as Rights Agent.
5. Amendment No. 3, dated as of June 20, 2000, to the Rights Agreement dated
as of August 7, 1990 between The Liberty Corporation and American Stock
Transfer & Trust Company, as Rights Agent.
Page 5 of 6 Pages
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
THE LIBERTY CORPORATION
By: /s/ Martha G. Williams
----------------------------------
Martha G. Williams
Vice President, General Counsel and Secretary
October 12, 2000
Page 6 of 6 Pages
