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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, 1999
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 Cosmos Broadcasting Corporation Retirement and Savings Plan
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B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
THE LIBERTY CORPORATION
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (864) 609-8256
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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 17
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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 Cosmos Broadcasting Corporation Retirement and Savings Plan
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(Name of Plan)
The Liberty Corporation DATE: JUNE 27, 2000
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(Registrant/Issuer)
/s/ Kenneth W. Jones
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Kenneth W. Jones
Corporate Controller
/s/ Martha G. Williams
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Martha G. Williams
Vice President, General Counsel and Secretary
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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 Cosmos Broadcasting
Corporation Profit Sharing Retirement Plan and Trust (for all applicable Cosmos
participants). The merged plan was renamed The Cosmos Broadcasting 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 Cosmos employees of the predecessor
plan.
ITEM 2. CHANGES IN INVESTMENT POLICY
None.
ITEM 3. CONTRIBUTIONS UNDER THE PLAN
EMPLOYER'S PRETAX CONTRIBUTIONS
Contributions under the Plan by The Cosmos Broadcasting Corporation and
Cablevantage (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 1999, 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 $1,001,000 from January 1, 1999
to December 31, 1999 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 Cosmos Broadcasting
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 Company 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 $1,966,000 in 1999, were credited
to the accounts of participating employees.
ITEM 4. PARTICIPATING EMPLOYEES
There were 1,210 enrolled participants in the Plan as of December 31, 1999.
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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.
ITEM 5. ADMINISTRATION OF THE PLAN 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:
Artie L. Bedard
Mary Anne Bunton
Faith E. Gibson
Quentin Kennedy
Pamela A. Purvis
Samuel H. Schaeffer
G. Neil Smith
Sandra Carpenter Thompson
Evon A. Trotter
Stephen Watkins, Jr.
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 Institutional Trust Company, 7800 East Union Avenue,
Denver, Colorado 80217-3709. Neuberger & Berman Pension Management,
Inc. is the Investment Manager of the Neuberger & Berman Common Stock
Fund. Neuberger & Berman's address is 522 Fifth Avenue, New York, New
York 10036. 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
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ITEM 5. ADMINISTRATION OF THE PLAN (CONTINUED)
(b) For the year ended December 31, 1999, expenses of administration of the
Plan of approximately $372,000, including fees and expenses of Trustee,
Institutional Trust Company, and one of the Investment Managers,
Neuberger & Berman, and recordkeeper, Invesco Retirement Plan Services,
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, Institutional Trust Company, and the recordkeeper, Invesco
Retirement Plan Services received $142,000 in total during the year
ended December 31, 1999.
(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, 1999.
ITEM 8. INVESTMENT OF FUNDS
(a) For the period January 1, 1999 to December 31, 1999, employee
contributions and matching Employer contributions could be invested in
the following funds available for investment under the Plan:
Name of Fund Description of Fund
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Cosmos Unitized Fund A fund which invests solely in Common Stock
of The Liberty Corporation
Invesco Retirement Trust Stable A fund which invests in money market
Value Fund instruments
Neuberger & Berman Common Stock A fund which invests in common stocks of
Fund medium and large companies
Vanguard Institutional Bond Index A fund which invests in bond-related
Fund securities
Loomis Sayles Bond Fund A fund which invests in investment-grade
debt securities
Invesco Retirement Trust Total A fund which invests in a combination of
Return Fund equity & fixed income securities
Invesco Retirement Trust Index A fund which invests in U.S. common stock
500 Fund 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 A fund which invests in common stocks of
Cap Value Fund companies seeking a total return of 2% to 3%
higher than the Russell 2000 Small Stock
Index
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Item 8. Investment of Funds(continued)
For the two years ended December 31, 1999, 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, 1999, were directed to brokers because of research
services provided.
Item 9. Financial Statements and Exhibits
Page No.
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(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 17
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Report of Independent Auditors
Administrative Committee of The Cosmos Broadcasting Corporation
Retirement and Savings Plan
and Board of Directors
The Cosmos Broadcasting Corporation
We have audited the accompanying statements of net assets available for benefits
of The Cosmos Broadcasting Corporation Retirement and Savings Plan as of
December 31, 1999 and 1998, 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 auditing standards generally accepted
in the United States. 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, 1999 and 1998, and the changes in its net assets available for
benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States.
ERNST & YOUNG LLP
April 14, 2000
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The Cosmos Broadcasting Corporation
Retirement and Savings Plan
Statements of Net Assets Available for Benefits
DECEMBER 31
1999 1998
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(In thousands)
Assets
Interest in The Liberty Corporation Retirement
and Savings Trust $81,157 $75,659
Employer contributions receivable 1,966 1,761
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Total assets 83,123 77,420
Liability
Accrued expenses -- 63
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Net assets available for benefits $83,123 $77,357
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See accompanying notes
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The Cosmos Broadcasting Corporation
Retirement and Savings Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
Year ended December 31
1999 1998
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<S> <C> <C>
(In thousands)
Additions:
Net investment gain from participation in The Liberty
Corporation Retirement and Savings Trust $ 6,385 $10,310
Contributions:
Participants 2,149 1,963
Employer 2,967 2,578
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5,116 4,541
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Total additions 11,501 14,851
Deductions:
Benefits paid directly to participants 5,363 5,264
Administrative expenses 372 336
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Total deductions 5,735 5,600
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Net increase prior to merger 5,766 9,251
Transfer from Gray Communications Systems, Inc.
Capital Accumulation Plan -- 440
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Net increase 5,766 9,691
Net assets available for benefits:
Beginning of year 77,357 67,666
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End of year $83,123 $77,357
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</TABLE>
See accompanying notes
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The Cosmos Broadcasting Corporation
Retirement and Savings Plan
Notes to Financial Statements
December 31, 1999
1. DESCRIPTION OF PLAN
The following description of The Cosmos Broadcasting Corporation Retirement and
Savings Plan (Plan) provides only general information. Participants should refer
to the Plan agreement for a more complete description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan covering all employees of Cosmos
Broadcasting Corporation and related employers (CableVantage, Inc. and Carolina
Cable) (Company and Employer) who have completed 1,000 hours of service in a
calendar year or in the first 12 months of employment. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974.
CONTRIBUTIONS
Participation in the 401(k) portion of the Plan is voluntary. Each year
participants may contribute up to 13% of their compensation on either a pre-tax
or after-tax basis, or a combination of both, through payroll deductions.
Participants may also contribute amounts representing distributions from other
qualified defined benefit or defined contribution plans. The Company contributes
up to 3% of each participant's annual compensation. The annual 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). The Company
may contribute discretionary contributions equal to amounts authorized by the
Board of Directors to the profit-sharing portion of the Plan.
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. The benefit to which a participant is entitled is the benefit
that can be provided from the participant's account.
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The Cosmos Broadcasting Corporation
Retirement and Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF PLAN (CONTINUED)
VESTING
Participants are immediately vested in their contributions plus actual earnings
thereon. 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
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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.
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 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.
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The Cosmos Broadcasting Corporation
Retirement and Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF PLAN (CONTINUED)
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 approximately
$277,000 in 1999 and $131,000 in 1998 were used to reduce employer
contributions. The unallocated forfeitures were $117,000 and $120,000 at
December 31, 1999 and 1998, respectively.
REVERSION TO SPECIAL FUND
The Cosmos Broadcasting Corporation Pension Plan and Trust Agreement for
Technicians was terminated during 1992. In 1993, twenty-five percent (25%) of
the excess assets were reverted to a special fund within the Plan. The reversion
is to be allocated in no more than seven years to the accounts of those
participants who were active participants in the pension plan upon its
termination. An allocation of approximately $6,000 and $7,000 of the reversion
was made during 1999 and 1998, respectively.
TRUST TO TRUST TRANSFER
On August 3, 1998, the Company acquired the NBC affiliate, WALB-TV in Albany,
Georgia. Due to this acquisition the account balances attributable to former
employees of WALB-TV that were hired by the Company were transferred from Gray
Communications Systems, Inc. Capital Accumulation Plan into the Plan on December
1, 1998.
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The Cosmos Broadcasting 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
BASIS OF ACCOUNTING
The financial statements have been prepared on the accrual basis of accounting.
VALUATION OF INVESTMENTS HELD IN THE LIBERTY CORPORATION RETIREMENT AND SAVINGS
TRUST (MASTER TRUST)
The Plan's investments are stated at fair value, which equals the quoted market
price on the last business day of the plan year. The shares of registered
investment companies are valued at quoted market prices, which represent the net
asset values of shares held by the Plan at year-end. 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 in the 1998 financial statements have been reclassified to
conform to the 1999 presentation.
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The Cosmos Broadcasting Corporation
Retirement and Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENT IN THE MASTER TRUST
Investments of the Plan are maintained in the Master Trust, which was
established for the investment of assets of the Plan and The Liberty Corporation
Retirement and Savings Plan. Each participating retirement plan has an undivided
interest in the Master Trust. At December 31, 1999 and 1998, the Plan's interest
in the net assets of the Master Trust was approximately 33% and 30%,
respectively. The investments of the Master Trust, including investment income
and expenses are allocated to the Plan based upon its pro rata share in the net
assets of the Master Trust.
The following table presents the fair value of investments for the Master Trust
at December 31:
1999 1998
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(In thousands)
Investments at fair value:
Mutual funds $158,155 $176,163
Collective trust funds 85,737 74,173
Participant loans 3,521 4,508
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$247,413 $254,844
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Investment income for the Master Trust is as follows:
YEAR ENDED DECEMBER 31
1999 1998
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(In thousands)
Net appreciation in fair value of investments
determined by quoted market price:
Mutual funds $ 8,668 $27,868
Collective trust funds 5,223 938
Interest income 442 52
Dividend income 3,258 3,709
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Total investment income $17,591 $32,567
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The Cosmos Broadcasting Corporation
Retirement and Savings Plan
Notes to Financial Statements (continued)
4. INCOME TAX STATUS
The Plan received a determination letter from the Internal Revenue Service dated
October 20,1998, stating that the Plan is qualified under Section 401(a) of the
Internal Revenue Code (Code) and, therefore, the related trust is exempt from
taxation. The Plan has been amended since receiving the determination letter.
Once qualified, the Plan is required to operate in conformity with the Code to
maintain its qualification. The Plan Administrator 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 approximately $53,000 in 1999 and $40,000 in 1998
from The Liberty Corporation.
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