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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 Liberty 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
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(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 Liberty 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 Liberty Corporation Profit
Sharing Plan and Trust for all applicable participants employed by The Liberty
Corporation plus any participants affiliated with The Liberty Corporation which
include the following: Liberty Life Insurance Company, Liberty Capital Advisors,
Inc., Liberty Properties Group, Inc., Special Services Corporation, Liberty
Investment Group, Inc., Liberty Insurance Services Corporation, Pierce National
Life Insurance Company and State National Fire Company. The Liberty Corporation
plus all affiliated companies stated here will be referred to as the "Company".
The merged plan was renamed The Liberty Corporation Retirement and Savings Plan.
The merged plan provides expanded investment selections and will retain the
voluntary contribution, matching contribution, and profit sharing features for
eligible employees of the predecessor plans. Also, effective April 8, 1998, The
Liberty Corporation Retirement and Savings Plan was amended to state that all
participants that were employed by Pierce National Life Insurance Company on
March 31, 1998 shall be 100% vested in their employer contributions, and these
employees will no longer participate in The Liberty Corporation Retirement and
Savings Plan due to Pierce National Life Insurance Company being sold.
ITEM 2. CHANGES IN INVESTMENT POLICY
None.
ITEM 3. CONTRIBUTIONS UNDER THE PLAN
EMPLOYER'S PRETAX CONTRIBUTIONS
Contributions under the Plan by The Liberty Corporation and affiliated companies
(the "Company") are measured by reference to the employees' contributions which
may be on a pre-tax or after-tax basis. Employer matching contributions are made
only on pre-tax employee contributions in accordance with a formula set each
year by the employer's board of directors. During 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 $1,490,000 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 Liberty Corporation
may make a separate discretionary contribution at the discretion of the
Company's Board of Directors. If the Company elects to make a profit sharing
contribution, it will be allocated among all participants who (1) are employed
by The Liberty Corporation and affiliated companies at the end of the applicable
year and are credited with at least 1,000 hours of service for that year or (2)
retire, die or become disabled during the applicable year. This allocation will
be made after the end of the applicable year and will be based on each
participant's compensation relative to the total compensation of all eligible
participants (without regard to the participant's voluntary contributions).
Employer discretionary contributions totaling $2,467,000 in 1999, were credited
to the accounts of participating employees.
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ITEM 4. PARTICIPATING EMPLOYEES
There were 2,357 enrolled participants in the Plan as of December 31, 1999.
ITEM 5. ADMINISTRATION OF THE PLAN
(a) Parties responsible for the administration of the Plan are: (1) the
Plan Committee, made up of at least three members named by the Company,
(2) the Trustee and (3) the Plan Administrator which is named by the
Plan Committee.
The Plan Committee is responsible for the administration and operation
of the Plan, except as to responsibilities which have been specifically
assigned to the Trustee, to an Investment Manager, or to the Plan
Administrator. Present members of the Plan Committee are employed by
The Liberty Corporation or its subsidiaries and include the following:
Mary Anne Bunton
Bob Evans
Jennie Johnson
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 Ave.,
Denver, Colorado 80237. 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
(b) For the year ended December 31, 1999, expenses of administration of the
Plan of approximately $775,000, 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.
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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 $296,000 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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Liberty 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
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.
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Item 9. Financial Statements and Exhibits
Page No.
(a) Financial Statements
Report of Independent Auditors 8
Statements of Net Assets Available for Benefits 9
Statements of Changes in Net Assets Available for Benefits 10
Notes to Financial Statements 11
(b) Exhibits
Consent of Independent Auditors 17
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Report of Independent Auditors
Administrative Committee of The Liberty Corporation
Retirement and Savings Plan
and Board of Directors
The Liberty Corporation
We have audited the accompanying statements of net assets available for benefits
of The Liberty Corporation Retirement and Savings Plan as of December 31, 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
June 23, 2000
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The Liberty 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 $166,256 $179,186
Employer contributions receivable 2,467 3,061
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Total assets 168,723 182,247
Liability
Accrued expenses -- 152
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Net assets available for benefits $168,723 $182,095
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See accompanying notes
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The Liberty 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 $ 11,207 $ 22,257
Contributions:
Participants 3,166 3,220
Employer 3,957 4,622
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7,123 7,842
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Total additions 18,330 30,099
Deductions:
Benefits paid to participants 30,927 17,984
Administrative expenses 775 791
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Total deductions 31,702 18,775
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(Decrease) increase in net assets available for benefits (13,372) 11,324
Net assets available for benefits at beginning of year 182,095 170,771
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Net assets available for benefits at end of year $ 168,723 $182,095
========= ========
</TABLE>
See accompanying notes
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The Liberty Corporation
Retirement and Savings Plan
Notes to Financial Statements
December 31, 1999
1. DESCRIPTION OF PLAN
The following description of The Liberty 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 The Liberty
Corporation and related employers (Liberty Life Insurance Company, Liberty
Capital Advisors, Inc., Liberty Properties Group, Inc., Liberty Investment
Group, Liberty Insurance Services Corporation, and Special Services Corporation)
(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 to the profit-sharing portion of the Plan, discretionary
contributions equal to amounts authorized by the Board of Directors.
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 Liberty 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:
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. The Liberty Corporation Retirement and Savings Plan
was amended effective April 8, 1998 to state all participants who were employed
by Pierce National Life Insurance Company on March 31, 1998 were 100% vested in
their employer contributions due to sale of the company.
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 Liberty 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
$592,000 in 1999 and $272,000 in 1998 were used to reduce employer
contributions. The unallocated forfeitures were $355,000 and $194,000 at
December 31, 1999 and 1998, respectively.
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
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.
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The Liberty Corporation
Retirement and Savings Plan
Notes to Financial Statements (continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
3. INVESTMENT IN THE MASTER TRUST
Investments of the Plan are maintained in a Master Trust, which was established
for the investment of assets of the Plan and The Cosmos Broadcasting 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 67% and 70%, 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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The Liberty Corporation
Retirement and Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENT IN THE MASTER TRUST (CONTINUED)
Investment income for the Master Trust is as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1999 1998
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<S> <C> <C>
(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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</TABLE>
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 $263,000 in 1999 and $300,000 in 1998 from The
Liberty Corporation.
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The Liberty Corporation
Retirement and Savings Plan
Notes to Financial Statements (continued)
6. SUBSEQUENT EVENT
Pursuant to the Purchase Agreement dated as of June 19, 2000 (the "Agreement")
between The Liberty Corporation ("Liberty") and Royal Bank of Canada ("RBC"),
RBC has agreed to purchase certain wholly-owned subsidiaries of Liberty (each, a
"Subsidiary"). In connection with the consummation of the transactions
contemplated by the Agreement, the sponsorship of The Liberty Corporation
Retirement and Savings Plan (the "Plan") shall be assumed by a Subsidiary
designated by RBC. Following such assumption, such Subsidiary shall be, and
Liberty shall cease to be, the sponsor of the Plan.
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