SC 13D 1 0001.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D THE LIBERTY CORPORATION --------------------- (Name of Issuer) COMMON STOCK, NO PAR VALUE --------------------------------------- (Title of Class of Securities) 530370-10-5 ----------- (CUSIP Number) ANTHONY PAGANO ROYAL BANK OF CANADA LAW DEPARTMENT ROYAL TRUST TOWER, 6TH FLOOR 77 KING STREET WEST TORONTO, ONTARIO CANADA M5K 1K5 Telephone: (416) 955-5967 ------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JUNE 30, 2000 -------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Page 1 of 14 pages SCHEDULE 13D ------------------------------------------------------------------------------- CUSIP No. 530370-10-5 Page 2 of 14 pages ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON: Royal Bank of Canada S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] ------------------------------------------------------------------------------- 3. SEC USE ONLY ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: Not applicable ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Canada ------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER: 0 -------------------------------------------- SHARES BENEFICIALLY 8. SHARED VOTING POWER: 4,352,517 * -------------------------------------------- OWNED BY EACH 9. SOLE DISPOSITIVE POWER: REPORTING 0 -------------------------------------------- PERSON WITH 10. SHARED DISPOSITIVE POWER: 3,917,265 * ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,352,517 * ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): (approx.) 22.31% * ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: BK ------------------------------------------------------------------------------- ------------------------ * The Reporting Person disclaims beneficial ownership of such shares and this statement shall not be construed as an admission that the Reporting Person is the beneficial owner of any securities covered by this Statement. 2 SCHEDULE 13D ------------------------------------------------------------------------------- CUSIP No. 530370-10-5 Page 3 of 14 pages ------------------------------------------------------------------------------- This statement is filed by Royal Bank of Canada ("Royal Bank"), with the U.S. Securities and Exchange Commission on July 10, 2000. ITEM 1. SECURITY AND ISSUER. This Statement relates to the common stock, no par value (the "Shares"), of The Liberty Corporation (the "Company"). The Company's principal executive offices are located at 2000 Wade Hampton Blvd., Greenville, South Carolina 29615. ITEM 2. IDENTITY AND BACKGROUND. This Statement is filed by Royal Bank, a Canadian commercial bank. Royal Bank has a principal place of business and principal office at 200 Bay Street, Toronto, Ontario, Canada M5J 2J5. For information required by Instruction C to Schedule 13D with respect to Royal Bank, reference is made to Schedule I annexed hereto and incorporated herein by reference. Neither Royal Bank, nor, to the best of Royal Bank's knowledge, any of the persons listed on Schedule I hereto, has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Certain shareholders (the "Shareholders"; each Shareholder being identified on Schedule II hereto) of the Company have entered into Shareholder Voting Agreements (described in Item 6 of this Schedule 13D and attached hereto as Exhibits A-1 through A-9) with respect to certain Shares beneficially owned by such Shareholders. No Shares were purchased by Royal Bank pursuant to the Shareholder Voting Agreements and thus no funds were used for such purpose. ITEM 4. PURPOSE OF THE TRANSACTION. Pursuant to the Purchase Agreement, dated June 19, 2000, between Royal Bank and the Company, a copy of which is attached as Exhibit B hereto (the "Purchase Agreement") and 3 SCHEDULE 13D ------------------------------------------------------------------------------- CUSIP No. 530370-10-5 Page 4 of 14 pages ------------------------------------------------------------------------------- subject to the terms and conditions therein, Royal Bank has agreed to purchase all of the outstanding shares of five wholly-owned subsidiaries of the Company along with certain intellectual property (the "Acquisition"). The five subsidiaries of the Company which are to be sold to Royal Bank are: Liberty Life Insurance, a South Carolina corporation; Liberty Insurance Services Corporation, a South Carolina corporation; Liberty Marketing Services Corporation, a South Carolina corporation; Liberty Capital Advisors Inc., a South Carolina corporation; and LC Insurance Limited, a Bermuda corporation. Except as described in the Purchase Agreement and in this Item 4, neither Royal Bank nor, to the best of Royal Bank's knowledge, any of the persons listed in Schedule I hereto has any present plans or proposals that would relate to or result in (i) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Company or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (iv) any change in the board of directors or management of the Company; (v) any material change in the present capitalization or dividend policy of the Company; (vi) any other material change in the Company's business or corporate structure; (vii) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions that might impede the acquisition of control of the Company by any person; (viii) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) or a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 (the "Act"), nor does Royal Bank have any plans or proposals which relate or would result in any action similar to any of those in clauses (i) to (ix). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As a result of the Shareholder Voting Agreements, Royal Bank may be deemed to have beneficial ownership of an aggregate of 4,352,517 Shares, which constitutes approximately 22.31% of the outstanding shares of voting stock of the Company on a fully-diluted basis. Reference is made to the information set forth in each Schedule A to each Shareholder Voting Agreement, which is incorporated herein by reference. 4 SCHEDULE 13D ------------------------------------------------------------------------------- CUSIP No. 530370-10-5 Page 5 of 14 pages ------------------------------------------------------------------------------- Royal Bank, however, hereby disclaims beneficial ownership of such Shares, and this statement shall not be construed as an admission that Royal Bank is, for any or all purposes, the beneficial owner of the securities covered by this statement. Other than as provided in the first sentence of this Item 5, neither Royal Bank nor, to the best knowledge of Royal Bank, any of the persons listed on Schedule I hereto, owns or has any right to acquire, directly or indirectly, the Shares. (b) Except to the extent that it may be deemed to by virtue of the Shareholder Voting Agreements, Royal Bank does not have sole power to vote or direct the vote, shared power to vote or to direct the vote, or the sole or shared power to dispose or to direct the disposition of any of the Shares. Royal Bank may be deemed in certain circumstances as more fully described in Item 6 to have the shared power with the Shareholders to vote 4,352,517 Shares and to dispose of 3,917,265 Shares. However, Royal Bank (i) is not entitled to any rights as a shareholder of the Company as to the Shares that are subject to the Shareholder Voting Agreements and (ii) disclaims any beneficial ownership of the Shares which are covered by the Shareholder Voting Agreements. The information required by Item 2 relating to the Shareholders is set forth on Schedule II. (c) Except pursuant to the Shareholder Voting Agreements, neither Royal Bank nor, to the best of Royal Bank's knowledge, any of the persons listed on Schedule I hereto, has effected any transaction in the Shares during the past 60 days. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On June 30, 2000, Royal Bank entered into Shareholder Voting Agreements with each of the Shareholders listed on Schedule II hereto. The following summary of certain provisions of the Shareholder Voting Agreements, which are filed as Exhibits A-1 through A-9 hereto, is qualified in its entirety by reference to the text of the Shareholder Voting Agreements. 5 SCHEDULE 13D ------------------------------------------------------------------------------- CUSIP No. 530370-10-5 Page 6 of 14 pages ------------------------------------------------------------------------------- Pursuant to the Shareholder Voting Agreements, each Shareholder irrevocably and unconditionally agrees that he or she will (a) vote, or cause to be voted, all of the shares of common stock of the Company set forth on Schedule A to such Shareholder's Shareholder Voting Agreement (the "Owned Shares") in favor of the Purchase Agreement and the Acquisition at any meeting or meetings of the Company's shareholders called to vote upon the Purchase Agreement and the Acquisition and (b) will not vote, or cause to be voted, such shares (or otherwise provide a proxy or consent or enter into another voting agreement with respect thereto) in favor of any other Acquisition Proposal (as defined in the Purchase Agreement). Each Shareholder has further agreed that he or she will not, without the prior written consent of Royal Bank, (a) directly or indirectly, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any of the Owned Shares, unless he or she receives (i) an irrevocable proxy, in form and substance substantially similar to the provisions of Section 2 of the Shareholder Voting Agreements, to vote such Owned Shares with respect to the Purchase Agreement and the Acquisition and (ii) an agreement identical in all material respects to such Shareholder's Shareholder Voting Agreement executed by the buyer of the Owned Shares the subject thereof, and (b) take any action that would prohibit, prevent or preclude Shareholder from performing its obligations under such Shareholder's Shareholder Voting Agreement. However, in certain circumstances each Shareholder may dispose of up to 10% of such Shareholder's Owned Shares. In addition, subject to certain conditions set forth in the Shareholder Voting Agreement, W. Hayne Hipp has agreed not to take any action that would prevent or otherwise adversely affect the consummation of the Acquisition and the other transactions contemplated by the Purchase Agreement. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A-1 through A-9 Shareholder Voting Agreements, dated as of June 30, 2000, between Royal Bank and the Shareholders. Exhibit B Purchase Agreement, dated as of June 19, 2000, between the Company and Royal Bank. 6 SCHEDULE 13D ------------------------------------------------------------------------------- CUSIP No. 530370-10-5 Page 7 of 14 pages ------------------------------------------------------------------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated as of July 10, 2000 ROYAL BANK OF CANADA By: /s/ Peter W. Currie ----------------------------------- Peter W. Currie Vice-Chairman and Chief Financial Officer 7 SCHEDULE 13D ------------------------------------------------------------------------------- CUSIP No. 530370-10-5 Page 8 of 14 pages ------------------------------------------------------------------------------- EXHIBIT INDEX Exhibit A-1 through A-9 Shareholder Voting Agreements, dated as of June 30, 2000, between Royal Bank and the Shareholders. Exhibit B Purchase Agreement, dated as of June 19, 2000, between the Company and Royal Bank. 8 SCHEDULE 13D ------------------------------------------------------------------------------- CUSIP No. 530370-10-5 Page 9 of 14 pages ------------------------------------------------------------------------------- SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF Royal Bank The following table sets forth the name and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such occupation or employment is conducted of each director and executive officer of Royal Bank. Unless otherwise indicated, the business address of each such person is c/o Royal Bank at 200 Bay Street, Toronto, Ontario, Canada, M5J 2J5 and each such person is a citizen of Canada. DIRECTORS PRESENT PRINCIPAL OCCUPATION John E. Cleghhorn Chairman and Chief Executive Officer, Royal Bank of Canada George A. Cohon Founder and Senior Chairman, McDonald's Restaurants McDonald's Place of Canada Limited Toronto, Ontario M3C 3L4 Canada G.N. (Mel) Cooper Chairman and Chief Executive Officer, Seacoast 825 Broughton Street Communications Group Inc. Victoria, British Columbia V8W 1E5 Canada John T. Ferguson Chairman of the Board, Princeton Developments Ltd. Suite 1400 9915-108 Street Edmonton, Alberta T5K 2G8 Canada L. Yves Fortier Chairman, Ogilvy Renault 1981 McGill College Avenue Montreal, Quebec H3A 3C1 Canada 9 SCHEDULE 13D ------------------------------------------------------------------------------- CUSIP No. 530370-10-5 Page 10 of 14 pages ------------------------------------------------------------------------------- The Hon. Marie Senior Partner, Desjardins Ducharme Stein Monast Gilberte Paule Gauthier Bureau 300 1150 de Claire-Fontaine Quebec, Quebec G1R 5G4 Canada J.M. Edward Newall Chairman of the Board, NOVA Chemicals Corporation Newall and Associates #2015 Bankers Hall 855 2nd Street S.W. Calgary, Alberta T2P 4J7, Canada David P. O'Brien Chairman, President and Chief Executive 1800 Bankers Hall Officer,Canadian Pacific Limited East, 855-2nd St. SW Calgary, Alberta T2P 4Z5, Canada Robert B. Peterson Chairman, President and Chief Executive Officer, 111 St. Clair Avenue Imperial Oil Limited West Toronto, Ontario M5W 1K3 Canada Hartley T. Richardson President and Chief Executive Officer, James Richardson Building Richardson & Sons, Limited 30th Floor One Lombard Place Winnipeg, Manitoba R3B 0Y1 Canada Kenneth C. Rowe Chairman and Chief Executive Officer, I.M.P. Group Suite 400 International Inc. 2651 Dutch Village Road Halifax, Nova Scotia B3L 4T1 Canada Joseph Guy Chairman of the Board, SNC-Lavalin Group Inc. Saint-Pierre 455 Rene - Levesque Blvd. West Montreal, Quebec H2Z 1Z3 Canada 10 SCHEDULE 13D ------------------------------------------------------------------------------- CUSIP No. 530370-10-5 Page 11 of 14 pages ------------------------------------------------------------------------------- Robert T. Stewart R.T. Stewart & Associates 1600-1095 W. Pender Street Vancouver, British Columbia V6E 2M6 Canada Joao Pedro Reinhard Executive Vice President and Chief Executive 2030 Dow Center Officer, The Dow Chemical Company Midland, Michigan 48674 USA Citzenship: Brazil Allan R. Taylor Retired Chairman and Chief Executive Officer, Royal Suite 1835-North Tower Bank of Canada Royal Bank Plaza Toronto, Ontario M5J 2J5 Canada Margaret Sheelagh Chair, President and Chief Executive Officer, EDS D. Whittaker Systemhouse Inc. 6th Floor 33 Yonge Street Toronto, Ontario M5E 1G4 Canada Victor L. Young Chairman and Chief Executive Officer, Fishery 70 O'Leary Avenue Products International Limited St. John's, Newfoundland A1B 2C7 Canada EXECUTIVE OFFICERS PRESENT EMPLOYMENT ------------------ ------------------ John E. Cleghorn Chairman and Chief Executive Officer Gordon J. Feeney Deputy Chairman Anthony S. Fell Deputy Chairman Chairman, RBC Dominion Securities Inc. Peter W. Currie Vice-Chairman and Chief Financial Officer Suzanne B. Labarge Vice-Chairman and Chief Risk Officer Martin J. Lippert Vice-Chairman and Chief Information Officer Citzenship: United States W. Reay Mackay Vice-Chairman, Wealth Management Chairman and Chief Executive Officer, Royal Trust James T. Rager Vice-Chairman, Personal & Commercial Banking Gordon M. Nixon Deputy Chairman and Chief Executive Officer, RBC Dominion Securities Inc. 11 SCHEDULE 13D ------------------------------------------------------------------------------- CUSIP No. 530370-10-5 Page 12 of 14 pages ------------------------------------------------------------------------------- W. James Westlake President and Chief Executive Officer, RBC Insurance Holdings Inc. 12 SCHEDULE 13D ------------------------------------------------------------------------------- CUSIP No. 530370-10-5 Page 13 of 14 pages ------------------------------------------------------------------------------- SCHEDULE II To the knowledge of Royal Bank, the name, business address, title, present principal occupation or employment of each of the Shareholders are as set forth below. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America. To the knowledge of Royal Bank, none of the persons listed below has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Present Principal Occupation Name and Residence or Business Including Name and Principal Business Address of Employer ------------------------------ -------------------------------------- W. Hayne Hipp............................Chairman, Chief Executive Officer, The Liberty Corporation and President, The Liberty 2000 Wade Hampton Blvd. Corporation (broadcasting and Greenville, SC 29615 insurance) Anna Kate Hipp...........................Investor 131 Huckleberry Ridge Greenville, SC 29609 John B. Hipp.............................Regional Director, Juvenile Diabetes Juvenile Diabetes Association Association (not-for-profit 235 Peachtree NE organization) Suite 675 Atlanta, GA 30303 Mary Jane Hipp Brock.....................Investor 765 Park Avenue., Apt. 7A New York, NY 10021 Dorothy G. Leland........................Investor 2707 Bayonne St. Sullivan's Island, SC 29482 William F. Hipp..........................Fleet Bank (banking) Fleet Bank 115 Perimeter Center Place NE Suite 500 Atlanta, GA 30346 Mason A. Goldsmith.......................Attorney, Love, Thornton, Arnold & Love, Thornton, Arnold & Thomason, Thomason, P.A. (law firm) P.A. 410 East Washington St. Greenville, SC 29601 13 SCHEDULE 13D ------------------------------------------------------------------------------- CUSIP No. 530370-10-5 Page 14 of 14 pages ------------------------------------------------------------------------------- Frances M. McCreery......................Investor 3190 Roundwood Rd. Chagrin Falls, OH 44022 Gail Hipp Cooke..........................Architect 770 Park Avenue, Apt. 10C New York, NY 10021 14