-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BsyiYNQowPVjnI4m+ffB/rSfY7Idy73m8k22I7Fy/84XpO8EWEsXLycFGfvNXi33 aue+n6clViK2aUuJlSeJpA== /in/edgar/work/0000950103-00-001140/0000950103-00-001140.txt : 20001013 0000950103-00-001140.hdr.sgml : 20001013 ACCESSION NUMBER: 0000950103-00-001140 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20001012 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIBERTY CORP CENTRAL INDEX KEY: 0000059229 STANDARD INDUSTRIAL CLASSIFICATION: [6311 ] IRS NUMBER: 570507055 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-05846 FILM NUMBER: 739131 BUSINESS ADDRESS: STREET 1: 2000 WADE HAMPTON BLVD CITY: GREENVILLE STATE: SC ZIP: 29615 BUSINESS PHONE: 8646098256 MAIL ADDRESS: STREET 1: P O BOX 789 STREET 2: WADE HAMPTON BLVD CITY: GREENVILLE STATE: SC ZIP: 29602 8-A12B/A 1 0001.txt =============================================================================== 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) =============================================================================== 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 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 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 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 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 EX-3 2 0002.txt APPOINTMENT OF SUCCESSOR RIGHTS AGENT AND AMENDMENT TO THE RIGHTS AGREEMENT THIS APPOINTMENT OF SUCCESSOR RIGHTS AGENT AND AMENDMENT TO THE RIGHTS AGREEMENT (the "Amendment"), is made and entered into as of the first day of June, 1999, by and between The Liberty Corporation (the "Company") and American Stock Transfer & Trust Company ("American"). WITNESSETH: WHEREAS, the Company and The Bank of New York have entered into the Rights Agreement dated as of August 7, 1990 (the "Rights Agreement"); and WHEREAS, pursuant to the Rights Agreement the Company appointed The Bank of New York as Rights Agent to act as agent for the Company in accordance with the terms and conditions set forth in the Rights Agreement; and WHEREAS, The Bank of New York has resigned as Rights Agent and the Company is desirous of appointing American as successor to the Rights Agent; and WHEREAS, it is further desirous that the Rights Agreement be modified in certain particulars. NOW, THEREFORE, the parties hereto agree as follows: 1. Pursuant to Section 21, Change of Rights Agent, of the Rights Agreement, the Company does hereby appoint American as the successor to the Rights Agent and American does hereby accept the appointment as successor to the Rights Agent. 2. Section 21, Change of Rights Agent, is hereby modified to require that any successor Rights Agent at the time of its appointment as Rights Agent have a combined capital and surplus of at least $10,000,000. 3. Section 25, Notices, is hereby modified to state that any notice or demand to the Rights Agent authorized by the Rights Agreement will be sufficient if given or made by first-class mail (postage prepaid) to (i) in the case of any transfer or exchange of Right Certificates pursuant to Section 6, American Stock Transfer & Trust Company, 40 Wall Street, 46th Floor, New York, New York 10005, (ii) in the case of any exercise of Right Certificates pursuant to Section 7, American Stock Transfer & Trust Company, 40 Wall Street, 46th Floor, New York, New York 10005, and (iii) for all other purposes, American Stock Transfer & Trust Company, 40 Wall Street, 46th Floor, New York, New York 10005. 4. In all respects other than as contained in paragraphs 1, 2 and 3 above, the Rights Agreement shall remain unmodified and in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. THE LIBERTY CORPORATION By: /s/ Martha G. Williams ---------------------------------------- Martha G. Williams Vice President, General Counsel & Secretary AMERICAN STOCK TRANSFER & TRUST COMPANY By: /s/ Herbert J. Lemmer ---------------------------------------- Herbert J. Lemmer Vice President 2 EX-4 3 0003.txt AMENDMENT NO. 2 TO RIGHTS AGREEMENT AMENDMENT NO. 2 dated as of May 2, 2000 to the Rights Agreement dated as of August 7, 1990 and amended as of June 1, 1999 (the "Rights Agreement") between The Liberty Corporation, a South Carolina corporation (the "Company"), and American Stock Transfer & Trust Company (which replaced The Bank of New York), as Rights Agent (the "Rights Agent"). W I T N E S S E T H WHEREAS, the parties hereto desire to amend the Rights Agreement in certain respects; NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Defined Terms; References. (a) Unless otherwise specifically defined herein, each term used herein which is defined in the Rights Agreement has the meaning assigned to such term in the Rights Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Rights Agreement shall, after this Amendment becomes effective, refer to the Rights Agreement as amended hereby. (b) Section 1 of the Rights Agreement is hereby amended by deleting the definition of "Continuing Director" contained therein. (c) Section 1 of the Rights Agreement is hereby amended by inserting in the appropriate alphabetical position the following new definition: "Exempt Person" shall mean 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. (d) Section 1 of the Rights Agreement is hereby amended by restating in its entirety the following definitions to read in full as follows: "Acquiring Person" means any Person who, together with all Affiliates and Associates of such Person, shall on any date after August 7, 1990, become the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding, but shall not include an Exempt Person; 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 this 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 or to have become an "Acquiring Person" for any purposes of this 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 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 this 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; 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 become the Beneficial Owner of 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. 2 A Person shall be deemed the "Beneficial Owner" of, and shall be deemed to have "Beneficial Ownership" of and to "beneficially own", any securities: (a) which such Person or any of its Affiliates or Associates, directly or indirectly, beneficially owns (as determined pursuant to Rule 13d-3 under the Exchange Act as in effect on the date hereof); (b) which such Person or any of its Affiliates or Associates, directly or indirectly, has (i) the right to acquire (whether such right is exercisable immediately or only upon the occurrence of certain events or the passage of time or both) pursuant to any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, (A) securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person's Affiliates or Associates until such tendered securities are accepted for purchase, (B) securities which such Person has a right to acquire upon the exercise of Rights at any time prior to the time that any Person becomes an Acquiring Person or (C) securities issuable upon the exercise of Rights from and after the time that any Person becomes an Acquiring Person if such Rights were acquired by such Person or any of such Person's Affiliates or Associates prior to the Distribution Date or pursuant to Section 3(a) or Section 22 hereof ("Original Rights") or pursuant to Section 11(i) or Section 11(p) with respect to an adjustment to Original Rights; or (ii) the right to vote (whether such right is exercisable immediately or only upon the occurrence of certain events or the passage of time or both) pursuant to any agreement, arrangement or understanding (whether or not in writing) or otherwise; provided, however, that a Person shall not be deemed the "Beneficial Owner" of or to "beneficially own" any security under this clause (ii) as a result of an agreement, arrangement or understanding to vote such security if such agreement, arrangement or understanding (A) arises solely from a revocable proxy or consent given in response to a public proxy or consent solicitation made pursuant to, and in 3 accordance with, the applicable rules and regulations under the Exchange Act and (B) is not also then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report); or (c) which are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) and with respect to which such Person or any of its Affiliates or Associates has any agreement, arrangement or understanding (whether or not in writing) (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy or consent as described in subparagraph (b)(ii) immediately above) or disposing of any such securities; provided, however, that no Person who is an officer, director or employee of an Exempt Person shall be deemed, solely by reason of such Person's status or authority as such, to be the "Beneficial Owner" of, to have "Beneficial Ownership" of or to "beneficially own" any securities that are "beneficially owned", including, without limitation, in a fiduciary capacity, by an Exempt Person or by any other such officer, director or employee of an Exempt Person. (e) Section 1 of the Rights Agreement is hereby amended by (i) deleting from the definition of "Distribution Date" the first instance of the words "(or such later day as may be designated by action of a majority of the Continuing Directors)"; (ii) by replacing the second instance of the same words with the words "(or such later day as may be designated prior to the occurrence of a Section 11(a)(ii) Event by action of the Board of Directors)"; and (iii) deleting the words "(other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such Plan)." (f) Section 1 of the Rights Agreement is hereby amended by replacing the date "August 7, 2000" from the definition of "Final Expiration Date" with the date "August 7, 2010". SECTION 2. Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights. Section 11 of the Rights Agreement is hereby amended by: (a) deleting the parenthetical clause "(or, if at such time there is an Acquiring Person, a majority of the Continuing Directors)" in subsection (a)(iii)(B); 4 (b) replacing the words "Substitution Period in order to seek any authorization of additional shares and/or" in the third sentence of subsection (a)(iii) thereof with the words "30-day period set forth above in order"; (c) deleting the words "the later of" from the last sentence of subsection (a)(iii) thereof; (d) deleting the words "and the first date that the right to redeem the Rights pursuant to Section 23 shall expire" from the last sentence of subsection (a)(iii) thereof; (e) deleting the words "by a majority of the Continuing Directors, or, if there are no Continuing Directors," from the fourth sentence of subsection (d)(i) thereof; (f) deleting the words "selected by the Board of Directors" from the fourth sentence of subsection (d)(i) thereof; (g) deleting the words "by a majority of the Continuing Directors then in office, or, if there are no Continuing Directors," from subsection (d)(iii) thereof; and (h) deleting the words "selected by the Board of Directors" from subsection (d)(iii) thereof. SECTION 3. Redemption. Section 23(a) of the Rights Agreement is hereby amended by: (a) replacing the words "close of business on the tenth day after the Stock Acquisition Date (or such later date as a majority of the Continuing Directors may designate prior to such time as the Rights are no longer redeemable)" in the first sentence thereof with the words "occurrence of a Section 11(a)(ii) Event"; (b) deleting the proviso from the first sentence thereof and the semicolon immediately preceding such proviso; and (c) deleting the last sentence thereof. SECTION 4. Supplements and Amendments. Section 26 of the Rights Agreement is hereby amended in its entirety to read in full as follows: 5 For so long as the Rights are redeemable, the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of certificates representing shares of Common Stock. At any time when the Rights are no longer redeemable, the Company may, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights; provided that no such supplement or amendment may (a) adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), (b) cause this Agreement again to become amendable other than in accordance with this sentence, or (c) cause the Rights again to become redeemable; provided further that no amendment or supplement which alters the rights or duties of the Rights Agent hereunder may become effective without the prior written consent of the Rights Agent, which consent shall not be unreasonably withheld. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section, the Rights Agent shall execute such supplement or amendment. SECTION 5. Determination and Actions by the Board of Directors, Etc. Section 28 of the Rights Agreement is hereby amended by: (a) deleting the first parenthetical clause from the second sentence thereof; and (b) deleting the second parenthetical clause and the words "or the Continuing Directors" from the last sentence thereof. SECTION 6. Severability. Section 30 of the Rights Agreement is hereby amended by deleting the proviso contained therein and the semicolon that immediately precedes such proviso. SECTION 7. Form of Right Certificate. Exhibit B to the Rights Agreement is hereby amended by: (a) replacing the date "September 6, 2000" in the legend with the date "May 2, 2010"; (b) replacing the words "close of business on the tenth day after the Stock Acquisition Date (or such later date as a majority of the Continuing Directors may designate prior to such time as the Rights are no longer redeemable)" in the seventh paragraph thereof with the words "occurrence of a Section 11(a)(ii) Event"; and 6 (c) replacing the "19__" in the date line each time it occurs in the "Form of Reverse Side of Right Certificate" with "2__". SECTION 8. Summary of Terms. Exhibit C to the Rights Agreement is hereby amended by: (a) deleting the words "in each case" in footnote 1 and the comma immediately following such words. (b) deleting the definition of "Acquiring Person" under the heading "Flip-In" and replacing it with the following: "Acquiring Person" means any person or group of affiliated or associated persons that becomes the beneficial owner of 20% or more of the Company's Common Stock, other than certain employee benefit plans of the Company; provided, however, that (i) if the Board of Directors determines in good faith that a person who would otherwise be an Acquiring Person became such inadvertently and without any intention of changing or influencing control of the Company and if such person promptly divests itself of sufficient shares of the Company's Common Stock such that the person would no longer be an Acquiring Person, such person shall not be deemed to be an Acquiring Person and (ii) such term does not include any person who beneficially owns 20% or more of the Company's Common Stock (1) as a result of the reduction in the number of shares of Common Stock outstanding due to the Company's acquisition of its Common Stock; (2) as a result of (a) transfer by will or the laws of descent and distribution, (b) the transfer of shares to any member of the transferor's immediate family or to a trust for the benefit of a member of the transferor's immediate family (a "Transferee Trust"), (c) a divorce decree or settlement or (d) the transfer of shares held on the date of the Rights Agreement by any trust or at any time by any Transferee Trust to any beneficiary of such trust; or (3) as a result of any acquisition by such person of shares pursuant to any employee benefit plan of the Company. Any person or group that is not deemed to be an Acquiring Person by virtue of clauses (i) or (ii) of the preceding sentence may not acquire additional shares of Common Stock (other than through the means specified in clauses (i) or (ii) without then becoming an Acquiring Person)." (c) restating the language under the heading "Redemption" in its entirety to read in full as follows: "The Board of Directors may redeem all of the Rights at a price of $.01 per Right at any time prior to the time that any person becomes an Acquiring Person." 7 (d) replacing the date "August 7, 2000" under the heading "Expiration" with the date "August 7, 2010". (e) restating the language under the heading "Amendments" in its entirety to read in full as follows: "For so long as the Rights are redeemable, the Rights Agreement may be amended in any respect." At any time after the Rights are no longer redeemable, the Rights Agreement may be amended by the Board of Directors in any respect that does not (i) adversely affect the Rights holders (other than any Acquiring Person and certain affiliated persons), (ii) cause the Rights Agreement again to become amendable other than in accordance with this paragraph or (iii) cause the Rights again to become redeemable. No amendment to the Rights Agreement that would alter the rights or duties of the Rights Agent may be made without the consent of the Rights Agent, which consent shall not be unreasonably withheld. SECTION 9. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of South Carolina without regard to any applicable conflicts of law rules, except that the rights and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York. SECTION 10. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. SECTION 11. Effectiveness. This Amendment shall become effective upon execution by each of the parties hereto of a counterpart hereof. 8 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. THE LIBERTY CORPORATION By: /s/ Martha G. Williams ------------------------------------ Name: Martha G. Williams Title: Vice President, General Counsel and Secretary Post Office Box 789 Wade Hampton Boulevard Greenville, South Carolina 29602 Attention: Legal Department AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent By: /s/ Herbert J. Lemmer ------------------------------------ Name: Herbert J. Lemmer Title: Vice President 40 Wall Street, 46th Floor New York, New York 10005 9 EX-5 4 0004.txt AMENDMENT NO. 3 TO RIGHTS AGREEMENT AMENDMENT NO. 3 dated as of June 20, 2000 to the Rights Agreement dated as of August 7, 1990 and amended as of June 1, 1999 (the "Rights Agreement") and May 2, 2000 between The Liberty Corporation, a South Carolina corporation (the "Company"), and American Stock Transfer & Trust Company (which replaced The Bank of New York), as Rights Agent (the "Rights Agent"). W I T N E S S E T H WHEREAS, the Company has entered into a Purchase Agreement, dated as of June 19, 2000, by and between the Company and Royal Bank of Canada. (the "Purchase Agreement") and, in connection with the transactions contemplated by the Purchase Agreement, Royal Bank of Canada has entered into certain voting agreements with certain shareholders of the Company; WHEREAS, Section 26 of the Rights Agreement provides that, for so long as the Rights (as defined in the Rights Agreement) are then redeemable, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of the Rights Agreement in any respect without the approval of any holders of certificates representing shares of Common Stock (as defined in the Rights Agreement); WHEREAS, the Rights are currently redeemable; WHEREAS, the parties hereto desire to amend the Rights Agreement in certain respects; NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein which is defined in the Rights Agreement has the meaning assigned to such term in the Rights Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Rights Agreement shall, after this Amendment becomes effective, refer to the Rights Agreement as amended hereby. SECTION 2. Amendment to Section 1 of the Rights Agreement. Section 1 of the Rights Agreement is hereby amended by adding the following proviso to follow the first proviso in the definition of "Beneficial Owner"; "; 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 (the "Purchase Agreement"), 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." SECTION 3. Entire Agreement; Restatement. Other than as expressly amended by Section 2 of this Amendment, the Rights Agreement shall remain in full force and effect unaffected hereby. The Rights Agreement, as amended by this Amendment and as previously amended by Amendment No. 1 and Amendment No. 2, is hereinafter referred to as the "Agreement," and the parties hereto hereby agree that the Agreement may be restated to reflect the amendments provided for in this Amendment and in Amendment No. 1 and Amendment No.2. SECTION 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of South Carolina without regard to any applicable conflicts of law rules, except that the rights and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York. SECTION 5. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. SECTION 6. Effectiveness. This Amendment shall become effective upon execution by each of the parties hereto of a counterpart hereof. 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. THE LIBERTY CORPORATION By: /s/ Martha G. Williams --------------------------------------- Name: Martha G. Williams Title: Vice President, General Counsel and Secretary Post Office Box 789 Wade Hampton Boulevard Greenville, South Carolina 29602 Attention: Legal Department AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent By: /s/ Herbert J. Lemmer --------------------------------------- Name: Herbert J. Lemmer Title: Vice President 40 Wall Street, 46th Floor New York, New York 10005 -----END PRIVACY-ENHANCED MESSAGE-----