-----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, NQKJzSHteB9jwjcbRXopSfGvgnXUVsDYPM21kOa65p3+ot/WBCCSE9tNCtOYQZUi nPURMPrZv80JwSSZ4f1UBA== /in/edgar/work/0000950103-00-001258/0000950103-00-001258.txt : 20001115 0000950103-00-001258.hdr.sgml : 20001115 ACCESSION NUMBER: 0000950103-00-001258 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001101 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001114 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-K SEC ACT: SEC FILE NUMBER: 001-05846 FILM NUMBER: 765035 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-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------ FORM 8K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) November 1, 2000 ------------------------------ The Liberty Corporation - ------------------------------------------------------------------------------- (Exact name of Registrant as Specified in Charter) South Carolina 1-5846 57-0507055 - ------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 2000 Wade Hampton Boulevard, Greenville, SC 29615 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (864) 609-8256 --------------------------- n/a - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 2. Acquisition or Disposition of Assets. On June 19, 2000, The Liberty Corporation ("Liberty") entered into a Purchase Agreement (the "Purchase Agreement") with Royal Bank of Canada ("RBC"), a Canadian-chartered bank, pursuant to which RBC was to acquire from Liberty all of the issued and outstanding shares of capital stock of Liberty Life Insurance Company, Liberty Insurance Services Corporation, The Liberty Marketing Corporation, LC Insurance Limited and Liberty Capital Advisors, Inc., for a total of approximately $648 million, consisting of a dividend from Liberty Life Insurance Company of up to $70.0 million and the balance in cash from RBC. On September 29, 2000, the shareholders of the Company approved the Purchase Agreement. The transaction closed on November 1, 2000, with Liberty receiving $631 million in net cash proceeds and approximately $16 million in non-cash assets. The total value of the consideration paid for Liberty's insurance operations was determined based on arm's length negotiations between Liberty and RBC which took into account a wide variety of factors including, but not limited to, an opinion delivered by Goldman, Sachs & Co., Liberty's financial advisor, as to the fairness of the transaction from a financial point of view. There are no material relationships between RBC and Liberty or any of its affiliates, any director or officer of Liberty, or any associate of such director or officer. 2 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements Not applicable. (b) Pro Forma Financial Information. (i) The Liberty Corporation Pro Forma Combined Condensed Statement of Income For the Nine Months Ended September 30, 2000 (ii) The Liberty Corporation Pro Forma Combined Condensed Statement of Income For the Year Ended December 31, 1999 (iii) The Liberty Corporation Pro Forma Combined Condensed Balance Sheet As of September 30, 2000 (c) Exhibits. Exhibits Description - -------- ----------- 2.1* Purchase Agreement, dated as of June 19, 2000, between The Liberty Corporation and Royal Bank of Canada 9.1 * Voting Agreement, dated as of June 30, 2000, entered into by W. Hayne Hipp and Royal Bank of Canada 9.2 * Form of Voting Agreement, dated as of June 30, 2000, entered into by certain shareholders of the Liberty Corporation and Royal Bank of Canada 99.1* Press Release, dated as of June 19, 2000, of The Liberty Corporation 99.2** Press Release, dated as of November 1, 2000, of The Liberty Corporation * Filed as part of the Registrant's current Report on Form 8-K dated June 30, 2000 and incorporated herein by reference. ** Filed as part of the Registrant's current Report on Form 8-K dated November 1, 2000 and incorporated herein by reference. 3 UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS The following unaudited pro forma combined condensed balance sheet ("pro forma balance sheet") as of September 30, 2000, and the unaudited pro forma combined condensed statements of income for the year ended December 31, 1999 and for the nine months ended September 30, 2000 ("pro forma income statements") give effect individually and in the aggregate to the sale of Liberty's insurance operations to the Royal Bank of Canada (the "transaction"). The pro forma balance sheet as of September 30, 2000 presents the financial position of Liberty as if the transaction had occurred on that date. The pro forma income statements have been prepared assuming the transaction occurred as of the beginning of each period presented. The pro forma combined condensed financial statements, which have been prepared in accordance with the rules prescribed by Article 11 of Regulation S-X, are provided for informational purposes only and should not be construed as being indicative of Liberty's results of operations or financial position had the transaction been consummated on the dates assumed. These pro forma combined condensed financial statements also do not project the results of operation or financial position for any future period or date. Assumptions were used in the preparation of the pro forma combined condensed financial statements and the pro forma results would differ had alternative assumptions been used. Additionally, the unaudited pro forma combined condensed financial statements have been prepared based on estimates of the taxable gain, and taxes payable, from the transaction. The actual results may change as additional facts become known. 4 The Liberty Corporation Pro Forma Combined Condensed Statement of Income For the nine months ended September 30, 2000 (in thousands except per share amounts) Pro Forma Adjustments Historical for Results of Insurance Operations Operations Pro Forma 9/30/00 Sale 9/30/00 ---------- ----------- -------- Broadcasting revenues (net of agency commissions) $114,737 $114,737 Cable and other revenues 9,539 9,539 -------- -------- -------- Total revenues 124,276 -- 124,276 Station operating expenses 68,166 68,166 Amortization of program rights 4,792 4,792 Depreciation and amortization 14,864 14,864 Corporate general and administrative expenses 8,025 8,025 -------- -------- -------- Total operating expense 95,847 -- 95,847 Operating income 28,429 28,429 Net investment income 12,016 12,016 Interest expense 12,705 $(12,705) (a) -- -------- -------- -------- Income before income taxes 27,740 12,705 40,445 Income taxes 11,448 5,082 (b) 16,530 -------- -------- -------- Income from continuing operations 16,292 7,623 23,915 Income from discontinued operations 26,061 (26,061) (c) -- -------- -------- -------- Net income $ 42,353 $(18,438) $ 23,915 ======== ======== ======== Basic earnings per common share $2.18 $1.22 Diluted earnings per common share $2.15 $1.21 Denominator for basic earnings per share 19,281 19,281 Denominator for diluted earnings per share 19,721 19,721
(a) Elimination of interest expense, as the Company's debt would have been repaid in full from the cash proceeds from the sale of its insurance operations. (b) Record adjustment to income taxes related to tax effect of pro forma adjustments to earnings at the Company's assumed combined effective federal and state income tax rate of 40%. (c) Elimination of income from discontinued insurance operations. The pro forma information above assumes repayment of the Company's revolving credit facility, as required under its terms. However, it does not include and adjustments to reflect the effects on income or earnings per share from the use of the remaining net cash proceeds from the sale of the Company's insurance operations. 5 The Liberty Corporation Pro Forma Combined Condensed Statement of Income For the Year ended December 31, 1999 (in thousands except per share amounts) Pro Forma Adjustments Historical for Results of Insurance Operations Operations Pro Forma 12/31/99 Sale 2/31/99 ---------- ------------ --------- Broadcasting revenues (net of agency commissions) $139,278 $139,278 Cable and other revenues 9,167 9,167 -------- -------- -------- Total revenues 148,445 -- 148,445 Station operating expenses 74,834 74,834 Amortization of program rights 5,855 5,855 Depreciation and amortization 16,770 16,770 Corporate general and administrative expenses 8,200 8,200 -------- -------- -------- Total operating expense 105,659 -- 105,659 Operating income 42,786 -- 42,786 Net investment income 2,663 2,663 Interest expense 15,085 $(15,085) (a) -- -------- -------- -------- Income before income taxes 30,364 (15,085) 45,449 Income taxes 11,592 6,034 (b) 17,626 -------- -------- -------- Income from continuing operations 18,772 (9,051) 27,823 Income from discontinued operations 25,797 (25,797) (c) -- -------- -------- -------- Net income $ 44,569 $(16,746) $ 27,823 ======== ======== ======== Basic earnings per common share $2.29 $1.40 Diluted earnings per common share $2.26 $1.40 Denominator for basic earnings per share 18,960 18,960 Denominator for diluted earnings per share 19,352 19,896
(a) Elimination of interest expense, as the Company's debt would have been repaid in full from the cash proceeds from the sale of its insurance operations. (b) Record adjustment to income taxes related to tax effect of pro forma adjustments to earnings at the Company's assumed combined effective federal and state income tax rate of 40%. (c) Elimination of income from discontinued insurance operations. The pro forma information above assumes repayment of the Company's revolving credit facility, as required under its terms. However, it does not include and adjustments to reflect the effects on income or earnings per share from the use of the remaining net cash proceeds from the sale of the Company's insurance operations. 6 The Liberty Corporation Pro Forma Combined Condensed Balance Sheet As of September 30, 2000 (Amounts in 000's) Pro Forma Adjustments As for Reported Insurance Pro Forma 09/30/00 Operations Sale 09/30/00 -------- --------------- --------- Current assets: Cash 3,640 631,875 (a) (258,000) (c) 377,515 Receivables 32,301 32,301 Program rights 5,831 5,831 Prepaid and other current assets 4,966 4,966 Deferred income taxes 3,498 3,498 Current assets of discontinued operations 490,275 (490,275) (b) -- -------- -------- -------- Total current assets 540,511 (116,400) 424,111 Net property and equipment 71,497 71,497 Intangibles net of amortization 261,574 261,574 Other assets 43,614 16,194 (a) 59,808 -------- -------- -------- Total assets 917,196 (100,206) 816,990 Current liabilities: Accounts payable and accrued expenses 20,548 25,334 (a) 45,882 Program contract obligation 5,602 5,602 Accrued income taxes 9,853 122,460 (a) 132,313 Revolving credit facility 258,000 (258,000) (c) -- -------- -------- -------- Total current liabilities 294,003 (110,206) 183,797 Deferred income taxes 29,559 29,559 Other liabilities 12,391 12,391 -------- -------- -------- Total liabilities 335,953 (110,206) 225,747 Shareholders equity Common stock 113,089 113,089 Unearned stock compensation (7,571) (7,571) Retained earnings 474,879 10,000 (d) 484,879 Unrealized investment gains (losses) 846 846 -------- -------- -------- Total shareholders equity 581,243 10,000 591,243 Total liabilities and shareholders equity 917,196 (100,206) 816,990
(a) Represents the net cash proceeds from the proposed sale. Consisting of $648 million total sales price (comprised of cash of $632 million and non-cash consideration of $16 million) less $148 million for income taxes and estimated expenses related to the sale. (b) Elimination of the net assets of the Company's insurance operations. (c) Required repayment of the outstanding balance of the Company's revolving credit facility. (d) Reflects the estimated after-tax gain from the proposed sale. 7 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE LIBERTY CORPORATION By: /s/ Martha G. Williams -------------------------------------- Name: Martha G. Williams Title: Vice President, General Counsel and Secretary November 14, 2000 -----END PRIVACY-ENHANCED MESSAGE-----