-----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, A+jjOdyvelfe60HB33qgoGy4ke+bTZ9OLXSe/kOZnMZ8a/aWLFD3p6YicE2EiLAV ZL9NTD1wGVhfYq1tErGCJg== 0000950144-97-007373.txt : 19970630 0000950144-97-007373.hdr.sgml : 19970630 ACCESSION NUMBER: 0000950144-97-007373 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 14 FILED AS OF DATE: 19970627 EFFECTIVENESS DATE: 19970627 SROS: CSX SROS: NYSE SROS: PHLX FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIBERTY CORP CENTRAL INDEX KEY: 0000059229 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 570507055 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-30151 FILM NUMBER: 97631090 BUSINESS ADDRESS: STREET 1: P O BOX 789 STREET 2: 2000 WADE HAMPTON BLVD CITY: GREENVILLE STATE: SC ZIP: 29615 BUSINESS PHONE: 8032688283 MAIL ADDRESS: STREET 1: P O BOX 789 STREET 2: WADE HAMPTON BLVD CITY: GREENVILLE STATE: SC ZIP: 29602 S-8 1 LIBERTY CORPORATION 1 As filed with the Securities and Exchange Commission on June 27, 1997 Registration No. ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- THE LIBERTY CORPORATION (Exact Name of Registrant as specified in its Charter) -------------------- South Carolina 57-0507055 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 2000 Wade Hampton Boulevard Greenville, South Carolina 29615 (Address of Principal Executive Offices) (Zip Code) THE PERFORMANCE INCENTIVE COMPENSATION PROGRAM (Full Title of the Plan) Martha G. Williams Vice President, General Counsel and Secretary The Liberty Corporation 2000 Wade Hampton Boulevard Greenville, South Carolina 29615 (Name and Address of Agent for Service) (864) 609-8300 (Telephone Number, including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE
=============================================================================================================================== Proposed maximum Proposed maximum Title of securities Amount to be offering price aggregate offering Amount of to be registered registered(1) per share(2) price registration fee - ------------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value 1,500,000 shares - --------------------------------------------------------- Rights to Purchase Series A 750,000 rights $40.1875 $60,281,250 $18,268 Participating Cumulative Preferred Stock, no par value (3) ===============================================================================================================================
(1) Prior Registration Statements on Form S-8 have registered 2,800,000 shares offered under this Plan and are deemed to cover the related 1,400,000 rights through incorporation by reference of the Current Report on Form 8-K filed upon adoption of the Right Plan. (2) The price is estimated in accordance with Rule 457(h) under the Securities Act of 1933, solely for the purpose of calculating the registration fee, and represents the average of the high and low sale prices of the Common Stock of The Liberty Corporation on June 25, 1997 as reported in the New York Stock Exchange Composite Transactions. (3) Prior to the occurrence of certain events, purchase rights for shares of Series A Participating Cumulative Preferred Stock will not be evidenced separately from the Common Stock. ================================================================================ 2 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Item 1. Plan Information* Item 2. Registrant Information and Employee Plan Annual Information* * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference The following documents filed by The Liberty Corporation (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference as of their respective dates: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1996; (b) The Company's Quarterly Report on Form 10-Q for the quarter ending March 31, 1997, as amended on June 26, 1997. (c) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 10 (File No. 1-5846), filed on December 30, 1968, as updated and restated by certain information contained under Item 5 of Part II of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1992 and as updated by subsequently filed periodic reports; and (d) The description of Rights to Purchase Series A Participating Cumulative Preferred Stock contained in the Company's Registration Statement on Form 8-A, filed on August 10, 1990. All reports filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment -2- 3 which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in any of such documents hereby incorporated by reference will be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel The opinion regarding the validity of the shares of Common Stock and attached Rights to Purchase Series A Participating Cumulative Preferred Stock filed with this Registration Statement has been given by Martha G. Williams, Vice President, General Counsel and Secretary of the Company. As of May 31, 1997, Mrs. Williams owned a total of 112,521 shares of the Company's Common Stock (including attached Rights), which include 13,796 restricted shares (and Rights) granted but not yet vested under the Program, and held options to purchase 10,000 shares of Common Stock (including attached Rights) under the Program. Mrs. Williams is eligible to receive additional awards under the Program. Item 6. Indemnification of Directors and Officers South Carolina Business Corporation Act Section 33-8-510 of the South Carolina Business Corporation Act ("SCBCA") authorizes a South Carolina corporation to indemnify a director against loss or expense incurred by the director as a result of a civil, criminal, administrative, or investigative proceeding to which the director is made a party by virtue of his status as a director, provided that the director conducted himself in good faith and reasonably believed (1) in the case of conduct in his official capacity, that his conduct was in the best interest of the corporation, and (2) in all other cases, that his conduct was at least not opposed to its best interest, and in the case of any criminal proceeding, that the director had no reasonable cause to believe his conduct was unlawful. Section 33-8-510 prohibits a South Carolina corporation from indemnifying a director in the event of adjudicated liability in connection with a proceeding by or in the right of the corporation, or in any other proceeding whether or not in his official capacity, if the director was adjudged liable on the basis that personal benefit was improperly received by him. Indemnification in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. This indemnification under the SCBCA may be made by a South Carolina corporation only upon (1) a determination that the standard of conduct set forth in Section 33-8-510 has been met, -3- 4 made by the majority vote of a quorum of non-party directors, or if such a quorum cannot be obtained, by majority vote of a committee consisting of two or more non-party directors, by special legal counsel, or by the affirmative vote of shareholders excluding shares owned, or the voting of which is controlled, by directors who are parties to the proceeding; and (2) authorization of indemnification, made in the same manner as the determination that indemnification is permissible, except that, if the determination is made by special legal counsel, authorization must be made by majority vote of a quorum of non-party directors or a special committee consisting of two or more non-party directors, or if such quorum or committee cannot be obtained, by majority vote of the board of directors. Section 33-8-520 of the SCBCA also provides for the mandatory indemnification of a director for reasonable expenses if the director has been wholly successful (whether or not on the merits) in the defense of any proceeding to which he was a party because he is or was a director, unless provided otherwise by the articles of incorporation. In addition, unless provided otherwise by a corporation's articles of incorporation, Section 33-8-540 of the SCBCA authorizes a director to apply for indemnification by court order, which may be granted if the court determines that the director is entitled to mandatory indemnification or is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the statutory standard of conduct, or was adjudged liable to the corporation or improperly derived a personal benefit, but in that event court-ordered indemnification is limited to reasonable expenses incurred in connection with the proceeding. A South Carolina corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if (1) the director furnishes the corporation with a written affirmation of his good faith belief that he has met the statutory standard of conduct described in Section 33-8-510, (2) the director furnishes the corporation with a written promise to repay expenses advanced if it is ultimately determined that he did not meet the standard of conduct, and (3) the corporation determines, in the same manner required for determining the statutory standard of conduct, that the facts as known would not preclude indemnification under the SCBCA. Section 33-8-560 of the SCBCA permits a South Carolina corporation to indemnify an officer, employee or agent who is not a director to the same extent as to a director. An officer who is not a director is also entitled to the mandatory indemnification and court-ordered indemnification available to a director. A South Carolina corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract. The SCBCA provides that a South Carolina corporation has the power to purchase and maintain insurance on behalf of any director, officer, employee or agent of the corporation, or one serving as such for another entity or enterprise at the request of the corporation, against liability whether or not the corporation would have the power to indemnify him against such liability under the SCBCA. -4- 5 The SCBCA validates provisions in the articles of incorporation or bylaws of a South Carolina corporation, resolutions of its shareholders or board of directors, or otherwise, only to the extent such provisions or resolutions are consistent with the SCBCA, but does not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with his appearance as a witness in a proceeding at a time when he is not a defendant or respondent to the proceeding. Bylaws Article Five of the Company's Bylaws permits indemnification to the fullest extent permitted by the SCBCA. Under Article Five, any present or former director, officer or employee of the Company, or any person, who, at the request of the Company, may have served as a director or officer of another company in which the Company owns shares or of which the Company is a creditor, is entitled to reimbursement of expenses and other liabilities, including attorney's fees actually and reasonably incurred by him and any amount owing or paid by him in connection with a civil, criminal or administrative proceeding to which he is a party by reason of being or having been a director, officer or employee of the Company or such other company. Article Five also authorizes the Company to purchase and maintain insurance on behalf of any present or former director, officer or employee of the Company, or any person who, at the request of the Company, may have served as a director or officer of any company in which the Company owns shares or in which the Company is a creditor, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such together with all costs, fees, penalties, fines and the like with respect thereto. Insurance Policies The Company currently maintains an insurance policy providing reimbursement of indemnification payments to officers and directors of the Company and its subsidiaries and reimbursement of certain liabilities incurred by directors and officers of the Company and its subsidiaries in their capacities as such, to the extent that they are not indemnified by the Company. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits 4.1 See Articles 4, 5, 7, 9 and 10 of the Company's Restated Articles of Incorporation (filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, as amended on June 26, 1997 and incorporated herein by reference) and Articles I, II and VI of the Company's bylaws (filed as Exhibit 3.2 to the Company's -5- 6 Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 and incorporated herein by reference). 4.2 See the Form of Rights Agreement dated as of August 7, 1990 between The Liberty Corporation and The Bank of New York, as Rights Agent, which includes as Exhibit B thereto the form of Right Certificate (filed as Exhibits 1 and 2 to the Company's Form 8-A, dated August 10, 1990, and incorporated herein by reference) with respect to the Rights to purchase Series A Participating Cumulative Preferred Stock. 4.3 The Performance Incentive Compensation Program, as Amended and Restated on February 4, 1997 was filed as Exhibit B to the Company's Proxy Statement, dated March 27, 1997, for its Annual Meeting of Shareholders, was approved by the shareholders at that meeting, and is incorporated herein by reference. 5.1 Opinion of Martha G. Williams, General Counsel of the Company, as to the validity of the securities being registered, including consent to the filing of her opinion. 23.1 Consent of Independent Auditors 2.3.2 Consent of Martha G. Williams is included in Exhibit 5.1. 24.1 Power of Attorney of Rufus C. Barkley, Jr. 24.2 Power of Attorney of Edward E. Crutchfield 24.3 Power of Attorney of John R. Farmer 24.4 Power of Attorney of W. W. Johnson 24.5 Power of Attorney of William O. McCoy 24.6 Power of Attorney of Buck Mickel 24.7 Power of Attorney of John H. Mullin, III 24.8 Power of Attorney of Benjamin F. Payton 24.9 Power of Attorney of J. Thurston Roach 24.10 Power of Attorney of Eugene E. Stone, IV 24.11 Power of Attorney of William B. Timmerman -6- 7 Item 9. Undertakings (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and each filing of an annual report of the Plan (or the Predecessor Plan) pursuant to Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. -7- 8 (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. -8- 9 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenville, State of South Carolina, on June 27, 1997. THE LIBERTY CORPORATION By:/S/ HAYNE HIPP ------------------------------------- Hayne Hipp President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /S/ HAYNE HIPP President, Chief Executive June 27, 1997 - ------------------------------ Officer and Director Hayne Hipp /S/ H. RAY EANES Senior Vice President Finance June 27, 1997 - ------------------------------ & Treasurer (Chief Financial Officer) H. Ray Eanes /S/ KENNETH W. JONES Corporate Controller June 27, 1997 - ------------------------------ Kenneth W. Jones
-9- 10
Signature Title Date --------- ----- ---- /S/ RUFUS C. BARKLEY, JR.* Director June 27, 1997 - ------------------------------ Rufus C. Barkley, Jr. /S/ EDWARD E. CRUTCHFIELD* Director June 27, 1997 - ------------------------------ Edward E. Crutchfield /S/ JOHN R. FARMER* Director June 27, 1997 - ------------------------------ John R. Farmer /S/ W.W. JOHNSON* Director June 27, 1997 - ------------------------------ W. W. Johnson /S/ WILLIAM O. MCCOY* Director June 27, 1997 - ------------------------------ William O. McCoy /S/ BUCK MICKEL* Director June 27, 1997 - ------------------------------ Buck Mickel /S/ JOHN H. MULLIN, III* Director June 27, 1997 - ------------------------------ John H. Mullin, III /S/ BENJAMIN F. PAYTON* Director June 27, 1997 - ------------------------------ Benjamin F. Payton /S/ J. THURSTON ROACH* Director June 27, 1997 - ------------------------------ J. Thurston Roach /S/ EUGENE E. STONE, IV* Director June 27, 1997 - ------------------------------ Eugene E. Stone, IV /S/ WILLIAM B. TIMMERMAN* Director June 27, 1997 - ------------------------------ William B. Timmerman
*By Martha G. Williams as attorney-in-fact /S/ MARTHA G. WILLIAMS - ------------------------------ Martha G. Williams as attorney-in-fact for the individuals as indicated -10- 11 INDEX TO EXHIBITS Exhibit Number Exhibit 4.1 See Articles 4, 5, 7, 9 and 10 of the Company's Restated Articles of Incorporation (filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, as amended on June 26, 1997, and incorporated herein by reference) and Articles I, II and VI of the Company's bylaws (filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 and incorporated herein by reference). 4.2 See the Form of Rights Agreement dated as of August 7, 1990 between The Liberty Corporation and The Bank of New York, as Rights Agent, which includes as Exhibit B thereto the form of Right Certificate (filed as Exhibits 1 and 2 to the Company's Form 8-A, dated August 10, 1990, and incorporated herein by reference) with respect to the Rights to purchase Series A Participating Cumulative Preferred Stock 4.3 The Performance Incentive Compensation Program, as Amended and Restated on February 4, 1997 was filed as Exhibit B to the Company's Proxy Statement, dated March 27, 1997, for its Annual Meeting of Shareholders, was approved by the shareholders at that meeting, and is incorporated herein by reference. 5.1 Opinion of Martha G. Williams, General Counsel of the Company, as to the validity of the securities being registered, including consent to the filing of her opinion. 23.1 Consent of Independent Auditors 23.2 Consent of Martha G. Williams is included in Exhibit 5.1. 24.1 Power of Attorney of Rufus C. Barkley, Jr. 24.2 Power of Attorney of Edward E. Crutchfield 24.3 Power of Attorney of John R. Farmer 24.4 Power of Attorney of W. W. Johnson -11- 12 24.5 Power of Attorney of William O. McCoy 24.6 Power of Attorney of Buck Mickel 24.7 Power of Attorney of John H. Mullin, III 24.8 Power of Attorney of Benjamin F. Payton 24.9 Power of Attorney of J. Thurston Roach 24.10 Power of Attorney of Eugene E. Stone, IV 24.11 Power of Attorney of William B. Timmerman -12- EX-5.1 2 OPINION OF MARTHA G WILLIAMS 1 EXHIBIT 5.1 [LIBERTY LETTERHEAD] June 27, 1997 The Liberty Corporation 2000 Wade Hampton Boulevard Greenville, S.C. 29615 Re: The Liberty Corporation Registration Statement on Form S-8 The Performance Incentive Compensation Program (As Amended and Restated on February 4, 1997) Ladies and Gentlemen: I am General Counsel for The Liberty Corporation ("Liberty") and have acted on behalf of Liberty in connection with its Registration Statement on Form S-8 to register under the Securities Act of 1933, as amended, 1,500,000 shares of Common Stock, no par value (the "Shares"), and 750,000 attached Rights to Purchase Series A Participating Cumulative Preferred Stock (the "Rights") of Liberty issuable pursuant to The Performance Incentive Compensation Program (as amended and restated on February 4, 1997) (the "Program") and pursuant to awards granted thereunder. The Program authorizes the issuance of a total of 4,300,000 Shares (including 2,150,000 attached Rights), of which 1,500,000 Shares and 750,000 attached Rights are being registered at this time. I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records and other instruments as I have deemed necessary or appropriate in connection with rendering this opinion. Based on the foregoing, I am of the opinion that the Shares and the attached Rights, when issued and delivered in accordance with the terms of the Program and awards granted under the Program will be legally issued, fully paid and non-assessable. I consent to the filing of this opinion as an exhibit to the above mentioned Registration Statement on Form S-8 and to the reference to me under Item 5 "Interests of Named Experts and Counsel" in the Registration Statement. Very truly yours, /s/ Martha G. Williams Martha G. Williams Vice President, General Counsel and Secretary Exhibit 5 EX-23.1 3 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.1 [ERNST & YOUNG LLP LETTERHEAD] Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to The Performance Incentive Compensation Program of The Liberty Corporation of our report dated February 10, 1997 with respect to the consolidated financial statements of The Liberty Corporation incorporated by reference in its Annual Report (Form 10-K), and dated March 24, 1997 with respect to the schedules included in its Annual Report (Form 10-K) filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Greenville, South Carolina June 25, 1997 EX-24.1 4 POWER OF ATTORNEY RUFUS C BARKLEY, JR 1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, RUFUS C. BARKLEY, JR., Director of The Liberty Corporation, do hereby constitute and appoint Martha G. Williams and Susan E. Cyr and each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 and any amendments thereto (including any post-effective amendments) for The Performance Incentive Compensation Program, As Amended and Restated on February 4, 1997 (the "Program") of The Liberty Corporation and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, with respect to the registration in mid-1997 of shares of The Liberty Corporation common stock and related Rights to Purchase Series A Participating Cumulative Preferred Stock, which securities are to be offered to officers, other key employees and directors of The Liberty Corporation and its subsidiaries in accordance with and pursuant to the Program, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall not be affected by my physical disability or mental incompetence which renders me incapable of managing by own estate except as provided by applicable statute. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 30th day of May, 1997. /s/ Rufus C. Barkley, Jr. (Seal) -------------------------------------------- Director, The Liberty Corporation A South Carolina Corporation /s/ Rebecca G. Saruis (Seal) - ------------------------------------ Notary Public for South Carolina My Commission Expires: 6/16/2003 ------------- Exhibit 24.1 EX-24.2 5 POWER OF ATTORNEY EDWARD E CRUTCHFIELD 1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, EDWARD E. CRUTCHFIELD, Director of The Liberty Corporation, do hereby constitute and appoint Martha G. Williams and Susan E. Cyr and each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 and any amendments thereto (including any post-effective amendments) for The Performance Incentive Compensation Program, As Amended and Restated on February 4, 1997 (the "Program") of The Liberty Corporation and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, with respect to the registration in mid-1997 of shares of The Liberty Corporation common stock and related Rights to Purchase Series A Participating Cumulative Preferred Stock, which securities are to be offered to officers, other key employees and directors of The Liberty Corporation and its subsidiaries in accordance with and pursuant to the Program, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall not be affected by my physical disability or mental incompetence which renders me incapable of managing by own estate except as provided by applicable statute. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 29th day of May, 1997. /s/ Edward E. Crutchfield (Seal) -------------------------------------------- Director, The Liberty Corporation A South Carolina Corporation /s/ Nancy Ann Skidmore (Seal) - ------------------------------------ Notary Public for Mecklenburg County, North Carolina My Commission Expires: 5/30/1999 ------------- Exhibit 24.2 EX-24.3 6 POWER OF ATTORNEY JOHN R FARMER 1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, JOHN R. FARMER, Director of The Liberty Corporation, do hereby constitute and appoint Martha G. Williams and Susan E. Cyr and each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 and any amendments thereto (including any post-effective amendments) for The Performance Incentive Compensation Program, As Amended and Restated on February 4, 1997 (the "Program") of The Liberty Corporation and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, with respect to the registration in mid-1997 of shares of The Liberty Corporation common stock and related Rights to Purchase Series A Participating Cumulative Preferred Stock, which securities are to be offered to officers, other key employees and directors of The Liberty Corporation and its subsidiaries in accordance with and pursuant to the Program, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall not be affected by my physical disability or mental incompetence which renders me incapable of managing by own estate except as provided by applicable statute. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 30th day of May, 1997. /s/ John R. Farmer (Seal) -------------------------------------------- Director, The Liberty Corporation A South Carolina Corporation /s/ Sandra Lee Kirkus (Seal) - ------------------------------------ Notary Public for South Carolina My Commission Expires: 2/13/2000 ------------- Exhibit 24.3 EX-24.4 7 POWER OF ATTORNEY W W JOHNSON 1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, W. W. JOHNSON, Director of The Liberty Corporation, do hereby constitute and appoint Martha G. Williams and Susan E. Cyr and each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 and any amendments thereto (including any post-effective amendments) for The Performance Incentive Compensation Program, As Amended and Restated on February 4, 1997 (the "Program") of The Liberty Corporation and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, with respect to the registration in mid-1997 of shares of The Liberty Corporation common stock and related Rights to Purchase Series A Participating Cumulative Preferred Stock, which securities are to be offered to officers, other key employees and directors of The Liberty Corporation and its subsidiaries in accordance with and pursuant to the Program, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall not be affected by my physical disability or mental incompetence which renders me incapable of managing by own estate except as provided by applicable statute. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 29th day of May, 1997. /s/ W.W. Johnson (Seal) -------------------------------------------- Director, The Liberty Corporation A South Carolina Corporation /s/ Lynn S. Boylston (Seal) - ------------------------------------ Notary Public for South Carolina My Commission Expires: 3/19/2006 ------------- Exhibit 24.4 EX-24.5 8 POWER OF ATTORNEY WILLIAM O MCCOY 1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, WILLIAM O. MCCOY, Director of The Liberty Corporation, do hereby constitute and appoint Martha G. Williams and Susan E. Cyr and each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 and any amendments thereto (including any post-effective amendments) for The Performance Incentive Compensation Program, As Amended and Restated on February 4, 1997 (the "Program") of The Liberty Corporation and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, with respect to the registration in mid-1997 of shares of The Liberty Corporation common stock and related Rights to Purchase Series A Participating Cumulative Preferred Stock, which securities are to be offered to officers, other key employees and directors of The Liberty Corporation and its subsidiaries in accordance with and pursuant to the Program, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall not be affected by my physical disability or mental incompetence which renders me incapable of managing by own estate except as provided by applicable statute. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 30th day of May, 1997. /s/ William O. McCoy (Seal) -------------------------------------------- Director, The Liberty Corporation A South Carolina Corporation /s/ Beck S. Spaugh (Seal) - ------------------------------------ Notary Public for Orange County, North Carolina My Commission Expires: 6/1/1997 ------------- Exhibit 24.5 EX-24.6 9 POWER OF ATTORNEY BUCK MICKEL 1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, BUCK MICKEL, Director of The Liberty Corporation, do hereby constitute and appoint Martha G. Williams and Susan E. Cyr and each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 and any amendments thereto (including any post-effective amendments) for The Performance Incentive Compensation Program, As Amended and Restated on February 4, 1997 (the "Program") of The Liberty Corporation and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, with respect to the registration in mid-1997 of shares of The Liberty Corporation common stock and related Rights to Purchase Series A Participating Cumulative Preferred Stock, which securities are to be offered to officers, other key employees and directors of The Liberty Corporation and its subsidiaries in accordance with and pursuant to the Program, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall not be affected by my physical disability or mental incompetence which renders me incapable of managing by own estate except as provided by applicable statute. IN WITNESS WHEREOF, I have hereunto set my hand and seal this day of May, 1997. /s/ Buck Mickel (Seal) -------------------------------------------- Director, The Liberty Corporation A South Carolina Corporation /s/ Dorothy F. King (Seal) - ------------------------------------ Notary Public for South Carolina My Commission Expires: 2/13/2000 ------------- Exhibit 24.6 EX-24.7 10 POWER OF ATTORNEY JOHN H MULLIN, III 1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, JOHN H. MULLIN, III, Director of The Liberty Corporation, do hereby constitute and appoint Martha G. Williams and Susan E. Cyr and each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 and any amendments thereto (including any post-effective amendments) for The Performance Incentive Compensation Program, As Amended and Restated on February 4, 1997 (the "Program") of The Liberty Corporation and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, with respect to the registration in mid-1997 of shares of The Liberty Corporation common stock and related Rights to Purchase Series A Participating Cumulative Preferred Stock, which securities are to be offered to officers, other key employees and directors of The Liberty Corporation and its subsidiaries in accordance with and pursuant to the Program, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall not be affected by my physical disability or mental incompetence which renders me incapable of managing by own estate except as provided by applicable statute. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 31st day of May, 1997. /s/ John H. Mullin, III (Seal) -------------------------------------------- Director, The Liberty Corporation A South Carolina Corporation /s/ Jean M. Gesghegan (Seal) - ------------------------------------ Notary Public for Charlotte County, Virginia My Commission Expires: 3/1998 ------------- Exhibit 24.7 EX-24.8 11 POWER OF ATTORNEY BENJAMIN F PAYTON 1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, BENJAMIN F. PAYTON, Director of The Liberty Corporation, do hereby constitute and appoint Martha G. Williams and Susan E. Cyr and each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 and any amendments thereto (including any post-effective amendments) for The Performance Incentive Compensation Program, As Amended and Restated on February 4, 1997 (the "Program") of The Liberty Corporation and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, with respect to the registration in mid-1997 of shares of The Liberty Corporation common stock and related Rights to Purchase Series A Participating Cumulative Preferred Stock, which securities are to be offered to officers, other key employees and directors of The Liberty Corporation and its subsidiaries in accordance with and pursuant to the Program, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall not be affected by my physical disability or mental incompetence which renders me incapable of managing by own estate except as provided by applicable statute. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 30th day of May, 1997. /s/ Benjamin F. Payton (Seal) -------------------------------------------- Director, The Liberty Corporation A South Carolina Corporation /s/ Marjorie K. Williams (Seal) - ------------------------------------ Notary Public for South Carolina My Commission Expires: 7/6/2004 ------------- Exhibit 24.8 EX-24.9 12 POWER OF ATTORNEY J THURSTON ROACH 1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, J. THURSTON ROACH, Director of The Liberty Corporation, do hereby constitute and appoint Martha G. Williams and Susan E. Cyr and each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 and any amendments thereto (including any post-effective amendments) for The Performance Incentive Compensation Program, As Amended and Restated on February 4, 1997 (the "Program") of The Liberty Corporation and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, with respect to the registration in mid-1997 of shares of The Liberty Corporation common stock and related Rights to Purchase Series A Participating Cumulative Preferred Stock, which securities are to be offered to officers, other key employees and directors of The Liberty Corporation and its subsidiaries in accordance with and pursuant to the Program, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall not be affected by my physical disability or mental incompetence which renders me incapable of managing by own estate except as provided by applicable statute. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 29th day of May, 1997. /s/ J. Thurston Roach (Seal) -------------------------------------------- Director, The Liberty Corporation A South Carolina Corporation /s/ Colleen Musgrave (Seal) - ------------------------------------ Notary Public for Washington State My Commission Expires: 4/1/2001 ------------- Exhibit 24.9 EX-24.10 13 POWER OF ATTORNEY EUGENE E STONE, IV 1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, EUGENE E. STONE, IV, Director of The Liberty Corporation, do hereby constitute and appoint Martha G. Williams and Susan E. Cyr and each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 and any amendments thereto (including any post-effective amendments) for The Performance Incentive Compensation Program, As Amended and Restated on February 4, 1997 (the "Program") of The Liberty Corporation and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, with respect to the registration in mid-1997 of shares of The Liberty Corporation common stock and related Rights to Purchase Series A Participating Cumulative Preferred Stock, which securities are to be offered to officers, other key employees and directors of The Liberty Corporation and its subsidiaries in accordance with and pursuant to the Program, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall not be affected by my physical disability or mental incompetence which renders me incapable of managing by own estate except as provided by applicable statute. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 30th day of May, 1997. /s/ Eugene E. Stone, IV (Seal) -------------------------------------------- Director, The Liberty Corporation A South Carolina Corporation /s/ Vickie L. Rasmussen (Seal) - ------------------------------------ Notary Public for South Carolina My Commission Expires: 10/4/2003 ------------- Exhibit 24.10 EX-24.11 14 POWER OF ATTORNEY WILLIAM B TIMMERMAN 1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, WILLIAM B. TIMMERMAN, Director of The Liberty Corporation, do hereby constitute and appoint Martha G. Williams and Susan E. Cyr and each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 and any amendments thereto (including any post-effective amendments) for The Performance Incentive Compensation Program, As Amended and Restated on February 4, 1997 (the "Program") of The Liberty Corporation and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, with respect to the registration in mid-1997 of shares of The Liberty Corporation common stock and related Rights to Purchase Series A Participating Cumulative Preferred Stock, which securities are to be offered to officers, other key employees and directors of The Liberty Corporation and its subsidiaries in accordance with and pursuant to the Program, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall not be affected by my physical disability or mental incompetence which renders me incapable of managing by own estate except as provided by applicable statute. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 6th day of May, 1997. /s/ William B. Timmerman (Seal) -------------------------------------------- Director, The Liberty Corporation A South Carolina Corporation /s/ Marjorie K. Williams (Seal) - ------------------------------------ Notary Public for South Carolina My Commission Expires: 7/6/2004 Exhibit 24.11 -----END PRIVACY-ENHANCED MESSAGE-----