-----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, WTu7rvul/QuLOxkDYrOM+uI/oJb2PAHpcX8gkkXqh3iQLW3vJds2RFH36gFWBJVu vnBpVCO97SIYgE5ny9QITA== 0000950144-99-008364.txt : 19990701 0000950144-99-008364.hdr.sgml : 19990701 ACCESSION NUMBER: 0000950144-99-008364 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990630 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: 11-K SEC ACT: SEC FILE NUMBER: 001-05846 FILM NUMBER: 99656300 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 11-K 1 THE LIBERTY CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 11-K (Mark One) [XX] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number 1-5846 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: The Cosmos Broadcasting Corporation Retirement and Savings Plan --------------------------------------------------------------- B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: 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 incorporation or organization) Identification No.) Post Office Box 789, Wade Hampton Boulevard, Greenville, S. C. 29602 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (864) 609-8256 1 2 REQUIRED INFORMATION A. Financial Statements Report of Independent Auditors 8 Statements of Net Assets Available for Benefits 9 Statements of Changes in Net Assets Available for Benefits 10 Notes to Financial Statements 11 B. Exhibits Consent of Independent Auditors 22 2 3 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. The Cosmos Broadcasting Corporation Retirement and Savings Plan - --------------------------------------------------------------- (Name of Plan) The Liberty Corporation Date: June 25, 1999 - ----------------------- (Registrant/Issuer) /s/ Kenneth W. Jones - -------------------- Kenneth W. Jones Corporate Controller /s/ Martha G. Williams - ---------------------- Martha G. Williams Vice President, General Counsel and Secretary 3 4 Item 1. Plan History Plan Amended and Restated. Effective April 1, 1997, the net assets of The Liberty Corporation and Adopting Related Employers' 401(k) Thrift Plan merged with The Cosmos Broadcasting Corporation Profit Sharing Retirement Plan and Trust (for all applicable Cosmos participants). The merged plan was renamed The Cosmos Broadcasting Corporation Retirement and Savings Plan. The merged plan provides expanded investment selections and will retain the voluntary contribution, matching contribution, and profit sharing features for eligible Cosmos employees of the predecessor plan. Item 2. Changes in Investment Policy None. Item 3. Contributions Under the Plan Employer's Pretax Contributions Contributions under the Plan by The Cosmos Broadcasting Corporation and Cablevantage (the "Company") are measured by reference to the employees' contributions which may be on a pre-tax or after-tax basis. Employer matching contributions are made only on pre-tax employee contributions in accordance with a formula set each year by the employer's board of directors. During 1998, the Company contributed an amount equal to 100% of a participant's pre-tax contribution, up to a maximum of 3% of the participant's compensation. Employer pre-tax matching contributions totaling $877,000 from January 1, 1998 to December 31, 1998 were credited to the accounts of participating employees of the "Company". Employer's Discretionary Contributions In addition to making a matching pre-tax contribution, The Cosmos Broadcasting Corporation may make a separate discretionary contribution at the discretion of the Company's Board of Directors. If the Company elects to make a profit sharing contribution, it will be allocated among all participants who (1) are employed by the Company at the end of the applicable year and are credited with at least 1,000 hours of service for that year or (2) retire, die or become disabled during the applicable year. This allocation will be made after the end of the applicable year and will be based on each participant's compensation relative to the total compensation of all eligible participants (without regard to the participant's voluntary contributions). Employer discretionary contributions totaling $1,761,000 in 1998, were credited to the accounts of participating employees. Item 4. Participating Employees There were 1,051 enrolled participants in the Plan as of December 31, 1998. 4 5 Item 5. Administration of the Plan (a) Parties responsible for the administration of the Plan are: (1) the Plan Committee, made up of at least three members named by the Company, (2) the Trustee and (3) the Plan Administrator which is named by the Plan Committee. Item 5. Administration of the Plan The Plan Committee is responsible for the administration and operation of the Plan, except as to responsibilities which have been specifically assigned to the Trustee, to an Investment Manager, or to the Plan Administrator. Present members of the Plan Committee are employed by The Liberty Corporation or its subsidiaries and include the following: Artie L. Bedard Mary Anne Bunton Faith E. Gibson Quentin Kennedy Pamela A. Purvis Samuel H. Schaeffer G. Neil Smith Sandra Carpenter Thompson Evon A. Trotter Stephen Watkins, Jr. The Trustee is responsible for the management, investment and control of the assets of the Trust established by the Plan, and for the disbursements of benefits therefrom, except to the extent that the Trustee may be relieved of investment responsibility by the appointment of an Investment Manager or by direction of the Plan Committee. The present Trustee is Invesco Retirement Plan Services, 1201 Peachtree Street, N.E., Atlanta, Georgia 30361. Neuberger & Berman Pension Management, Inc. ("Neuberger & Berman") and Hellman Jordan Management Company, Inc. were Investment Managers of one of the nine funds comprising the Plan entitled Liberty Neuberger & Berman/Hellman Jordan Common Stock Fund (see page 9, Notes to Financial Statements - Description of Plan for further details) until April 22, 1998. Effective April 23, 1998, Neuberger & Berman Pension Management, Inc. became the sole Investment Manager of the Neuberger & Berman Common Stock Fund. Neuberger & Berman's address is 522 Fifth Avenue, New York, New York 10036. Hellman Jordan Management Company, Inc.'s address is P.O. Box 389, Boston, MA 02101. Liberty Investment Committee selects investment managers for each fund. Each fund is managed by its appointed investment manager and each investment manager has investment responsibility for designated fund. The Plan Administrator is currently an Administrative Committee which is responsible for the daily administration and operational functions of the Plan, including filing all reports with governmental agencies, providing Plan participants with information, preparing year-end reports to participants, maintaining all required records, interpreting the provisions of the Plan and settling disputes over the rights of employees, participants and beneficiaries. Present members of the Administrative Committee are employed by The Liberty Corporation and are stated as follows: Mary Anne Bunton Susan E. Cyr 5 6 Item 5. Administration of the Plan (continued) (b) For the year ended December 31, 1998, expenses of administration of the Plan of approximately $336,000, including fees and expenses of Trustee, and two of the Investment Managers, Neuberger & Berman and Hellman Jordan, and recordkeeper, Aon Consulting, Inc., and external auditors, Ernst & Young LLP were incurred and are paid out of the assets of the Plan. Item 6. Custodian of Investments (a) Invesco Retirement Plan Services, 1201 Peachtree Street, N.E., Atlanta, Georgia 30361. (b) The Trustee, Investors Fiduciary Trust Company received $40,000 during the year ended December 31, 1998. (c) No bond was furnished by Invesco Retirement Plan Services, the custodian of the Plan. Item 7. Reports to Participating Employees Each Plan participant receives a quarterly statement showing the balance in his Plan account (including a breakdown of the amounts invested in each investment fund offered), amounts contributed by him and by his Employer, dividends, interest and other gains credited to his account, any amounts forfeited or otherwise charged against his account, and additional shares purchased if the employee has elected to have some or all of his and his Employer's contributions invested in the Company's stock. These individualized reports, a copy of the proxy statement and a copy of the summary annual report are the reports that were distributed to Plan participants during the year ended December 31, 1998. Item 8. Investment of Funds (a) For the period January 1, 1998 to June 30, 1998, employee contributions and matching Employer contributions could be invested in the following funds available for investment under the Plan:
Name of Fund Description of Fund -------------------------------------------------------- ------------------------------------------------------------ Cosmos Unitized Fund A fund which invests solely in Common Stock of The Liberty Corporation Vanguard Institutional Money Market Reserve Fund A fund which invests in money market instruments Neuberger & Berman/Hellman Jordan A fund which invests in common stocks of medium Common Stock Fund- Hellman Jordan portion of fund and large companies was available January 1, 1998 to April 22, 1998 Vanguard Institutional Bond Index Fund A fund which invests in bond-related securities Loomis Sayles Bond Fund A fund which invests in investment-grade debt securities Vanguard Wellington Fund A fund which invests in common and preferred stocks and debt securities Vanguard Index 500 Fund A fund which invests in securities of companies listed on the Standard and Poor's 500 index Templeton Foreign Fund A fund which invests in foreign stocks and debt securities T. Rowe Price Small Cap Value Fund A fund which invests in common stocks of companies with market capitalizations of $500 million or less
6 7 Item 8. Investment of Funds (continued) For the period July 1, 1998 to December 31, 1998, employee contributions and matching Employer contributions could be invested in the following funds available for investment under the Plan:
Name of Fund Description of Fund -------------------------------------------------------- ------------------------------------------------------------ Cosmos Unitized Fund A fund which invests solely in Common Stock of The Liberty Corporation Invesco Retirement Trust Stable Value Fund A fund which invests in money market instruments Neuberger & Berman Common Stock Fund A fund which invests in common stocks of medium and large companies Vanguard Institutional Bond Index Fund A fund which invests in bond-related securities Loomis Sayles Bond Fund A fund which invests in investment-grade debt securities Invesco Retirement Trust Total Return Fund A fund which invests in a combination of equity & fixed income securities Invesco Retirement Trust Index 500 Fund A fund which invests in U.S. common stock securities This fund is seeking total return comparable to Standard and Poor's 500 index. GAM International Fund A fund which invests in foreign stocks and debt securities Invesco Retirement Trust Small Cap Value Fund A fund which invests in common stocks of companies seeking a total return of 2% to 3% higher than the Russell 2000 Small Stock Index
For the two years ended December 31, 1998, there were brokerage commissions paid by the Plan out of the Neuberger Berman/Hellman Jordan Common Stock Fund only. (b) No brokerage transactions effected for the Plan during the year ended December 31, 1998, were directed to brokers because of research services provided. Item 9. Financial Statements and Exhibits Page No. -------- (a) Financial Statements Report of Independent Auditors 8 Statements of Net Assets Available for Benefits 9 Statements of Changes in Net Assets Available for Benefits 10 Notes to Financial Statements 11 (b) Exhibits Consent of Independent Auditors 22 7 8 Report of Independent Auditors Administrative Committee of The Cosmos Broadcasting Corporation Retirement and Savings Plan and Board of Directors The Cosmos Broadcasting Corporation We have audited the accompanying statements of net assets available for benefits of The Cosmos Broadcasting Corporation Retirement and Savings Plan as of December 31, 1998 and 1997, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1998 and 1997, and the changes in its net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. Ernst & Young LLP Greenville, South Carolina May 28, 1999 8 9 The Cosmos Broadcasting Corporation Retirement and Savings Plan Statements of Net Assets Available for Benefits
December 31 1998 1997 ------------------------------ (In thousands) Assets Interest in The Liberty Corporation Retirement and Savings Trust $75,659 $65,958 Employer contributions receivable 1,761 1,719 ------------------------------ Total assets 77,420 67,677 Liability Accrued expenses 63 11 ------------------------------ Net assets available for benefits $77,357 $67,666 ==============================
See notes to financial statements 9 10 The Cosmos Broadcasting Corporation Retirement and Savings Plan Statements of Changes in Net Assets Available for Benefits
Year ended December 31 1998 1997 --------------------------- (In thousands) Additions: Net investment gain of The Liberty Corporation Retirement and Savings Trust $10,310 $12,099 Contributions: Participants 1,963 1,145 Employer 2,578 2,306 --------------------------- Total additions 14,851 15,550 Deductions: Benefits paid to participants 5,264 3,981 Administrative expenses 336 341 --------------------------- Total deductions 5,600 4,322 Net increase prior to merger 9,251 11,228 Merger from The Liberty Corporation and Adopting Related Employers' 401K Thrift Plan -- 21,258 Transfer from Gray Communications Systems, Inc. Capital Accumulation Plan 440 -- --------------------------- Increase in net assets available for benefits 9,691 32,486 Net assets available for benefits at beginning of year 67,666 35,180 --------------------------- Net assets available for benefits at end of year $77,357 $67,666 ===========================
See notes to financial statements 10 11 The Cosmos Broadcasting Corporation Retirement and Savings Plan Notes to Financial Statements December 31, 1998 1. Description of Plan The following description of the Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General Any employee of the company who has completed 1,000 hours of service in a calendar year or in the first 12 months of employment is eligible to participate in the plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974. Contributions Participation in the 401k portion of the Plan is voluntary. Eligible employees may elect to contribute up to a total of 13% of their compensation on either a pre-tax or after-tax basis, or a combination of both, through payroll deductions. Each participating employer makes matching contributions on pre-tax employee contributions of up to 3% of each employee participants' annual compensation. The matching percentage may be changed by resolution of the Board of Directors of the Company, effective at the beginning of any plan year (January 1). On an annual basis Cosmos Broadcasting Corporation contributes to the profit-sharing portion of the Plan, in the subsequent fiscal year, discretionary contributions equal to amounts authorized by the Board of Directors. Upon enrollment, a participant may direct employee and employer contributions to any of the Plan's fund options. Participants may change their investment options daily. Participant Accounts Each participant's account is credited with the participant's contributions and allocations of (a) the Company's contributions and (b) Plan earnings, and is charged with an allocation of administrative expenses. Allocations are based on participant contributions or account balances, as defined. Forfeited balances of terminated participants' nonvested accounts are used to reduce future company contributions. 11 12 The Cosmos Broadcasting Corporation Retirement and Savings Plan Notes to Financial Statements (continued) 1. Description of Plan (continued) Vesting Amounts credited to a participant's employee account, either before tax or after tax, are fully vested at all times. Amounts credited to a participant's employer matching and discretionary account vest based on the total number of years of service (as defined under the Plan) with the Company or its related employers: Number of Years Percentage of Service of Vesting ---------------------------- ------------------------ Less than 3 years - 3 years 25% 4 years 50% 5 years 75% 6 years 100% All amounts credited to a participant's employee (before tax or after tax) and employer matching accounts are fully vested upon termination of employment due to a participant's death, total disability or retirement, or after a participant has completed six or more years of service. Also, each employee is fully vested at his or her 65th birthday. Participant Loans Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan transactions are treated as a transfer from (to) the investment fund to (from) the loan fund. Loan terms range from 1-5 years, unless the loan is used for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates as determined by the Plan administrator. Principal and interest is paid ratably through payroll deductions. 12 13 The Cosmos Broadcasting Corporation Retirement and Savings Plan Notes to Financial Statements (continued) 1. Description of Plan (continued) Payment of Benefits A participant who has completed less than six years of service and is terminated for any reason other than those mentioned above forfeits the non-vested amounts in his employer matching account. All amounts credited to the employee's account (before tax or after tax) and all vested amounts credited to the employer's matching account are distributable upon termination in the form of a lump sum or installment payments. Forfeited accounts Forfeitures of non-vested balances in employer accounts of $131,000 in 1998 and $95,000 in 1997 were used to reduce employer contributions. The unallocated forfeitures were $120,000 and $70,000 at December 31, 1998 and 1997, respectively. Reversion to Special Fund The Cosmos Broadcasting Corporation Pension Plan and Trust Agreement for Technicians was terminated during 1992. In 1993, twenty-five percent (25%) of the excess assets were reverted to a special fund within the Profit Sharing Plan. The reversion is included on the statement of net assets available for benefits in the Invesco Retirement Trust Stable Value Fund. The reversion is to be allocated in no more than seven years to the accounts of those participants who were active participants in the pension plan upon its termination. An allocation of approximately $7,000 and $1,000 of the reversion was made during 1998 and 1997, respectively. Trust to Trust Transfer On August 3, 1998, The Cosmos Broadcasting Corporation acquired the NBC affiliate, WALB-TV in Albany, Georgia. Due to this acquisition the account balances attributable to former employees of WALB-TV that were hired by The Cosmos Broadcasting Corporation were transferred from Gray Communications Systems, Inc. Capital Accumulation Plan into The Cosmos Broadcasting Retirement and Savings Plan on December 1, 1998. 13 14 The Cosmos Broadcasting Corporation Retirement and Savings Plan Notes to Financial Statements (continued) 1. Description of Plan (continued) Plan History Effective April 1, 1997, the net assets of The Liberty Corporation and Adopting Related Employers' 401(k) Thrift Plan, a "qualified cash or deferred arrangement plan" under Section 401K of the Internal Revenue Code (for all applicable Cosmos participants) merged with The Cosmos Broadcasting Corporation Profit Sharing Retirement Plan and Trust, a discretionary profit sharing plan. The merged plan was renamed The Cosmos Broadcasting Corporation Retirement and Savings Plan ("the Plan"). The merged plan provides expanded investment options and will retain the voluntary contribution, matching contribution and profit sharing features for eligible Cosmos employees of the predecessor plan. Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts. 2. Summary of Significant Accounting Policies Investment Valuation and Income Recognition With respect to the Plan's investment in the Liberty Corporation Retirement and Savings Trust (Master Trust), marketable securities are stated at fair value. The participant loans are valued at their outstanding balances, which approximate fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates that effect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 14 15 The Cosmos Broadcasting Corporation Retirement and Savings Plan Notes to Financial Statements (continued) 2. Summary of Significant Accounting Policies (continued) Reclassifications Certain amounts for 1997 have been reclassified to conform with 1998 financial statement presentation. 3. Investment in the Master Trust Investments of the Plan are maintained in a Master Trust. The Liberty Corporation Retirement and Savings Trust is a master trust established to provide the trust functions for the assets and liabilities of the following retirement plans: The Liberty Corporation Retirement and Savings Plan and The Cosmos Broadcasting Corporation Retirement and Savings Plan. Employees of The Liberty Corporation, Liberty Life Insurance Company, Pierce National Life Insurance Company, Cosmos Broadcasting Corporation, Liberty Capital Advisors, Inc., Liberty Properties Group, Inc., Liberty Investment Group, Liberty Insurance Services Corporation and Special Services Corporation participate in the above-stated plans with the exception of the employees of Pierce National Life Insurance Company who will no longer participate in The Liberty Corporation Retirement and Savings Plan effective April 8, 1998 due to Pierce National Life Insurance Company being sold. The combined investments of the Master Trust, and Master Trust income (including unrealized appreciation or depreciation in fair value of investments) are allocated between the plans based on respective participant account balances. The Plan had an approximate 30% share and 28% share of the net assets of the Master Trust at December 31, 1998 and 1997, respectively. The investments of the Master Trust are held by Invesco Retirement Plan Services. The financial information by investment fund within the Master Trust relating to net assets available for benefits as of December 31, 1998 and 1997 is presented on the following pages. The following 1997 information has been corrected to reflect the continuing investment in The Liberty Corporation Retirement and Savings Trust. 15 16 The Cosmos Broadcasting Corporation Retirement and Savings Plan Notes to Financial Statements (continued) 3. Investment in the Master Trust (continued) The following table presents the fair value of the investments for the Master Trust as December 31: 1998 1997 ---------------------------- (In thousands) Investments at fair value: Money market funds $ 37,835 $ 26,476 Mutual funds 212,501 202,538 Loans 4,508 4,550 ---------------------------- $254,844 $233,564 ============================ Investment income for the Master Trust is as follows: Year ended December 31 1998 1997 ---------------------------- (In thousands) Net appreciation in fair value of investments determined by quoted market price: Mutual funds $28,806 $36,616 Interest income 52 1,158 Dividend income 3,709 3,848 ---------------------------- Total investment income $32,567 $41,622 ============================ 16 17 The Cosmos Broadcasting Corporation Retirement and Savings Plan Notes to Financial Statements (continued) 3. Investment in the Master Trust (continued) The following table presents the changes in net assets available for benefits, with fund information of the Plan for the year ended December 31, 1998:
Fund ---------------------------------------------------------------------------------- Neuberger & Berman/ Invesco Hellman Retirement Jordan Loomis Cash Cosmos Trust Common Vanguard Inst. Sayles Year ended December 31, 1998 Equivalents Unitized Stable Value Stock Bond Index Bond (In thousands): Fund Fund Fund Fund Fund Fund ---------------------------------------------------------------------------------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments $ -- $ 208 $ -- $ 7,592 $ 78 $ (173) Interest -- -- (10) -- -- 46 Dividends 1 40 (183) 6 201 266 ---------------------------------------------------------------------------------- Total investment income 1 248 (193) 7,598 279 139 Contributions: Participants -- 89 127 719 76 74 Employer -- 163 179 1,062 147 83 ---------------------------------------------------------------------------------- Total contributions -- 252 306 1,781 223 157 ---------------------------------------------------------------------------------- Total additions 1 500 113 9,379 502 296 Deductions from net assets attributed to: Benefits paid to participants 1 187 292 2,468 653 280 Administrative expenses -- 2 63 232 5 1 ---------------------------------------------------------------------------------- Total deductions 1 189 355 2,700 658 281 Interfund transfers (net) (31) (40) 6,432 (2,105) 531 371 ---------------------------------------------------------------------------------- Net increase (decrease) prior to merger (31) 271 6,190 4,574 375 386 Transfer from Gray Communications Systems, Inc. Capital Accumulation Plan -- -- 440 -- -- -- ---------------------------------------------------------------------------------- Net increase (decrease) (31) 271 6,630 4,574 375 386 Net assets available for benefits at beginning of year 31 2,532 -- 37,580 3,015 2,382 ---------------------------------------------------------------------------------- Net assets available for benefits at end of year $ -- $ 2,803 $ 6,630 $ 42,154 $3,390 $ 2,768 ==================================================================================
17 18
Information - ---------------------------------------------------------------------------------------------------------------------------------- Invesco Invesco Invesco Vanguard T. Rowe Retirement Retirement Retirement Inst. Money Price Trust Total Trust GAM Trust Small Market Vanguard Vanguard Templeton Small Return Index 500 International Cap Value Reserve Wellington Index 500 Foreign Cap Loan Fund Fund Fund Fund Fund Fund Fund Fund Value Fund Total - ---------------------------------------------------------------------------------------------------------------------------------- $ 167 $ 741 $ (126) $ (233) $ - $ 267 $ 998 $ 23 $ 68 $ - $ 9,610 - - - - - - - - - 36 (20) (7) 19 (15) 253 58 45 - - - 664 - ---------------------------------------------------------------------------------------------------------------------------------- 147 734 (107) (248) 253 325 1,043 23 68 - 10,310 120 248 36 75 79 80 117 36 87 - 1,963 189 302 84 172 33 39 63 19 43 - 2,578 - ---------------------------------------------------------------------------------------------------------------------------------- 309 550 120 247 112 119 180 55 130 - 4,541 - ---------------------------------------------------------------------------------------------------------------------------------- 456 1,284 13 (1) 365 444 1,223 78 198 - 14,851 1 151 62 21 509 195 293 9 41 101 5,264 - - - - 9 6 10 1 7 - 336 - ---------------------------------------------------------------------------------------------------------------------------------- 1 151 62 21 518 201 303 10 48 101 5,600 4,313 7,642 1,463 3,574 (5,921) (3,862) (6,684) (1,405) (4,486) 208 - - ---------------------------------------------------------------------------------------------------------------------------------- 4,768 8,775 1,414 3,552 (6,074) (3,619) (5,764) (1,337) (4,336) 107 9,251 - - - - - - - - - - 440 - ---------------------------------------------------------------------------------------------------------------------------------- 4,768 8,775 1,414 3,552 (6,074) (3,619) (5,764) (1,337) (4,336) 107 9,691 - - - - 6,074 3,619 5,764 1,337 4,336 996 67,666 - ---------------------------------------------------------------------------------------------------------------------------------- $4,768 $8,775 $1,414 $3,552 $ - $ - $ - $ - $ - $1,103 $77,357 ===================================================================================================================================
18 19 The Cosmos Broadcasting Corporation Retirement and Savings Plan Notes to Financial Statements (continued) 3. Investment in the Master Trust (continued) The following table presents the changes in net assets available for benefits, with fund information of the Plan for the year ended December 31, 1997:
Fund --------------------------------------------------------------------------------- Cosmos Vanguard Pension Cash and Inst. Money Money Intermediate Money Cash Cosmos Market Year ended December 31, 1997 Market Bond Market Equivalents Unitized Reserve (In thousands): Fund Fund Fund Fund Fund Fund --------------------------------------------------------------------------------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments $ - $ (5) $ - $ - $ 92 $ - Interest 82 38 - - 1 - Dividends - - - 1 10 315 ----------------------------------------------------------------------------------- Total investment income 82 33 - 1 103 315 Contributions: Participants - - - - 59 106 Employer - - - - 123 264 ----------------------------------------------------------------------------------- Total contributions - - - - 182 370 ----------------------------------------------------------------------------------- Total additions 82 33 - 1 285 685 Deductions from net assets attributed to: Benefits paid to participants 88 99 - - 93 1,141 Administrative expenses 2 - - - 2 16 ----------------------------------------------------------------------------------- Total deductions 90 99 - - 95 1,157 Interfund transfers (net) (6,282) (2,474) (30) 30 (1,579) 2,344 ----------------------------------------------------------------------------------- Net (decrease) increase prior to merger (6,290) (2,540) (30) 31 (1,389) 1,872 Merger from The Liberty Corporation and Adopting Related Employers' 401K Thrift Plan - - - - 1,685 4,202 ----------------------------------------------------------------------------------- Net (decrease) increase (6,290) (2,540) (30) 31 296 6,074 Net assets available for benefits at beginning of year 6,290 2,540 30 - 2,236 - ----------------------------------------------------------------------------------- Net assets available for benefits at end of year $ - $ - $ - $31 $ 2,532 $ 6,074 ===================================================================================
19 20
Information - --------------------------------------------------------------------------------------------------------------------- Neuberger & T. Rowe Berman/ Vanguard Loomis Price Hellman Jordan Inst. Sayles Vanguard Vanguard Templeton Small Common Stock Bond Index Bond Wellington Index 500 Foreign Cap Loan Fund Fund Fund Fund Fund Fund Value Fund Total - --------------------------------------------------------------------------------------------------------------------- $ 9,960 $ 134 $ (3) $ (71) $ 269 $ (204) $ 303 $ - $10,475 40 - 39 173 33 104 233 - 743 101 148 108 79 47 39 33 - 881 - --------------------------------------------------------------------------------------------------------------------- 10,101 282 144 181 349 (61) 569 - 12,099 483 50 34 92 163 50 108 - 1,145 953 138 70 193 282 87 196 - 2,306 - --------------------------------------------------------------------------------------------------------------------- 1,436 188 104 285 445 137 304 - 3,451 - --------------------------------------------------------------------------------------------------------------------- 11,537 470 248 466 794 76 873 - 15,550 1,998 179 9 28 264 5 55 22 3,981 297 6 1 5 7 - 5 - 341 - --------------------------------------------------------------------------------------------------------------------- 2,295 185 10 33 271 5 60 22 4,322 (8,751) 1,173 2,144 3,186 5,241 1,266 3,523 209 - - --------------------------------------------------------------------------------------------------------------------- 491 1,458 2,382 3,619 5,764 1,337 4,336 187 11,228 13,005 1,557 - - - - - 809 21,258 - --------------------------------------------------------------------------------------------------------------------- 13,496 3,015 2,382 3,619 5,764 1,337 4,336 996 32,486 24,084 - - - - - - - 35,180 - --------------------------------------------------------------------------------------------------------------------- $37,580 $3,015 $2,382 $3,619 $5,764 $1,337 $4,336 $996 $67,666 =====================================================================================================================
20 21 The Cosmos Broadcasting Corporation Retirement and Savings Plan Notes to Financial Statements (continued) 4. Income Tax Status The Plan received a favorable determination letter dated October 20, 1998 from the Internal Revenue Service. This determination letter states that the Plan, as amended and restated, will continue to be qualified under Section 401(a) of the Internal Revenue Code, and the related trust is not subject to income taxation. The Plan is required to operate in conformity with the Internal Revenue Code to maintain its qualification. The Plan Committee believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt. 5. Transactions with Parties-In-Interest The Plan received dividends of $40,000 in 1998 and $54,000 in 1997 from The Liberty Corporation and interest of $359,000 in 1998 and $160,000 in 1997 from a short-term investment fund sponsored by the Plan trustee. 6. Year 2000 (Unaudited) The Plan Sponsor has developed a plan to modify its internal information technology to be ready for the Year 2000 and has begun converting critical data processing systems. The project also includes determining whether third party service providers have reasonable plans in place to become Year 2000 compliant. The Plan Sponsor currently expects the project to be substantially complete by mid-1999 and does not expect this project to have a significant effect on plan operations. 21 22 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-22285) pertaining to The Cosmos Broadcasting Corporation Retirement and Savings Plan of our report dated May 28, 1999, with respect to the financial statements of The Cosmos Broadcasting Corporation Retirement and Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1998. ERNST & YOUNG LLP Greenville, South Carolina June 25, 1999 22 -----END PRIVACY-ENHANCED MESSAGE-----