sec document
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant | |
Filed by a Party other than the Registrant |X|
Check the appropriate box:
| | Preliminary Proxy Statement
| | Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
| | Definitive Proxy Statement
|X| Definitive Additional Materials
| | Soliciting Material Under Rule 14a-12
TRI-CONTINENTAL CORPORATION
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(Name of Registrant as Specified in Its Charter)
WESTERN INVESTMENT HEDGED PARTNERS L.P.
WESTERN INVESTMENT LLC
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
WESTERN INVESTMENT TOTAL RETURN MASTER FUND LTD.
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
BENCHMARK PLUS PARTNERS, L.L.C.
BENCHMARK PLUS MANAGEMENT, L.L.C.
PARADIGM PARTNERS, N.W., INC.
ARTHUR D. LIPSON
SCOTT FRANZBLAU
ROBERT FERGUSON
MICHAEL DUNMIRE
PAUL DEROSA
DAVID B. FORD
ELYSE NAKAJIMA
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
| | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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| | Fee paid previously with preliminary materials:
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| | Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid
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(2) Form, Schedule or Registration Statement No:
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(3) Filing Party:
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EXPLANATORY NOTE
Western Investment Hedged Partners L.P. together with other
Participants ("Western Investment") is filing materials contained in this
Schedule 14A with the Securities and Exchange Commission relating to the
definitive proxy statement and accompanying proxy cards filed with the
Securities and Exchange Commission on August 22, 2006 and to be used in
connection with the special meeting of stockholders of Tri-Continental
Corporation (the "Company") scheduled to be held on September 28, 2006 (the
"special meeting") to solicit votes in support of the election of Western
Investment's slate of director nominees and against certain of the Company's
proposals at the special meeting. Western Investment urges stockholders to read
its definitive proxy statement because it contains important information.
ITEM 1.
On September 18, 2006 Western Investment issued the following press
release.
FOR IMMEDIATE RELEASE
ISS RECOMMENDS SUPPORT FOR WESTERN INVESTMENT SLATE ON
GOLD CARD IN TRI-CONTINENTAL'S (NYSE-TY) PROXY BATTLE
CITES LONG-TERM TRADING DISCOUNT TO NAV, INVESTIGATIONS BY
SEC AND NEW YORK STATE ATTORNEY GENERAL
SALT LAKE CITY (September 18, 2006) Western Investment Hedged Partners L.P.
today announced that Institutional Shareholder Services ("ISS"), respected and
influential provider of voting advisory services to institutional investors
world-wide, recommends that its clients vote on the GOLD proxy card FOR Western
Investment's slate of nominees at the Tri-Continental Corporation (NYSE:TY)
Special Meeting of Stockholders scheduled for September 28th.
In making its recommendation, ISS noted both the ongoing investigations
involving J. & W. Seligman & Co. Incorporated, Tri-Continental's investment
manager, by the SEC and the New York State Attorney General's Office, and the
deep discount to NAV at which Tri-Continental has historically traded.
Pointing to "the Fund's discount to NAV that has persisted over the years", ISS
determined that a "mandate for change is justified". The ISS announcement added
that..."ISS believes that Eliot Spitzer's charges of market-timing arrangements
with various entities that violated Seligman funds' prospectuses and were
harmful to shareholders are quite serious, and recommends that shareholders vote
FOR Western Investment's director nominees."
Art Lipson, of Western Investment, commented: "We are gratified that ISS is
supporting the election of our slate of world-class investment professionals. We
expect to remain holders of Tri-Continental for the long term and, if elected,
we fully intend to work with our fellow board members to improve
Tri-Continental's performance, revamp its management and reduce the prevailing
discount to net asset value to a reasonable level. Given Seligman's current
stance regarding the ongoing investigations, we are convinced that stockholders
require the independent representation we intend to provide on the
Tri-Continental board."
Since the Special Meeting is only days away, Western Investment is asking
Tri-Continental stockholders to vote their shares today by phone or internet, or
to sign and return their GOLD proxy cards as soon as possible. Only the latest
dated proxy counts, so even if a stockholder has already sent in a proxy to
Tri-Continental, they have every legal right to change their vote and support
the Western Investment slate with the GOLD proxy card.
Contact:
INNISFREE M&A INCORPORATED - Michael Brinn (212)-750-8253
FOR ADDITIONAL INFORMATION, please visit: www.fixmyfund.com.
The website HTTP://WWW.FIXMYFUND.COM was updated to include a link to the above
letter.