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.
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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.
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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 21, 2006 Western Investment issued the following press
release.
FOR IMMEDIATE RELEASE
GLASS LEWIS AGAIN RECOMMENDS INVESTORS VOTE FOR WESTERN INVESTMENT SLATE ON GOLD
CARD IN TRI-CONTINENTAL'S (NYSE-TY) PROXY BATTLE
CITES FAILURE OF MANAGEMENT'S CURRENT STRATEGY TO CLOSE THE DISCOUNT GAP, THE
FUND'S HISTORICAL PERFORMANCE, AND BOARD'S ATTEMPT TO CIRCUMVENT ITS EXISTING
ELECTION PROCESS
SALT LAKE CITY--(BUSINESS WIRE)--Sept. 21, 2006--Western Investment Hedged
Partners L.P. today announced that Glass Lewis & Co., a leading 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 and AGAINST the company's charter amendment proposal at the
Tri-Continental Corporation (NYSE:TY) Special Meeting of Stockholders scheduled
for September 28th.
In making its recommendation, Glass Lewis noted: "Though we believe that the
fund's historical performance is cause enough for shareholder concern, the
board's attempts to circumvent its existing election process only causes us
additional worry. For these reasons as well as those discussed in our original
analysis [of the May 4, 2006 annual meeting], we recommend that shareholders
vote on the Dissident card (Gold) and FOR all Dissident nominees." Regarding the
board's charter amendment proposal to lower the quorum requirement for
shareholder meetings, Glass Lewis added, "It appears that management is seeking
to adopt this amendment merely to facilitate the election of the incumbent
nominees. Accordingly, we recommend that shareholders vote AGAINST this
proposal."
Art Lipson of Western Investment commented: "We are pleased that Glass Lewis is
lending its support to our efforts to improve Tri-Continental's performance,
revamp its management and reduce the prevailing discount to net asset value to a
reasonable level. By securing stockholder representation on the board of
directors, and preventing management from taking future actions with as little
as 17% stockholder support, we believe we are protecting the interests of all
Tri-Continental stockholders. We believe that this special meeting, which will
unnecessarily disturb stockholders and waste almost $1.5 million of stockholder
assets, shows how Seligman will go to any extreme to entrench itself."
Since the Special Meeting is only a week away, Western Investment urges
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.
For additional information, please visit: www.fixmyfund.com.
CONTACT: Innisfree M&A Incorporated
Michael Brinn, 212-750-8253
SOURCE: Western Investment Hedged Partners L.P.
FOR ADDITIONAL INFORMATION, please visit: www.fixmyfund.com.
The website HTTP://WWW.FIXMYFUND.COM was updated to include a link to the above
press release.