sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 6)(1)
Tri-Continental Corporation
---------------------------
(Name of Issuer)
Common Stock, Par Value $0.50 Per Share
$2.50 Cummulative Prefered Stock
---------------------------------------
(Title of Class of Securities)
895436103
---------
(CUSIP Number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 16, 2006
----------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
NOTE. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. SEE Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 72 Pages)
----------------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, SEE the
NOTES).
---------------------- ----------------------
CUSIP No. 895436103 13D Page 2 of 72 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WESTERN INVESTMENT LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 7,200 shares of Preferred Stock
OWNED BY 6,695,615 shares of Common Stock
EACH -----------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
7,200 shares of Preferred Stock
6,695,615 shares of Common Stock
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,200 shares of Preferred Stock
6,695,615 shares of Common Stock
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than one percent of the Preferred Stock outstanding
6.3% of the Common Stock outstanding
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 895436103 13D Page 3 of 72 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ARTHUR D. LIPSON
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO, PF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 7,200 shares of Preferred Stock
OWNED BY 6,696,516 shares of Common Stock
EACH -----------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
7,200 shares of Preferred Stock
6,696,516 shares of Common Stock
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,200 shares of Preferred Stock
6,696,516 shares of Common Stock
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than one percent of the Preferred Stock outstanding
6.3% of the Common Stock outstanding
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 895436103 13D Page 4 of 72 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WESTERN INVESTMENT HEDGED PARTNERS L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,039,915 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,039,915 shares of Common Stock
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,039,915 shares of Common Stock
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9% of the Common Stock outstanding
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 895436103 13D Page 5 of 72 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WESTERN INVESTMENT TOTAL RETURN MASTER FUND LTD.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 744,000 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
744,000 shares of Common Stock
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
744,000 shares of Common Stock
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7% of the Common Stock outstanding
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 895436103 13D Page 6 of 72 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 7,200 shares of Preferred Stock
OWNED BY 2,911,700 shares of Common Stock
EACH -----------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
7,200 shares of Preferred Stock
2,911,700 shares of Common Stock
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,200 shares of Preferred Stock
2,911,700 shares of Common Stock
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than one percent of the Preferred Stock outstanding
2.8% of the Common Stock outstanding
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 895436103 13D Page 7 of 72 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,810,050 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,810,050 shares of Common Stock
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,810,050 shares of Common Stock
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% of the Common Stock outstanding
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 895436103 13D Page 8 of 72 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BENCHMARK PLUS PARTNERS, L.L.C.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,525,175 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,525,175 shares of Common Stock
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,525,175 shares of Common Stock
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4% of the Common Stock outstanding
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 895436103 13D Page 9 of 72 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BENCHMARK PLUS MANAGEMENT, L.L.C.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,810,050 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,810,050 shares of Common Stock
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,810,050 shares of Common Stock
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% of the Common Stock outstanding
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 895436103 13D Page 10 of 72 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PARADIGM PARTNERS, N.W., INC.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
WASHINGTON
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,525,175 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,525,175 shares of Common Stock
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,525,175 shares of Common Stock
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4% of the Common Stock outstanding
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 895436103 13D Page 11 of 72 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SCOTT FRANZBLAU
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
WASHINGTON
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,810,050 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,810,050 shares of Common Stock
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,810,050 shares of Common Stock
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% of the Common Stock outstanding
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 895436103 13D Page 12 of 72 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ROBERT FERGUSON
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,335,225 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,335,225 shares of Common Stock
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,335,225 shares of Common Stock
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2% of the Common Stock outstanding
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 895436103 13D Page 13 of 72 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MICHAEL DUNMIRE
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,525,175 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,525,175 shares of Common Stock
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,525,175 shares of Common Stock
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4% of the Common Stock outstanding
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 895436103 13D Page 14 of 72 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PAUL DEROSA
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 100 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
100 shares of Common Stock
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
100 shares of Common Stock
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than one percent of the Common Stock outstanding
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 895436103 13D Page 15 of 72 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DAVID B. FORD
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 100 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
100 shares of Common Stock
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
100 shares of Common Stock
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than one percent
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 895436103 13D Page 16 of 72 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ELYSE NAKAJIMA
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 100 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
100 shares of Common Stock
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
100 shares of Common Stock
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than one percent of the Common Stock outstanding
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 895436103 13D Page 17 of 72 Pages
---------------------- ----------------------
The following constitutes Amendment No. 6 ("Amendment No. 6")
to the Schedule 13D filed by the undersigned. This Amendment No. 6 amends the
Schedule 13D as specifically set forth.
Item 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended as follows:
Mr. David Ford ceased to be a Reporting Person immediately
following the Issuer's special meeting of stockholders, originally held on
September 28, 2006 and subsequently adjourned. Accordingly, all references to
Mr. Ford in Item 2 are hereby deleted and Item 2 shall be read and construed
with all references to Mr. Ford deleted.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated as follows:
The aggregate purchase price of the 6,695,615 shares of common
stock, $.50 par value per share (the "Common Stock") beneficially owned by WILLC
is approximately $128,114,363, including brokerage commissions, and the
aggregate purchase price of the 7,200 shares of $2.50 cumulative preferred stock
(the "Preferred Stock") beneficially owned by WILLC is approximately $310,266,
including brokerage commissions. The shares of Common Stock and Preferred Stock
beneficially owned by WILLC were acquired with the working capital of each of
WIHP, WIAP and WITR. The aggregate purchase price of the 901 shares of Common
Stock owned directly by Mr. Lipson is approximately $18,785, including brokerage
commissions. The shares of Common Stock owned directly by Mr. Lipson were
acquired with personal funds. The aggregate purchase price of the 1,810,050
shares of Common Stock beneficially owned by BPM is approximately $33,422,538,
including brokerage commissions. The shares of Common Stock beneficially owned
by BPM were acquired with the working capital of BPIP. The aggregate purchase
price of the 1,525,175 shares of Common Stock beneficially owned by PPNW is
approximately $27,359,797, including brokerage commissions. The shares of Common
Stock beneficially owned by PPNW were acquired with the working capital of BPP.
Ms. Nakajima received a gift of 100 shares of Common Stock from Mr. Lipson on
February 24, 2006. Mr. DeRosa received a gift of 100 shares of Common Stock from
WIHP on July 5, 2006.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and restated as follows:
On October 17, 2006, WIHP and Mr. Lipson submitted a letter
(the "Nomination Letter") to the Issuer's stockholder service agent nominating a
slate of three nominees comprised of Arthur D. Lipson, Paul DeRosa and Robert
Ferguson (collectively, the "Nominees") for election to the Board of Directors
of the Issuer at the next annual meeting of the Issuer's stockholders, or any
other meeting of stockholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the "Annual Meeting").
The Reporting Persons intend to make a filing with the Securities and Exchange
---------------------- ----------------------
CUSIP No. 895436103 13D Page 18 of 72 Pages
---------------------- ----------------------
Commission of a proxy statement to be used, among other things, to solicit votes
in support of the election of the Nominees at the Annual Meeting. The Reporting
Persons reserve the right to take any action they deem appropriate related to
this issue.
No Reporting Person has any present plan or proposal which
would relate to or result in any of the matters set forth in subparagraphs (a) -
(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur
upon completion of any of the actions discussed above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated as follows:
(a) The aggregate percentage of shares of Common Stock
reported owned by each person named herein is based upon 105,533,774 shares of
Common Stock outstanding and 752,740 shares of Preferred Stock outstanding as of
July 25, 2006, as reported in the Issuer's DEFC 14A, filed with the Securities
and Exchange Commission on July 27, 2006.
As of the close of business on October 18, 2006, WIHP, WIAP,
WITR, BPIP and BPP beneficially owned 3,039,915, 2,911,700, 744,000, 1,810,050
and 1,525,175 shares of Common Stock, respectively, constituting approximately
2.9%, 2.8%, 0.7%, 1.7% and 1.4%, respectively, of the shares of Common Stock
outstanding. WILLC beneficially owned 6,695,615 shares of Common Stock,
constituting approximately 6.3% of the shares of Common Stock outstanding. Mr.
Lipson beneficially owned 6,696,516 shares of Common Stock, constituting
approximately 6.3% of the shares of Common Stock outstanding. Each of WIAP,
WILLC and Mr. Lipson beneficially owned 7,200 shares of Preferred Stock,
constituting less than one percent of the shares of Preferred Stock outstanding.
Mr. Franzblau beneficially owned 1,810,050 shares of Common Stock, constituting
approximately 1.7% of the shares of Common Stock outstanding. Mr. Dunmire
beneficially owned 1,525,175 shares of Common Stock, constituting approximately
1.4% of the shares of Common Stock outstanding. Mr. Ferguson beneficially owned
3,335,225 shares of Common Stock, constituting approximately 3.2% of the shares
of Common Stock outstanding. Mr. DeRosa and Ms. Nakajima both owned 100 shares
of Common Stock, constituting less than one percent of the shares of Common
Stock outstanding.
As the general partner, managing member or investment manager,
as the case may be, of WIHP, WIAP and WITR, WILLC may be deemed to beneficially
own the 6,695,615 shares of Common Stock and 7,200 shares of Preferred Stock,
owned in the aggregate by WIHP, WIAP and WITR. As the managing member of WILLC,
Mr. Lipson may be deemed to beneficially own the 6,695,615 shares of Common
Stock and 7,200 shares of Preferred Stock beneficially owned by WILLC, in
addition to the 901 shares of Common Stock owned directly by Mr. Lipson. As the
managing member of BPIP, BPM may be deemed to beneficially own the 1,810,050
shares of Common Stock owned by BPIP. As the managing members of BPM, Messrs.
Franzblau and Ferguson may be deemed to beneficially own the 1,810,050 shares of
Common Stock beneficially owned by BPM. As the managing member of BPP, PPNW may
be deemed to beneficially own the 1,525,175 shares of Common Stock owned by BPP.
As the President and Chairman of the Board, respectively, of PPNW, Messrs.
Ferguson and Dunmire may be deemed to beneficially own the 1,525,175 shares of
Common Stock beneficially owned by PPNW.
---------------------- ----------------------
CUSIP No. 895436103 13D Page 19 of 72 Pages
---------------------- ----------------------
Each of WILLC, Mr. Lipson, WIHP, WIAP and WITR disclaims
beneficial ownership of the shares of Common Stock Stock beneficially owned by
the other Reporting Persons. Each of Mr. DeRosa and Ms. Nakajima disclaim
beneficial ownership of the shares of Common Stock and Preferred Stock
beneficially owned by the other Reporting Persons.
Each of BPIP, BPM and Mr. Franzblau disclaim beneficial
ownership of the shares of Common Stock and Preferred Stock beneficially owned
by the other Reporting Persons. Each of BPP, PPNW and Mr. Dunmire disclaim
beneficial ownership of the shares of Common Stock and Preferred Stock
beneficially owned by the other Reporting Persons. Mr. Ferguson disclaims
beneficial ownership of the shares of Common Stock and Preferred Stock
beneficially owned by the other Reporting Persons, with the exception of BPIP,
BPM, BPP and PPNW.
(b) WILLC has sole voting and investment power over WIHP's,
WIAP's and WITR's security holdings and Mr. Lipson, in his role as the managing
member of WILLC, controls WIHP's, WIAP's and WITR's voting and investment
decisions. Each of WILLC and Mr. Lipson is deemed to have sole voting and
dispositive power over the shares of Common Stock and Preferred Stock reported
as beneficially owned by WIHP, WIAP and WITR by virtue of their respective
positions as described in paragraph (a). Neither WILLC, Mr. Lipson, WIHP, WIAP
nor WITR has voting or dispositive control over the shares of Common Stock
beneficially owned by BPIP, BPP, BPM, PPNW, Mr. Franzblau, Mr. Ferguson, Mr.
Dunmire, Mr. DeRosa or Ms. Nakajima. Neither Mr. DeRosa nor Ms. Nakajima has
voting or dispositive control over the shares of Common Stock or Preferred Stock
beneficially owned by the other Reporting Persons.
Each of PPNW, Mr. Ferguson and Mr. Dunmire is deemed to have
sole voting and dispositive power over the shares of Common Stock reported as
beneficially owned by BPP by virtue of their respective positions as described
in paragraph (a). Each of BPM and Messrs. Franzblau and Ferguson is deemed to
have sole voting and dispositive power over the shares of Common Stock reported
as beneficially owned by BPIP by virtue of their respective positions as
described in paragraph (a). Neither BPP, PPNW nor Mr. Dunmire has voting or
dispositive control over the shares of Common Stock or Preferred Stock
beneficially owned by the other Reporting Persons. Neither BPIP, BPM nor Mr.
Franzblau has voting or dispositive control over the shares of Common Stock or
Preferred Stock beneficially owned by the other Reporting Persons. Mr. Ferguson
has no voting or dispositive control over the shares of Common Stock or
Preferred Stock beneficially owned by the other Reporting Persons, with the
exception of BPIP, BPM, BPP and PPNW.
(c) Schedule A attached hereto reports all transactions in the
shares of Common Stock and Preferred Stock by the Reporting Persons effected
since the last transaction reported in Amendment No. 5 to the Schedule 13D.
Except where otherwise noted, all of such transactions were effected in the open
market.
---------------------- ----------------------
CUSIP No. 895436103 13D Page 20 of 72 Pages
---------------------- ----------------------
(d) No person other than the Reporting Persons is known to
have the right to receive, or the power to direct the receipt of dividends from,
or proceeds from the sale of, the shares of Common Stock or Preferred Stock, as
the case may be.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Persons entered into an Amendment to Joint Filing and
Solicitation Agreement, dated October 16, 2006 (the "Amendment"), whereby the
parties thereto amended the Joint Filing and Solicitation Agreement, made July
3, 2006 (the "Joint Filing and Solicitation Agreement" and as amended by the
Amendment, the "Amended Joint Filing and Solicitation Agreement"). Pursuant to
the Amended Joint Filing and Solicitation Agreement, among other things, (a) the
parties thereto agreed that the terms and agreements set forth in the Joint
Filing and Solicitation Agreement remain in effect with respect to the Annual
Meeting, (b) the parties agreed to the joint filing on behalf of each of them of
statements on Schedule 13D with respect to the securities of the Issuer, (c) the
parties agreed to vote in favor of the election of the Nominees and stockholder
proposal submitted by WIHP to the issuer and to solicit proxies or written
consents for the election of the Nominees, or any other person(s) nominated by
Arthur D. Lipson at the Annual Meeting and in favor of the approval of the
stockholder proposal submitted by WIHP to the Issuer (the "Solicitation"), (d)
WILLC agreed to indemnify and hold each of Paul DeRosa and Robert Ferguson
harmless from and against any and all claims of any nature, whenever brought,
arising from such Nominee's nomination for election as director of Issuer, and
the Solicitation, and (e) WILLC agreed to bear all expenses incurred in
connection with the Group's activities, including approved expenses incurred by
any of the parties in connection with the Solicitation, subject to certain
limitations. WIHP, WIAP, WITR, BPIP, BPM, BPP and PPNW have separately agreed to
reimburse WILLC on a pro rata basis for these expenses. David B. Ford withdrew
from the Joint Filing and Solicitation Agreement and is not party to the
Solicitation. The Amendment is attached as an exhibit hereto and is incorporated
herein by reference.
Other than as described herein, there are no contracts,
arrangements, understandings or relationships among the Reporting Persons, or
between the Reporting Persons and any other person, with respect to the
securities of the Issuer.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Nomination Letter from Arthur D. Lipson to Tri-Continental
Corporation, dated October 17, 2006.
2. Amendment to Joint Filing and Solicitation Agreement by
and among Western Investment LLC, Western Investment
Hedged Partners LP, Western Investment Activism Partners
LLC, Western Investment Total Return Master Fund Ltd.,
Arthur D. Lipson, Paul DeRosa, Elyse Nakajima, Benchmark
Plus Institutional Partners, L.L.C., Benchmark Plus
Management, L.L.C., Benchmark Plus Partners, L.L.C.,
Paradigm Partners, N.W., Inc., Scott Franzblau, Robert
Ferguson and Michael Dunmire, dated October 16, 2006.
---------------------- ----------------------
CUSIP No. 895436103 13D Page 21 of 72 Pages
---------------------- ----------------------
3. Power of Attorney of Elyse Nakajima
4. Power of Attorney of David B. Ford
---------------------- ----------------------
CUSIP No. 895436103 13D Page 22 of 72 Pages
---------------------- ----------------------
SIGNATURES
----------
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: October 20, 2006 WESTERN INVESTMENT LLC
By: /s/ Arthur D. Lipson
------------------------------------
Name: Arthur D. Lipson
Title: Sole Member
WESTERN INVESTMENT HEDGED PARTNERS L.P.
By: Western Investment LLC,
Its General Partner
By: /s/ Arthur D. Lipson
------------------------------------
Name: Arthur D. Lipson
Title: Managing Member
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
By: Western Investment LLC,
Its Managing Member
By: /s/ Arthur D. Lipson
------------------------------------
Name: Arthur D. Lipson
Title: Managing Member
WESTERN INVESTMENT TOTAL RETURN MASTER
FUND LTD.
By: Western Investment LLC,
Its Investment Manager
By: /s/ Arthur D. Lipson
------------------------------------
Name: Arthur D. Lipson
Title: Managing Member
---------------------- ----------------------
CUSIP No. 895436103 13D Page 23 of 72 Pages
---------------------- ----------------------
BENCHMARK PLUS INSTITUTIONAL PARTNERS,
L.L.C.
By: Benchmark Plus Management, L.L.C.,
Its Managing Member
By: /s/ Scott Franzblau
------------------------------------
Name: Scott Franzblau
Title: Managing Member
By: /s/ Robert Ferguson
------------------------------------
Name: Robert Ferguson
Title: Managing Member
BENCHMARK PLUS MANAGEMENT, L.L.C.
By: /s/ Scott Franzblau
------------------------------------
Name: Scott Franzblau
Title: Managing Member
By: /s/ Robert Ferguson
------------------------------------
Name: Robert Ferguson
Title: Managing Member
BENCHMARK PLUS PARTNERS, L.L.C.
By: Paradigm Partners, N.W., Inc.
Its Managing Member
By: /s/ Robert Ferguson
------------------------------------
Name: Robert Ferguson
Title: President
By: /s/ Michael Dunmire
------------------------------------
Name: Michael Dunmire
Title: Chairman of the Board
PARADIGM PARTNERS, N.W., INC.
By: /s/ Robert Ferguson
------------------------------------
Name: Robert Ferguson
Title: President
By: /s/ Michael Dunmire
------------------------------------
Name: Michael Dunmire
Title: Chairman of the Board
---------------------- ----------------------
CUSIP No. 895436103 13D Page 24 of 72 Pages
---------------------- ----------------------
/s/ Arthur D. Lipson
----------------------------------------
ARTHUR D. LIPSON
/s/ Scott Franzblau
----------------------------------------
SCOTT FRANZBLAU
/s/ Robert Ferguson
----------------------------------------
ROBERT FERGUSON
/s/ Michael Dunmire
----------------------------------------
MICHAEL DUNMIRE
/s/ Paul DeRosa
----------------------------------------
PAUL DEROSA
---------------------- ----------------------
CUSIP No. 895436103 13D Page 25 of 72 Pages
---------------------- ----------------------
ELYSE NAKAJIMA
By: /s/ Arthur D. Lipson
------------------------------------
Arthur D. Lipson, as Attorney-in-Fact
for Elyse Nakajima
---------------------- ----------------------
CUSIP No. 895436103 13D Page 26 of 72 Pages
---------------------- ----------------------
DAVID B. FORD
By: /s/ Arthur D. Lipson
------------------------------------
Arthur D. Lipson, as Attorney-in-Fact
for David B. Ford
---------------------- ----------------------
CUSIP No. 895436103 13D Page 27 of 72 Pages
---------------------- ----------------------
SCHEDULE A
----------
PURCHASES AND SALES IN THE COMMON STOCK OF TRI-CONTINENTAL
SINCE THE LAST TRANSACTION REPORTED IN AMENDMENT NO. 5
TO THE SCHEDULE 13D
Transaction Quantity Date Price ($)
----------- -------- ---- ---------
WESTERN INVESTMENT HEDGED PARTNERS, L.P.
Sell 65,100 09/20/06 20.8121
Sell 70,000 09/21/06 20.7761
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
Sell 75,600 09/18/06 20.7031
Sell 164,300 09/19/06 20.7018
Sell 130,000 09/22/06 20.6702
Buy 7,000 09/29/06 20.9565
Buy 18,300 10/06/06 21.0410
WESTERN INVESTMENT TOTAL RETURN MASTER FUND LTD.
Buy 16,600 07/11/06 19.4179
Buy 4,000 07/13/06 19.1375
Buy 1,300 07/14/06 18.8919
Buy 53,100 07/17/06 18.9185
Buy 42,400 07/18/06 18.9227
Buy 10,500 07/19/06 19.1424
Buy 29,300 07/19/06 19.2811
Buy 7,100 07/20/06 19.3516
Buy 19,200 07/24/06 19.2967
Sell 3,000 07/24/06 19.2211
Buy 17,900 07/25/06 19.3654
Buy 22,500 07/26/06 19.4883
Buy 12,200 07/27/06 19.6288
Buy 23,100 07/28/06 19.6993
Buy 3,900 07/31/06 19.7273
Buy 7,400 08/01/06 19.6111
Buy 11,700 08/02/06 19.6929
Buy 21,900 08/03/06 19.7309
Buy 1,400 08/07/06 19.5721
Buy 6,500 08/08/06 19.6008
Buy 20,300 08/09/06 19.6371
Buy 39,900 08/10/06 19.4416
Buy 7,000 08/14/06 19.5791
BENCHMARK PLUS PARTNERS, L.L.C.
Buy 2,300 08/28/06 20.2500
Buy 100 09/20/06 20.9050
---------------------- ----------------------
CUSIP No. 895436103 13D Page 28 of 72 Pages
---------------------- ----------------------
Transaction Quantity Date Price ($)
----------- -------- ---- ---------
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
Buy 20,000 08/15/06 19.7221
Buy 19,100 08/16/06 19.9379
Buy 27,200 08/17/06 20.0425
Buy 38,300 08/18/06 20.2663
Buy 1,900 08/24/06 20.1861
Buy 100 08/25/06 20.3050
Buy 82,100 08/29/06 20.2887
Buy 6,900 08/30/06 20.3558
Buy 16,400 08/31/06 20.4765
Buy 40,200 09/01/06 20.5042
Buy 15,000 09/05/06 20.5454
Buy 25,000 09/13/06 20.4662
Buy 100 09/14/06 20.6250
Buy 1,700 09/15/06 20.6209
Buy 200 09/18/06 20.7650
PURCHASES AND SALES IN THE PREFERRED STOCK OF TRI-CONTINENTAL
SINCE THE LAST TRANSACTION REPORTED IN AMENDMENT NO. 5 TO THE
SCHEDULE 13D
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
Transaction Quantity Date Price ($)
----------- -------- ---- ---------
Buy 200 07/21/06 42.0585
Buy 300 07/26/06 41.9600
Buy 500 08/02/06 42.2265
Buy 100 08/07/06 42.2700
Buy 1,900 08/09/06 42.2137
Buy 1,100 08/17/06 42.9345
Buy 100 08/18/06 43.1085
Buy 300 08/22/06 43.1500
Buy 500 08/25/06 43.2900
Buy 100 08/30/06 43.3000
Buy 200 08/31/06 43.6000
Buy 200 09/25/06 44.5500
Buy 700 09/26/06 44.4300
Buy 1,000 10/05/06 44.5300
---------------------- ----------------------
CUSIP No. 895436103 13D Page 29 of 72 Pages
---------------------- ----------------------
Exhibit 1
ARTHUR D. LIPSON
C/O WESTERN INVESTMENT LLC
2855 EAST COTTONWOOD PARKWAY, SUITE 110
SALT LAKE CITY, UTAH 84121
October 17, 2006
BY HAND
Tri-Continental Corporation
c/o Seligman Data Corp.
100 Park Avenue
New York, New York 10017
Attn: Corporate Secretary
Re: NOTICE OF INTENTION TO NOMINATE INDIVIDUALS FOR ELECTION AS
DIRECTORS AT ANNUAL MEETING OF STOCKHOLDERS OF TRI-CONTINENTAL
CORPORATION
Dear Sir:
This letter shall serve to satisfy the advance notice requirements of
Article II, Section 10 of the Amended and Restated Bylaws (the "Bylaws") of
Tri-Continental Corporation ("Tri-Continental") as to the nomination by Arthur
D. Lipson of three (3) nominees for election to the Board of Directors of
Tri-Continental (the "Tri-Continental Board") at the next annual meeting of
stockholders of Tri-Continental, or any other meeting of stockholders held in
lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof (the "Annual Meeting").
This letter and all Exhibits attached hereto are collectively referred
to as the "Notice." Arthur D. Lipson is the beneficial owner of 6,696,516 shares
of common stock, $.50 par value per share (the "Common Stock"), of
Tri-Continental, 900 shares of which are held of record by Arthur D. Lipson, and
is the beneficial owner of 7,200 shares of $2.50 cumulative preferred stock (the
"Preferred Stock"). Arthur D. Lipson's address, as believed to appear on
Tri-Continental's books, is P.O. Box 71869, Salt Lake City, Utah 84171. Through
this Notice, Arthur D. Lipson hereby nominates and notifies you of his intent to
nominate Arthur D. Lipson, Paul DeRosa and Robert Ferguson as nominees (the
"Nominees") to be elected to the Tri-Continental Board at the Annual Meeting.
Arthur D. Lipson believes that the terms of three (3) directors currently
serving on the Tri-Continental Board expire at the Annual Meeting. To the extent
there are in excess of three (3) vacancies on the Tri-Continental Board to be
filled by election at the Annual Meeting or Tri-Continental increases the size
of the Tri-Continental Board above its existing size, Arthur D. Lipson reserves
the right to nominate additional nominees to be elected to the Tri-Continental
Board at the Annual Meeting. Any additional nominations made pursuant to the
preceding sentence are without prejudice to the position of Arthur D. Lipson
that any attempt by Tri-Continental to increase the size of the Tri-Continental
Board or to reconstitute or reconfigure the classes on which the current
directors serve would constitute an unlawful manipulation of Tri-Continental's
corporate machinery. Additionally, if this Notice shall be deemed for any reason
to be ineffective with respect to the nomination of any of the Nominees at the
---------------------- ----------------------
CUSIP No. 895436103 13D Page 30 of 72 Pages
---------------------- ----------------------
Annual Meeting, or if any individual Nominee shall be unable to serve for any
reason, this Notice shall continue to be effective with respect to the remaining
Nominee(s) and as to any replacement Nominee(s) selected by Arthur D. Lipson.
The information concerning the Nominees required by Article II, Section
10 of the Bylaws is set forth below:
(i) NAME, AGE, BUSINESS ADDRESS AND RESIDENCE ADDRESS OF THE NOMINEES:
Name and Age Business Address Residence Address
------------ ---------------- -----------------
Arthur D. Lipson c/o Western Investment LLC 8011 S. Dazzling View Circle
(Age 63) 2855 E. Cottonwood Parkway, Suite 110 Salt Lake City, UT 84121
Salt Lake City, UT 84121
Paul DeRosa c/o MT Lucas, LLC 71 Forest Road
(Age 64) 730 Fifth Avenue Tenafly, NJ 07670
New York, NY 10019
Robert Ferguson c/o Benchmark Plus Management, L.L.C. 6135 Bayview Drive NE
(Age 50) 820 A Street, Suite 700 Tacoma, WA 98422
Tacoma, WA 98402
(ii) CLASS, SERIES AND NUMBER OF SHARES OF STOCK OF TRI-CONTINENTAL THAT ARE
BENEFICIALLY OWNED BY THE NOMINEES:
Name Class / Series Beneficial Ownership
---- -------------- --------------------
Arthur D. Lipson Common Stock, Mr. Lipson beneficially owns 6,696,516 shares of Common
$.50 par value Stock and 7,200 shares of Preferred Stock consisting of
901 shares of Common Stock held directly by Mr. Lipson
$2.50 Cumulative and 6,695,615 shares of Common Stock and 7,200 shares of
Preferred Stock Preferred Stock beneficially owned by Western Investment
LLC ("WILLC"). Mr. Lipson may be deemed to beneficially
own the 6,695,615 shares of Common Stock and the 7,200
shares of Preferred Stock beneficially owned by WILLC by
virtue of his ability to vote and dispose of such shares
as the sole managing member of WILLC.
Paul DeRosa Common Stock, Mr. DeRosa beneficially owns 100 shares of Common Stock.
$.50 par value
Robert Ferguson Common Stock, Mr. Ferguson may be deemed to beneficially own the
$.50 par value 1,810,050 shares of Common Stock beneficially owned by
Benchmark Plus Institutional Partners, L.L.C. ("BPIP") by
---------------------- ----------------------
CUSIP No. 895436103 13D Page 31 of 72 Pages
---------------------- ----------------------
virtue of his ability to vote and dispose of such shares as
a managing member of Benchmark Plus Management, L.L.C.
("BPM"), which in turn is the managing member of BPIP.
Mr. Ferguson may also be deemed to beneficially own the
1,525,175 shares of Common Stock beneficially owned by
Benchmark Plus Partners, L.L.C. ("BPP") by virtue of his
ability to vote and dispose of such shares as a President
of Paradigm Partners, N.W., Inc. ("PPNW"), which in turn is
the managing member of BPP.
(iii) THE DATE SUCH SHARES WERE ACQUIRED AND THE INVESTMENT INTENT OF SUCH
ACQUISITION:
Name Date Acquired Investment Intent
---- ------------- -----------------
Arthur D. Lipson The date of purchase and number of See below.
shares acquired by Mr. Lipson and
the Stockholder Associated Persons
(as defined in the Bylaws) listed in
Section (vi) of this Notice are set
forth in Exhibit A and in the
Schedule 13D filed and to be filed
with the Securities and Exchange
Commission with respect to the
securities of Tri-Continental. Mr.
Lipson may be deemed to beneficially
own the shares beneficially owned by
WILLC but does not have the power to
vote or dispose, and disclaims
beneficial ownership of, the shares
beneficially owned by BPIP and BPP.
Paul DeRosa The date of acquisition and number Mr. DeRosa acquired the shares as a gift
of shares acquired by Mr. DeRosa are from Western Investment Hedged Partners
set forth in Exhibit A and in the L.P. and reserves the right to take any
Schedule 13D filed and to be filed and all action permitted by law with
with the Securities and Exchange respect to his shareholding in
Commission with respect to the Tri-Continental.
securities of Tri-Continental.
Robert Ferguson The date of acquisition and number See below.
of shares acquired by Mr. Ferguson
---------------------- ----------------------
CUSIP No. 895436103 13D Page 32 of 72 Pages
---------------------- ----------------------
are set forth in Exhibit A and in
the Schedule 13D filed and to be
filed with the Securities and
Exchange Commission with respect to
the securities of Tri-Continental.
Mr. Lipson and Mr. Ferguson purchased their respective shareholdings in
Tri-Continental based on their belief that the Tri-Continental shares,
when purchased, were undervalued and represented an investment
opportunity.
Mr. Lipson and Mr. Ferguson are concerned by the persistent discount to
net asset value at which the shares of Tri-Continental have been
trading. They believe that the Board of Directors of Tri-Continental
has not been taking appropriate action to cause the discount to net
asset value to be eliminated or reduced. They intend to engage in
discussions with management and the Board of Directors of
Tri-Continental and other stockholders about possible solutions to the
discount to net asset value at which Tri-Continental's shares have been
trading. Mr. Lipson and Mr. Ferguson reserve the right to take any
other action they deem appropriate related to this issue.
Mr. Lipson and Mr. Ferguson intend to review their investment in
Tri-Continental on a continuing basis and engage in discussions with
management and the Board of Directors of Tri-Continental concerning the
business, operations and future plans of Tri-Continental. Depending on
various factors including, without limitation, Tri-Continental's
financial position and investment strategy, the price levels of its
shares, conditions in the securities markets and general economic and
industry conditions, Mr. Lipson and Mr. Ferguson may in the future take
such actions with respect to their investment in Tri-Continental as
they deem appropriate including, without limitation, seeking additional
board representation, making proposals to Tri-Continental concerning
the operations of Tri-Continental, purchasing additional
Tri-Continental shares, selling some or all of their Tri-Continental
shares, or changing their intention with respect to any and all matters
referred.
(iv) WHETHER THE STOCKHOLDERS GIVING THE NOTICE BELIEVE ANY NOMINEE IS, OR
IS NOT, AN "INTERESTED PERSON" OF TRI-CONTINENTAL, AS DEFINED IN THE
1940 ACT, AND INFORMATION REGARDING SUCH INDIVIDUAL THAT IS SUFFICIENT,
IN THE DISCRETION OF THE BOARD OF DIRECTORS OR ANY COMMITTEE THEREOF OR
ANY AUTHORIZED OFFICER OF TRI-CONTINENTAL, TO MAKE SUCH DETERMINATION:
Arthur D. Lipson does not believe any Nominee is an "interested person"
of Tri-Continental, as defined in the Investment Company Act of 1940.
Arthur D. Lipson does not believe there is any relevant information
other than the information already set forth herein regarding any of
the Nominees that would allow the Tri-Continental Board or any
committee thereof or any authorized officer to make a determination to
the contrary.
(v) ANY OTHER BUSINESS THAT THE STOCKHOLDER PROPOSES TO BRING BEFORE THE
ANNUAL MEETING, A DESCRIPTION OF SUCH BUSINESS, THE REASONS FOR
PROPOSING SUCH BUSINESS AT THE ANNUAL MEETING AND ANY MATERIAL INTEREST
---------------------- ----------------------
CUSIP No. 895436103 13D Page 33 of 72 Pages
---------------------- ----------------------
IN SUCH BUSINESS OF SUCH STOCKHOLDER AND ANY STOCKHOLDER ASSOCIATED
PERSON (AS DEFINED IN THE BYLAWS), INDIVIDUALLY OR IN THE AGGREGATE,
INCLUDING ANY ANTICIPATED BENEFIT TO THE STOCKHOLDER AND THE
STOCKHOLDER ASSOCIATED PERSON THEREFROM;
In addition to the election of the Nominees, Western Investment Hedged
Partners L.P. ("WIHP") has submitted a resolution and supporting
statement (the "Stockholder Proposal") pursuant to Rule 14a-8 under the
Securities Exchange Act of 1934, as amended, to be included in
Tri-Continental's proxy statement in respect of the Annual Meeting. A
copy of the letter dated October 16, 2006 from WIHP to Tri-Continental
submitting the Stockholder Proposal is attached as EXHIBIT B hereto.
The supporting statement enumerates the reasons for proposing the
resolution. Mr. Lipson is the managing member of Western Investment
LLC, the general partner of WIHP. Other than through their interests as
stockholders, Arthur D. Lipson and any Stockholder Associated Persons
have no material interest in such Stockholder Proposal, individually or
in the aggregate.
(vi) CLASS, SERIES AND NUMBER OF SHARES OF STOCK OF TRI-CONTINENTAL WHICH
ARE OWNED BY THE STOCKHOLDERS GIVING THE NOTICE AND STOCKHOLDER
ASSOCIATED PERSONS (AS DEFINED IN THE BYLAWS), AND THE NOMINEE HOLDER
FOR, AND NUMBER OF, SHARES OWNED BENEFICIALLY BUT NOT OF RECORD BY SUCH
STOCKHOLDERS AND BY ANY SUCH STOCKHOLDER ASSOCIATED PERSONS:
The following table sets forth the name, address and beneficial
ownership of securities of the Stockholders giving this Notice as well
as all the members of the Group (as defined herein). Reference is made
to the Schedule 13D filed and to be filed with the Securities and
Exchange Commission for more information regarding the members of the
Group.
Name Class / Series Ownership / Nominee Holder
---- -------------- --------------------------
Western Investment Hedged Common Stock, 1,000 shares owned of record.
Partners L.P. $.50 par value
3,039,915 shares owned beneficially, (1,000
shares of which are held of record and
3,038,915 shares of which are owned of
record by Cede & Co.).
Western Investment Activism Common Stock, 2,911,700 shares of Common Stock and 7,200
Partners LLC ("WIAP") $.50 par value, shares of Preferred Stock owned
$2.50 Cumulative beneficially (owned of record by Cede &
Preferred Stock Co.).
Western Investment Total Return Common Stock, 744,000 shares owned beneficially (owned of
Master Fund Ltd. ("WITR") $.50 par value record by Cede & Co.).
---------------------- ----------------------
CUSIP No. 895436103 13D Page 34 of 72 Pages
---------------------- ----------------------
Western Investment LLC Common Stock, As the general partner, managing member,
$.50 par value, and investment manager, as the case may be,
$2.50 Cumulative of WIHP, WIAP, and WITR, WILLC may be
Preferred Stock deemed to beneficially own the 6,695,615
shares of Common Stock and the 7,200 shares
of Preferred Stock owned in the aggregate
by WIHP, WIAP and WITR, as set forth in
further detail in this Section (vi).
Arthur D. Lipson Common Stock, 900 shares of Common Stock owned of record
$.50 par value, and one share of Common Stock owned
$2.50 Cumulative beneficially (owned of record by Cede &
Preferred Stock Co.).
Mr. Lipson may also be deemed to
beneficially own the 6,695,615 shares of
Common Stock and the 7,200 shares of
Preferred Stock beneficially owned by WILLC
by virtue of his ability to vote and
dispose of such shares as the sole managing
member of WILLC.
Benchmark Plus Institutional Common Stock, 1,810,050 shares owned beneficially (owned
Partners, L.L.C. $.50 par value of record by Cede & Co.).
Benchmark Plus Management, Common Stock, BPM may be deemed to beneficially own the
L.L.C. $.50 par value 1,810,050 shares beneficially owned by BPIP
by virtue of its ability to vote and
dispose of such shares as the managing
member of BPIP.
Benchmark Plus Partners, L.L.C. Common Stock, 1,525,175 shares owned beneficially (owned
$.50 par value of record by Cede & Co.).
Paradigm Partners, N.W., Inc. Common Stock, PPNW may be deemed to beneficially own the
$.50 par value 1,525,175 shares beneficially owned by BPP
by virtue of its ability to vote and
dispose of such shares as the managing
member of BPP.
---------------------- ----------------------
CUSIP No. 895436103 13D Page 35 of 72 Pages
---------------------- ----------------------
Scott Franzblau Common Stock, Mr. Franzblau may be deemed to beneficially
$.50 par value own the 1,810,050 shares beneficially owned
by BPIP by virtue of his ability to vote
and dispose of such shares as a managing
member of BPM, which in turn is the
managing member of BPIP.
Robert Ferguson Common Stock, Mr. Ferguson may be deemed to beneficially
$.50 par value own the 1,810,050 shares beneficially owned
by BPIP by virtue of his ability to vote
and dispose of such shares as a managing
member of BPM, which in turn is the
managing member of BPIP.
Mr. Ferguson may also be deemed to
beneficially own the 1,525,175 shares
beneficially owned by BPP by virtue of his
ability to vote and dispose of such shares
as a President of PPNW, which in turn is
the managing member of BPP.
Michael Dunmire Common Stock, Mr. Dunmire may be deemed to beneficially
$.50 par value own the 1,525,175 shares beneficially owned
by BPP by virtue of his ability to vote and
dispose of such shares as Chairman of PPNW,
which in turn is the managing member of
BPP.
Elyse Nakajima Common Stock, 100 shares owned of record.
$.50 par value
Paul DeRosa Common Stock, 100 shares owned beneficially (owned of
$.50 par value record by Cede & Co.).
(vii) THE NAME AND ADDRESS, AS BELIEVED TO APPEAR ON TRI-CONTINENTAL'S STOCK
LEDGER, AND CURRENT NAME AND ADDRESS, IF DIFFERENT, OF THE STOCKHOLDER
GIVING THE NOTICE AND STOCKHOLDER ASSOCIATED PERSONS (AS DEFINED IN THE
BYLAWS) WHO CURRENTLY BENEFICIALLY OWN SHARES:
(a) STOCKHOLDER GIVING THE NOTICE NAME / ADDRESS ON STOCK LEDGER
Arthur D. Lipson Arthur D. Lipson
c/o Western Investment LLC P.O. Box 71869
2855 East Cottonwood Parkway, Suite 110 Salt Lake City, Utah 84171
Salt Lake City, Utah 84121
---------------------- ----------------------
CUSIP No. 895436103 13D Page 36 of 72 Pages
---------------------- ----------------------
(b) STOCKHOLDER ASSOCIATED PERSONS
Western Investment Hedged Partners L.P. Same
2855 East Cottonwood Parkway, Suite 110
Salt Lake City, Utah 84121
Western Investment Activism Partners LLC N/A
2855 East Cottonwood Parkway, Suite 110
Salt Lake City, Utah 84121
Western Investment Total Return Master Fund Ltd. N/A
2855 East Cottonwood Parkway, Suite 110
Salt Lake City, Utah 84121
Western Investment LLC N/A
2855 East Cottonwood Parkway, Suite 110
Salt Lake City, Utah 84121
Benchmark Plus Institutional Partners, L.L.C. N/A
820 A Street, Suite 700
Tacoma, Washington 98402
Benchmark Plus Management, L.L.C. N/A
820 A Street, Suite 700
Tacoma, Washington 98402
Benchmark Plus Partners, L.L.C. N/A
820 A Street, Suite 700
Tacoma, Washington 98402
Paradigm Partners, N.W., Inc. N/A
820 A Street, Suite 700
Tacoma, Washington 98402
Scott Franzblau N/A
820 A Street, Suite 700
Tacoma, Washington 98402
Robert Ferguson N/A
820 A Street, Suite 700
Tacoma, Washington 98402
---------------------- ----------------------
CUSIP No. 895436103 13D Page 37 of 72 Pages
---------------------- ----------------------
Michael Dunmire N/A
820 A Street, Suite 700
Tacoma, Washington 98402
Elyse Nakajima Same
545 West 111th Street, Apt. 5B
New York, NY 10025
Paul DeRosa N/A
c/o MT Lucas, LLC
730 Fifth Avenue
New York, NY 10019
(viii) TO THE EXTENT KNOWN BY THE STOCKHOLDER GIVING THE NOTICE, THE NAME AND
ADDRESS OF ANY OTHER STOCKHOLDER SUPPORTING THE NOMINEES FOR ELECTION
AS A DIRECTOR ON THE DATE OF THIS NOTICE:
As of the date hereof, Arthur D. Lipson is not aware of any other
stockholder supporting the Nominees for election at the Annual Meeting
other than the persons and entities named in this Notice.
(ix) ALL OTHER INFORMATION RELATING TO THE NOMINEES THAT IS REQUIRED TO BE
DISCLOSED IN SOLICITATIONS OF PROXIES FOR ELECTION OF DIRECTORS IN AN
ELECTION CONTEST, OR IS OTHERWISE REQUIRED, IN EACH CASE PURSUANT TO
REGULATION 14A UNDER THE EXCHANGE ACT AND THE RULES THEREUNDER:
ARTHUR D. LIPSON has been managing private investment partnerships
since 1995. He has been the sole managing member of WILLC, a Delaware
limited liability company that has acted as the general partner,
managing member or investment manager, as the case may be, of private
investment partnerships in the Western Investment funds since 1997.
Western Investment specializes in investing in undervalued companies.
Mr. Lipson has additional substantial experience in sales & trading and
research, including previously heading all fixed income research for
Lehman Brothers and for Paine Webber, was a known leader in the
industry, and created, among other things, the Lehman Brothers bond
indices. Mr. Lipson received a Masters of Science from Columbia
University and a Bachelor of Science from the California Institute of
Technology.
PAUL DEROSA has been a principal since November 1998 of Mt. Lucas
Management Corporation, an asset management company. From March 1988 to
July 1995, Mr. DeRosa served as Managing Director of Eastbridge Capital
Inc., a bond trading company. Previously, Mr. DeRosa served in various
capacities with Citibank NA, including as a Division Head of Citicorp
Investment Bank where he was entrusted with the responsibility of
managing Citibank's proprietary bond portfolio. He also has extensive
experience supervising the investment management process. Mr. DeRosa is
currently a director of Intervest Bancshares Corporation (ticker:
IBCA), a highly successful financial holding company. Mr. DeRosa
received a Ph.D. in Economics from Columbia University and has served
as a staff economist for the Federal Reserve Bank of New York.
---------------------- ----------------------
CUSIP No. 895436103 13D Page 38 of 72 Pages
---------------------- ----------------------
ROBERT FERGUSON has served as a principal of Benchmark Plus Management,
L.L.C., the managing member of BPIP, since 1997. BPIP is in the
business of acquiring, holding and disposing of investments in various
companies. Mr. Ferguson received a Master of Business Administration
degree from The Wharton School of Business, University of Pennsylvania
and a Bachelor of Science degree in Business Administration from Oregon
State University.
For information regarding transactions during the past two years of
securities of Tri-Continental by the persons and entities named herein, please
see EXHIBIT A.
As of October 16, 2006, the dollar range of shares of Tri-Continental
beneficially owned by each Nominee is as follows:
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES
DOLLAR RANGE OF EQUITY IN ALL FUNDS TO BE OVERSEEN BY NOMINEE IN
NAME OF NOMINEE SECURITIES IN TRI-CONTINENTAL SELIGMAN FAMILY OF INVESTMENT COMPANIES
Arthur D. Lipson Over $100,000 Over $100,000
Paul DeRosa $1 to $10,000 $1 to $10,000
Robert Ferguson Over $100,000 Over $100,000
If elected to the Tri-Continental Board, the Nominees would not oversee
any registered investment company within the Seligman family of
investment companies other than Tri-Continental.
WIHP, WIAP, WITR, WILLC, Arthur D. Lipson, Paul DeRosa, Elyse Nakajima,
BPIP, BPM, BPP, PPNW, Scott Franzblau, Robert Ferguson and Michael
Dunmire (collectively, the "Group") entered into an Amendment to Joint
Filing and Solicitation Agreement, dated October 16, 2006 (the
"Amendment"), whereby the parties thereto amended the Joint Filing and
Solicitation Agreement, made July 3, 2006 (the "Joint Filing and
Solicitation Agreement" and as amended by the Amendment, the "Amended
Joint Filing and Solicitation Agreement"). Pursuant to the Amended
Joint Filing and Solicitation Agreement, among other things, (a) the
parties thereto agreed that the terms and agreements set forth in the
Joint Filing Agreement remain in effect with respect to the Annual
Meeting, (b) the parties agreed to the joint filing on behalf of each
of them of statements on Schedule 13D with respect to the securities of
Tri-Continental, (c) the parties agreed to vote in favor of the
election of the Nominees and the Stockholder Proposal and to solicit
proxies or written consents for the election of the Nominees, or any
other person(s) nominated by Arthur D. Lipson at the Annual Meeting and
in favor of the approval of the Stockholder Proposal (the
"Solicitation"), (d) WILLC agreed to indemnify and hold each of Paul
DeRosa and Robert Ferguson harmless from and against any and all claims
---------------------- ----------------------
CUSIP No. 895436103 13D Page 39 of 72 Pages
---------------------- ----------------------
of any nature, whenever brought, arising from such Nominee's nomination
for election as director of Tri-Continental, and the Solicitation, and
(e) WILLC agreed to bear all expenses incurred in connection with the
Group's activities, including approved expenses incurred by any of the
parties in connection with the Solicitation, subject to certain
limitations. David B. Ford withdrew from the Joint Filing and
Solicitation Agreement and is not party to the Solicitation.
The information contained in the Schedule 13D filed or to be filed by
the members of the Group with respect to Tri-Continental is deemed
incorporated by reference herein and accordingly all information
contained in this Notice is deemed to be supplemented by the
information in the Schedule 13D.
Other than as stated above, there are no arrangements or understandings
between Arthur D. Lipson and each Nominee or any other person or
persons pursuant to which the nominations described herein are to be
made, other than the consents by the Nominees to be named as a nominee
in this Notice, to be named as a nominee in any proxy statement filed
by Arthur D. Lipson in connection with the Annual Meeting and to serve
as a director of Tri-Continental, if so elected. Such consents are
attached hereto as EXHIBIT C.
Except as set forth in this Notice (including the Exhibits hereto), (i)
during the past 10 years, no Nominee has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors); (ii)
no Nominee directly or indirectly beneficially owns any securities of
Tri-Continental; (iii) no Nominee owns any securities of
Tri-Continental which are owned of record but not beneficially; (iv) no
Nominee has purchased or sold any securities of Tri-Continental during
the past two years; (v) no part of the purchase price or market value
of the securities of Tri-Continental owned by any Nominee is
represented by funds borrowed or otherwise obtained for the purpose of
acquiring or holding such securities; (vi) no Nominee is, or within the
past year was, a party to any contract, arrangements or understandings
with any person with respect to any securities of Tri-Continental,
including, but not limited to, joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of
profit, division of losses or profits, or the giving or withholding of
proxies; (vii) no associate of any Nominee owns beneficially, directly
or indirectly, any securities of Tri-Continental; (viii) no Nominee
owns beneficially, directly or indirectly, any securities of any parent
or subsidiary of Tri-Continental; (ix) no Nominee or any of his/her
associates was a party to any transaction, or series of similar
transactions, since the beginning of Tri-Continental's last fiscal
year, or is a party to any currently proposed transaction, or series of
similar transactions, to which Tri-Continental or any of its
subsidiaries was or is to be a party, in which the amount involved
exceeds $120,000; and (x) no Nominee or any of his/her associates has
any arrangement or understanding with any person with respect to any
future employment by Tri-Continental or its affiliates, or with respect
to any future transactions to which Tri-Continental or any of its
affiliates will or may be a party. WIHP, WIAP, WITR, BPIP and BPP
purchased their Tri-Continental shares in margin accounts, where they
are held together with other publicly traded securities.
Arthur D. Lipson intends to appear in person or by proxy at the Annual
Meeting to nominate the persons specified in this Notice for election
to the Tri-Continental Board.
---------------------- ----------------------
CUSIP No. 895436103 13D Page 40 of 72 Pages
---------------------- ----------------------
Please address any correspondence to Arthur D. Lipson, telephone (801)
942-7803, facsimile (801) 942-1625 (with a copy to my counsel, Olshan Grundman
Frome Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 East 55th Street, New
York, New York 10022, Attention: Steven Wolosky, Esq., telephone (212) 451-2333,
facsimile (212) 451-2222). The giving of this Notice is not an admission that
any procedures for notice concerning the nomination of directors to the
Tri-Continental Board are legal, valid or binding, and Arthur D. Lipson reserves
the right to challenge their validity.
Very truly yours,
/s/ Arthur D. Lipson
------------------------------------
ARTHUR D. LIPSON
---------------------- ----------------------
CUSIP No. 895436103 13D Page 41 of 72 Pages
---------------------- ----------------------
EXHIBIT A
TRANSACTIONS IN THE COMMON STOCK OF TRI-CONTINENTAL
Transaction Quantity Date Price ($)
----------- -------- ---- ---------
WESTERN INVESTMENT HEDGED PARTNERS, L.P.
Buy 400 10/19/04 16.4910
Buy 13,000 10/20/04 16.3751
Buy 13,500 10/21/04 16.5128
Buy 18,600 10/22/04 16.5008
Buy 3,100 10/25/04 16.3207
Buy 21,900 10/26/04 16.5234
Buy 17,500 10/27/04 16.6873
Buy 12,800 10/28/04 16.8541
Buy 300 10/29/04 16.9352
Buy 27,500 11/01/04 16.9027
Buy 32,600 11/02/04 17.0161
Buy 8,300 11/02/04 16.9971
Buy 4,000 11/12/04 17.6973
Buy 5,000 11/15/04 17.7822
Buy 36,400 12/15/04 18.0468
Buy 8,400 12/27/04 18.1645
Buy 12,200 12/28/04 18.1363
Buy 16,000 12/31/04 18.2800
Buy 62,900 12/31/04 18.2800
Buy 700 01/10/05 17.9328
Buy 2,600 01/11/05 17.8423
Buy 3,000 01/13/05 17.6618
Buy 10,900 01/14/05 17.7564
Buy 17,500 01/18/05 17.7912
Buy 9,600 01/19/05 17.8072
Buy 2,000 01/21/05 17.6535
Buy 2,500 01/24/05 17.4681
Buy 200 01/27/05 17.5835
Buy 10,600 01/28/05 17.5634
Buy 7,500 01/31/05 17.6454
Buy 6,900 02/02/05 17.7666
Buy 24,400 04/18/05 17.2760
Buy 11,500 04/19/05 17.3535
Buy 10,700 04/20/05 17.1833
Buy 17,900 05/20/05 17.8302
Buy 13,800 05/23/05 17.9107
Buy 11,300 05/24/05 17.8940
Buy 26,500 05/25/05 17.8479
Buy 56,400 05/26/05 17.9034
---------------------- ----------------------
CUSIP No. 895436103 13D Page 42 of 72 Pages
---------------------- ----------------------
Transaction Quantity Date Price ($)
----------- -------- ---- ---------
Buy 5,300 05/27/05 17.9496
Buy 1,700 05/27/05 17.9585
Buy 2,000 06/03/05 18.0011
Sell 1,000 07/18/05 18.2707
Sell 1,300 07/21/05 18.4107
Buy 400 07/29/05 18.4800
Buy 2,300 10/04/05 18.2565
Buy 19,000 10/05/05 18.1118
Buy 30,400 10/06/05 17.9522
Buy 17,200 10/07/05 17.9067
Buy 1,800 10/10/05 17.8944
Buy 300 10/11/05 17.8200
Buy 2,700 10/12/05 17.6804
Buy 100 10/13/05 17.6200
Buy 27,600 10/14/05 17.6910
Buy 31,800 10/17/05 17.7842
Buy 59,800 10/18/05 17.8096
Buy 95,300 10/19/05 17.8047
Buy 5,400 10/20/05 17.9100
Buy 47,200 10/21/05 17.7650
Buy 76,500 10/24/05 17.8869
Buy 7,300 10/25/05 17.9377
Buy 8,200 10/26/05 17.9571
Buy 500 10/27/05 17.8360
Buy 11,300 10/28/05 17.8881
Buy 12,400 10/31/05 18.0410
Buy 5,900 11/02/05 18.1234
Buy 1,400 11/08/05 18.2100
Buy 6,800 11/09/05 18.2501
Buy 1,000 12/01/05 18.7680
Buy 315 12/02/05 18.7100
Buy 500 12/27/05 18.7300
Buy 15,100 12/27/05 18.7342
Buy 3,800 12/29/05 18.6602
Sell 400,000 01/06/06 19.1589
Buy 10,000 01/19/06 19.7500
Buy 5,000 01/20/06 19.7470
Buy 10,700 01/26/06 19.6019
Buy 8,600 01/27/06 19.7293
Buy 6,600 01/27/06 19.5998
Buy 9,600 01/30/06 19.7462
Buy 5,000 02/01/06 19.7170
Buy 19,800 02/02/06 19.6575
Buy 7,500 02/03/06 19.4568
---------------------- ----------------------
CUSIP No. 895436103 13D Page 43 of 72 Pages
---------------------- ----------------------
Transaction Quantity Date Price ($)
----------- -------- ---- ---------
Buy 17,200 02/06/06 19.4471
Buy 31,900 02/08/06 19.3886
Buy 9,300 02/09/06 19.5183
Buy 33,600 02/13/06 19.4685
Buy 68,100 02/14/06 19.5387
Buy 32,900 02/15/06 19.6410
Buy 30,000 03/01/06 19.9024
Buy 19,800 03/07/06 19.8846
Buy 25,200 03/08/06 19.8854
Buy 6,500 03/09/06 19.9822
Buy 64,200 03/10/06 19.9879
Buy 12,700 03/13/06 19.9850
Buy 22,500 03/14/06 20.0925
Buy 2,100 03/14/06 20.0698
Buy 16,400 03/15/06 20.1656
Buy 1,500 03/24/06 20.2985
Buy 31,200 03/30/06 20.2727
Buy 9,300 03/31/06 20.3070
Buy 19,000 04/03/06 20.3504
Buy 21,500 04/04/06 20.4136
Buy 65,500 04/05/06 20.5568
Buy 115,800 04/05/06 20.5550
Buy 1,900 04/06/06 20.5676
Sell 800 04/06/06 20.6009
Buy 3,200 04/07/06 20.5028
Buy 7,400 04/10/06 20.4461
Buy 20,400 04/11/06 20.2968
Buy 30,400 04/12/06 20.3140
Buy 16,300 04/13/06 20.2925
Buy 58,300 04/17/06 20.2629
Buy 37,200 04/18/06 20.3394
Buy 46,600 04/19/06 20.5013
Buy 38,800 04/20/06 20.5273
Buy 29,000 04/21/06 20.5664
Buy 40,500 04/24/06 20.5094
Buy 5,200 04/25/06 20.4547
Buy 21,300 04/26/06 20.5862
Buy 29,300 04/27/06 20.5772
Buy 22,100 04/28/06 20.5514
Buy 10,500 05/01/06 20.6084
Buy 27,300 05/02/06 20.5953
Buy 400,000 05/04/06 20.5625
Buy 30,000 05/04/06 20.5189
Buy 24,500 05/05/06 20.6690
---------------------- ----------------------
CUSIP No. 895436103 13D Page 44 of 72 Pages
---------------------- ----------------------
Transaction Quantity Date Price ($)
----------- -------- ---- ---------
Sell 5,300 05/05/06 20.6635
Sell 900 05/05/06 20.6594
Buy 39,800 05/08/06 20.6475
Buy 59,300 05/15/06 20.0425
Buy 20,100 05/16/06 20.1099
Buy 34,400 05/17/06 19.8080
Buy 42,100 05/18/06 19.7895
Buy 39,500 05/19/06 19.7235
Buy 59,100 05/22/06 19.6808
Buy 22,900 05/23/06 19.7540
Buy 30,000 05/24/06 19.5736
Sell 12,000 06/06/06 19.5978
Sell 500 06/07/06 19.5544
Sell 200 06/08/06 19.2194
Transferred as Gift 200 07/05/06 N/A
Sell 65,100 09/20/06 20.8121
Sell 70,000 09/21/06 20.7761
WESTERN INVESTMENT INSTITUTIONAL PARTNERS LLC
Buy 5,300 12/03/04 17.9389
Buy 11,900 12/07/04 17.8839
Buy 15,000 12/08/04 17.7830
Buy 14,100 12/09/04 17.8686
Buy 3,000 12/10/04 17.8785
Buy 3,000 12/10/04 17.8585
Buy 42,600 12/10/04 17.8571
Buy 21,100 12/13/04 17.9713
Buy 70,000 12/15/04 18.0466
Buy 3,200 12/22/04 18.0429
Buy 6,400 12/23/04 18.1597
Buy 42,000 12/27/04 18.1635
Buy 22,500 12/29/04 18.1905
Buy 6,000 12/30/04 18.2264
Buy 4,300 12/30/04 18.2279
Buy 400 12/31/04 18.2835
Sell 5,300 03/29/05 17.6185
Sell 11,900 03/29/05 17.6185
Sell 15,000 03/29/05 17.6185
Sell 14,100 03/29/05 17.6185
Sell 42,600 03/29/05 17.6185
Sell 21,100 03/29/05 17.6185
Sell 10,000 03/29/05 17.6185
Sell 1,300 07/21/05 18.4107
---------------------- ----------------------
CUSIP No. 895436103 13D Page 45 of 72 Pages
---------------------- ----------------------
Transaction Quantity Date Price ($)
----------- -------- ---- ---------
Sell 116,300 01/04/06 18.8591*
Sell 716,200 01/04/06 18.8593*
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
Buy 2,100 11/02/04 17.0084
Buy 8,500 11/03/04 17.1680
Buy 5,600 11/04/04 17.2500
Buy 52,400 11/04/04 17.3245
Buy 27,600 11/05/04 17.5197
Buy 30,500 11/05/04 17.5075
Buy 700 11/08/04 17.5028
Buy 9,200 11/10/04 17.5350
Buy 5,500 11/11/04 17.5808
Buy 7,500 11/12/04 17.7413
Buy 15,900 11/12/04 17.6966
Buy 19,300 11/15/04 17.7817
Buy 5,400 11/23/04 17.5320
Buy 5,500 12/03/04 17.9445
Buy 8,700 12/06/04 17.8893
Buy 27,100 12/06/04 17.8657
Buy 24,000 12/08/04 17.7823
Buy 20,900 12/13/04 17.9710
Buy 1,800 12/14/04 18.0085
Buy 9,100 12/14/04 18.0289
Buy 3,000 12/16/04 18.1185
Buy 5,400 12/16/04 18.0866
Buy 7,100 12/17/04 18.0631
Buy 9,000 12/23/04 18.1587
Buy 61,000 12/28/04 18.2007
Buy 30,200 12/29/04 18.1908
Buy 6,000 01/03/05 18.2943
Buy 6,000 01/04/05 17.8693
Buy 3,000 02/03/05 17.6802
Buy 9,200 02/04/05 17.7951
Buy 3,600 02/07/05 17.9199
Buy 3,000 02/09/05 17.9302
Sell 300 02/09/05 17.9242
Buy 5,400 02/15/05 18.0863
Buy 198,000 01/03/06 18.6467
Buy 832,500 01/04/06 18.8603*
------------
* Shares purchased by Western Investment Activism Partners LLC from Western
Investment Institutional Partners LLC.
---------------------- ----------------------
CUSIP No. 895436103 13D Page 46 of 72 Pages
---------------------- ----------------------
Transaction Quantity Date Price ($)
----------- -------- ---- ---------
Buy 52,500 01/04/06 18.8811
Buy 14,300 01/05/06 18.9374
Sell 4,200 01/05/06 18.9800
Buy 400,000 01/06/06 19.1605
Buy 1,161,000 01/06/06 19.3298
Buy 164,900 01/06/06 19.1342
Sell 1,600 01/06/06 19.1394
Sell 75,600 09/18/06 20.7031
Sell 164,300 09/19/06 20.7018
Sell 130,000 09/22/06 20.6702
Buy 7,000 09/29/06 20.9565
Buy 18,300 10/06/06 21.0410
WESTERN INVESTMENT TOTAL RETURN MASTER FUND LTD.
Sell 5,700 12/31/04 18.2796
Sell 3,000 12/31/04 18.2796
Sell 1,000 12/31/04 18.2796
Sell 2,100 12/31/04 18.2796
Sell 500 12/31/04 18.2796
Sell 500 12/31/04 18.2796
Sell 600 12/31/04 18.2796
Sell 1,300 12/31/04 18.2796
Sell 500 12/31/04 18.2796
Sell 400 12/31/04 18.2796
Sell 400 12/31/04 18.2796
Sell 1,000 12/31/04 18.2800
Sell 1,700 12/31/04 18.2800
Sell 2,600 12/31/04 18.2800
Sell 500 12/31/04 18.2800
Sell 1,500 12/31/04 18.2800
Sell 1,200 12/31/04 18.2800
Sell 800 12/31/04 18.2800
Sell 2,000 12/31/04 18.2800
Sell 1,200 12/31/04 18.2800
Sell 2,800 12/31/04 18.2800
Sell 500 12/31/04 18.2800
Sell 1,700 12/31/04 18.2800
Sell 500 12/31/04 18.2800
Sell 44,900 12/31/04 18.2800
Buy 1,600 06/08/06 19.3963
Buy 3,300 06/09/06 19.3296
------------
* Shares purchased by Western Investment Activism Partners LLC from Western
Investment Institutional Partners LLC.
---------------------- ----------------------
CUSIP No. 895436103 13D Page 47 of 72 Pages
---------------------- ----------------------
Transaction Quantity Date Price ($)
----------- -------- ---- ---------
Buy 14,400 06/12/06 19.2739
Buy 9,200 06/13/06 18.8823
Buy 6,600 06/15/06 19.1582
Buy 12,600 06/16/06 19.1948
Buy 3,100 06/19/06 19.0917
Buy 23,100 06/20/06 19.1099
Sell 400 06/21/06 19.2494
Buy 3,500 06/22/06 19.1228
Buy 14,300 06/26/06 19.0804
Buy 16,900 06/27/06 19.0449
Buy 27,600 06/28/06 19.0252
Buy 45,300 06/29/06 19.3292
Buy 45,700 06/30/06 19.4613
Buy 36,600 07/03/06 19.5610
Buy 17,200 07/05/06 19.5003
Buy 6,900 07/06/06 19.5522
Buy 50,600 07/07/06 19.5210
Buy 29,700 07/10/06 19.4460
Buy 16,600 07/11/06 19.4179
Buy 4,000 07/13/06 19.1375
Buy 1,300 07/14/06 18.8919
Buy 53,100 07/17/06 18.9185
Buy 42,400 07/18/06 18.9227
Buy 10,500 07/19/06 19.1424
Buy 29,300 07/19/06 19.2811
Buy 7,100 07/20/06 19.3516
Buy 19,200 07/24/06 19.2967
Sell 3,000 07/24/06 19.2211
Buy 17,900 07/25/06 19.3654
Buy 22,500 07/26/06 19.4883
Buy 12,200 07/27/06 19.6288
Buy 23,100 07/28/06 19.6993
Buy 3,900 07/31/06 19.7273
Buy 7,400 08/01/06 19.6111
Buy 11,700 08/02/06 19.6929
Buy 21,900 08/03/06 19.7309
Buy 1,400 08/07/06 19.5721
Buy 6,500 08/08/06 19.6008
Buy 20,300 08/09/06 19.6371
Buy 39,900 08/10/06 19.4416
Buy 7,000 08/14/06 19.5791
BENCHMARK PLUS PARTNERS, L.L.C.
Buy 1,900 10/25/04 16.3500
---------------------- ----------------------
CUSIP No. 895436103 13D Page 48 of 72 Pages
---------------------- ----------------------
Transaction Quantity Date Price ($)
----------- -------- ---- ---------
Buy 10,600 10/26/04 16.5300
Buy 11,000 10/27/04 16.7375
Buy 14,400 11/22/04 17.6445
Buy 9,600 11/23/04 17.6415
Buy 11,700 11/24/04 17.7291
Buy 10,300 11/26/04 17.8250
Buy 3,500 11/29/04 17.8229
Buy 3,400 11/30/04 17.7088
Buy 12,700 12/14/04 18.0650
Buy 9,000 02/15/05 18.1029
Buy 3,100 02/16/05 18.1014
Buy 16,625 02/17/05 18.0405
Buy 13,700 02/18/05 18.0168
Buy 29,500 02/22/05 17.8765
Buy 41,200 02/23/05 17.8677
Buy 19,600 02/24/05 17.9110
Buy 10,000 02/25/05 18.1343
Buy 13,200 02/28/05 18.0367
Buy 8,300 03/01/05 18.1270
Buy 18,700 03/02/05 18.1543
Buy 2,000 03/02/05 18.1300
Buy 800 03/03/05 18.1750
Buy 12,300 03/03/05 18.1712
Buy 15,400 03/04/05 18.3163
Buy 13,000 03/07/05 18.4154
Buy 10,900 03/08/05 18.3435
Buy 7,000 03/09/05 18.2186
Buy 4,000 03/10/05 18.1409
Buy 4,000 03/11/05 18.1417
Buy 4,900 03/14/05 18.0937
Buy 1,700 03/15/05 18.1881
Buy 2,900 03/23/05 17.5895
Buy 3,600 03/24/05 17.6830
Buy 11,300 03/28/05 17.6806
Buy 7,500 03/29/05 17.6043
Buy 11,900 03/30/05 17.6705
Buy 5,100 03/31/05 17.7907
Buy 3,900 04/01/05 17.6739
Buy 6,500 04/04/05 17.6396
Buy 4,300 04/05/05 17.8015
Buy 1,800 04/06/05 17.9002
Buy 2,500 04/07/05 17.9313
Buy 1,800 04/08/05 17.8366
Buy 3,100 04/11/05 17.7921
---------------------- ----------------------
CUSIP No. 895436103 13D Page 49 of 72 Pages
---------------------- ----------------------
Transaction Quantity Date Price ($)
----------- -------- ---- ---------
Buy 5,500 04/12/05 17.7106
Buy 2,500 04/13/05 17.7822
Buy 12,600 04/14/05 17.6489
Buy 5,700 04/15/05 17.4753
Buy 700 04/18/05 17.2760
Buy 26,400 04/21/05 17.3440
Buy 4,900 04/22/05 17.3303
Buy 31,700 04/25/05 17.4545
Buy 17,300 04/26/05 17.4420
Buy 17,800 04/27/05 17.2971
Buy 17,600 04/29/05 17.3154
Buy 3,600 05/02/05 17.4098
Buy 1,800 05/03/05 17.4200
Buy 7,200 05/04/05 17.5924
Buy 17,800 05/05/05 17.6490
Buy 5,000 05/06/05 17.6689
Buy 14,800 05/09/05 17.6438
Buy 20,500 05/10/05 17.5859
Buy 27,100 05/11/05 17.5609
Buy 33,600 05/12/05 17.5536
Buy 29,200 05/13/05 17.4242
Buy 58,400 05/16/05 17.4859
Buy 48,000 05/17/05 17.5502
Buy 10,700 05/18/05 17.7169
Buy 24,000 05/27/05 17.9496
Buy 19,700 05/31/05 17.8876
Buy 17,900 06/01/05 17.9896
Buy 1,900 06/02/05 17.9994
Buy 3,250 06/03/05 18.0011
Buy 500 06/07/05 18.0594
Buy 1,400 06/09/05 17.9495
Buy 4,700 06/10/05 17.9077
Buy 6,500 06/13/05 17.9750
Buy 5,500 06/14/05 17.9682
Buy 2,600 06/15/05 17.9993
Buy 5,200 06/16/05 18.0634
Buy 7,600 06/17/05 18.1829
Buy 6,200 06/20/05 18.1638
Buy 16,100 06/21/05 18.1730
Buy 17,000 06/22/05 18.1789
Buy 23,000 06/23/05 18.1218
Buy 5,000 06/24/05 17.9375
Buy 1,300 06/27/05 17.8266
Buy 4,100 07/05/05 17.8661
---------------------- ----------------------
CUSIP No. 895436103 13D Page 50 of 72 Pages
---------------------- ----------------------
Transaction Quantity Date Price ($)
----------- -------- ---- ---------
Buy 700 07/06/05 17.8917
Buy 3,000 07/07/05 17.8001
Buy 4,200 07/08/05 17.9972
Buy 4,900 07/11/05 18.1280
Buy 4,200 07/12/05 18.1842
Buy 9,800 07/13/05 18.1949
Buy 2,800 07/15/05 18.2989
Buy 2,600 07/20/05 18.3866
Buy 1,100 07/27/05 18.4300
Buy 5,700 07/28/05 18.5230
Buy 1,200 08/01/05 18.4268
Buy 5,000 08/02/05 18.5069
Buy 600 08/04/05 18.4879
Buy 3,200 08/09/05 18.4103
Buy 6,500 08/10/05 18.5466
Buy 800 08/11/05 18.4636
Buy 1,000 09/09/05 18.4800
Buy 3,000 09/19/05 18.2570
Buy 13,000 03/01/06 19.9024
Buy 19,500 03/03/06 20.0710
Buy 2,100 03/06/06 20.0300
Buy 46,000 03/14/06 20.0925
Buy 7,500 03/17/06 20.3200
Buy 13,200 03/20/06 20.2923
Buy 1,000 03/20/06 20.3050
Buy 5,000 03/21/06 20.2962
Buy 17,000 03/27/06 20.2796
Buy 13,900 03/28/06 20.3101
Buy 23,100 03/29/06 20.3029
Buy 2,600 03/29/06 20.3088
Buy 7,200 03/31/06 20.2826
Buy 6,500 04/03/06 20.3516
Buy 20,200 05/24/06 19.4931
Buy 5,100 05/25/06 19.6645
Buy 400 05/30/06 19.7900
Buy 6,700 05/31/06 19.6307
Buy 9,300 06/02/06 19.9484
Buy 2,300 08/28/06 20.2500
Buy 100 09/20/06 20.9050
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
Buy 17,000 03/10/05 18.1409
Buy 15,800 03/11/05 18.1417
Buy 19,400 03/14/05 18.0937
---------------------- ----------------------
CUSIP No. 895436103 13D Page 51 of 72 Pages
---------------------- ----------------------
Transaction Quantity Date Price ($)
----------- -------- ---- ---------
Buy 6,600 03/15/05 18.1881
Buy 200 03/16/05 17.9400
Buy 11,400 03/23/05 17.5895
Buy 14,600 03/24/05 17.6830
Buy 44,000 03/28/05 17.6806
Buy 29,800 03/29/05 17.6043
Buy 120,000 03/29/05 17.6209
Buy 47,700 03/30/05 17.6705
Buy 20,200 03/31/05 17.7907
Buy 15,400 04/01/05 17.6739
Buy 25,600 04/04/05 17.6396
Buy 17,200 04/05/05 17.8015
Buy 7,300 04/06/05 17.9002
Buy 10,200 04/07/05 17.9313
Buy 7,200 04/08/05 17.8366
Buy 12,500 04/11/05 17.7921
Buy 21,800 04/12/05 17.7106
Buy 9,900 04/13/05 17.7822
Buy 29,300 04/14/05 17.6489
Buy 22,700 04/15/05 17.4753
Buy 31,300 04/18/05 17.2760
Buy 8,000 04/21/05 17.3440
Buy 2,200 04/22/05 17.3303
Buy 10,600 04/25/05 17.4545
Buy 5,700 04/26/05 17.4420
Buy 6,000 04/27/05 17.2971
Buy 5,800 04/29/05 17.3154
Buy 1,200 05/02/05 17.4098
Buy 600 05/03/05 17.4200
Buy 1,800 05/04/05 17.5924
Buy 4,400 05/05/05 17.6490
Buy 1,200 05/06/05 17.6689
Buy 3,700 05/09/05 17.6438
Buy 5,100 05/10/05 17.5859
Buy 19,700 05/31/05 17.8876
Buy 17,900 06/01/05 17.9896
Buy 10,500 06/02/05 17.9994
Buy 4,250 06/03/05 18.0011
Buy 7,000 06/06/05 17.9114
Buy 3,000 06/07/05 18.0594
Buy 6,500 06/08/05 17.9800
Buy 7,700 06/09/05 17.9495
Buy 26,900 06/10/05 17.9077
Buy 36,600 06/13/05 17.9750
---------------------- ----------------------
CUSIP No. 895436103 13D Page 52 of 72 Pages
---------------------- ----------------------
Transaction Quantity Date Price ($)
----------- -------- ---- ---------
Buy 31,000 06/14/05 17.9682
Buy 14,600 06/15/05 17.9993
Buy 20,800 06/16/05 18.0634
Buy 31,300 06/17/05 18.1829
Buy 24,800 06/20/05 18.1638
Buy 64,500 06/21/05 18.1730
Buy 69,500 06/22/05 18.1789
Buy 84,300 06/23/05 18.1218
Buy 20,600 06/24/05 17.9375
Buy 5,100 06/27/05 17.8266
Buy 1,300 07/01/05 17.7731
Buy 16,600 07/05/05 17.8661
Buy 2,900 07/06/05 17.8917
Buy 11,100 07/07/05 17.8001
Buy 9,000 07/08/05 17.9972
Buy 19,500 07/11/05 18.1280
Buy 16,900 07/12/05 18.1842
Buy 39,000 07/13/05 18.1949
Buy 300 07/14/05 18.2800
Buy 11,300 07/15/05 18.2989
Buy 10,500 07/20/05 18.3866
Buy 3,300 07/27/05 18.4300
Buy 22,800 07/28/05 18.5230
Buy 4,800 08/01/05 18.4268
Buy 19,800 08/02/05 18.5069
Buy 700 08/03/05 18.4700
Buy 2,200 08/04/05 18.4879
Buy 12,800 08/09/05 18.4103
Buy 26,200 08/10/05 18.5466
Buy 3,100 08/11/05 18.4636
Buy 1,600 08/17/05 18.3700
Buy 1,400 08/18/05 18.3300
Buy 200 08/22/05 18.3900
Buy 200 09/06/05 18.2800
Buy 1,000 09/09/05 18.4800
Buy 600 09/16/05 18.3700
Buy 12,200 09/19/05 18.2570
Buy 17,500 02/16/06 19.7394
Buy 6,800 02/17/06 19.8256
Buy 9,800 02/21/06 19.8003
Buy 16,600 02/22/06 19.8837
Buy 7,900 02/23/06 19.9168
Buy 5,700 02/24/06 19.8868
Buy 27,000 02/27/06 19.9745
---------------------- ----------------------
CUSIP No. 895436103 13D Page 53 of 72 Pages
---------------------- ----------------------
Transaction Quantity Date Price ($)
----------- -------- ---- ---------
Buy 16,400 05/26/06 19.8188
Buy 27,600 06/01/06 19.8313
Buy 9,300 06/02/06 19.9484
Buy 20,000 08/15/06 19.7221
Buy 19,100 08/16/06 19.9379
Buy 27,200 08/17/06 20.0425
Buy 38,300 08/18/06 20.2663
Buy 1,900 08/24/06 20.1861
Buy 100 08/25/06 20.3050
Buy 82,100 08/29/06 20.2887
Buy 6,900 08/30/06 20.3558
Buy 16,400 08/31/06 20.4765
Buy 40,200 09/01/06 20.5042
Buy 15,000 09/05/06 20.5454
Buy 25,000 09/13/06 20.4662
Buy 100 09/14/06 20.6250
Buy 1,700 09/15/06 20.6209
Buy 200 09/18/06 20.7650
ARTHUR D. LIPSON
Buy 1,000 12/02/05 18.7613
Transferred as Gift 100 02/24/06 N/A
---------------------- ----------------------
CUSIP No. 895436103 13D Page 54 of 72 Pages
---------------------- ----------------------
ELYSE NAKAJIMA
Received as Gift 100 02/24/06 N/A
PAUL DEROSA
Received as Gift 100 07/05/06 N/A
TRANSACTIONS IN THE PREFERRED STOCK OF TRI-CONTINENTAL
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
Transaction Quantity Date Price ($)
----------- -------- ---- ---------
Buy 200 07/21/06 42.0585
Buy 300 07/26/06 41.9600
Buy 500 08/02/06 42.2265
Buy 100 08/07/06 42.2700
Buy 1,900 08/09/06 42.2137
Buy 1,100 08/17/06 42.9345
Buy 100 08/18/06 43.1085
Buy 300 08/22/06 43.1500
Buy 500 08/25/06 43.2900
Buy 100 08/30/06 43.3000
Buy 200 08/31/06 43.6000
Buy 200 09/25/06 44.5500
Buy 700 09/26/06 44.4300
Buy 1,000 10/05/06 44.5300
---------------------- ----------------------
CUSIP No. 895436103 13D Page 55 of 72 Pages
---------------------- ----------------------
EXHIBIT B
LETTER SUBMITTING STOCKHOLDER PROPOSAL AND SUPPORTING STATEMENT
WESTERN INVESTMENT HEDGED PARTNERS L.P.
2855 EAST COTTONWOOD PARKWAY, SUITE 110
SALT LAKE CITY, UTAH 84121
October 16, 2006
BY HAND
Tri-Continental Corporation
c/o Seligman Data Corp.
100 Park Avenue
New York, New York 10017
Attn: Corporate Secretary
Re: SUBMISSION OF STOCKHOLDER PROPOSAL FOR 2007 ANNUAL MEETING OF
STOCKHOLDERS OF TRI-CONTINENTAL CORPORATION
Dear Sir:
Western Investment Hedged Partners L.P., a Delaware limited partnership
("Western Investment"), is submitting the resolution and supporting statement
attached hereto EXHIBIT A for inclusion in the proxy statement of
Tri-Continental Corporation ("Tri-Continental") in respect of the 2007 annual
meeting of stockholders (the "Annual Meeting") of Tri-Continental.
As of the date hereof, Western Investment is the beneficial owner of
3,039,915 shares of common stock of Tri-Continental and intends to continue to
hold no less than the required number of such shares through the date of the
Annual Meeting. 1,000 of such shares are held of record by Western Investment
and the remaining such shares are held in Western Investment's prime brokerage
accounts. Cede & Co., as the nominee of The Depository Trust Company, is the
holder of record of the beneficially-owned shares. As of the date hereof,
Western Investment has continuously held at least $2,000 in market value of
Tri-Continental's securities entitled to be voted on the proposal for at least
one year, as evidenced by copies of the Schedule 13D, and its exhibits, jointly
filed by Western Investment on January 6, 2006 and all subsequent amendments
thereto jointly filed by Western Investment attached hereto as EXHIBIT B.
A representative of Western Investment will appear in person at the
Annual Meeting to present the resolution.
---------------------- ----------------------
CUSIP No. 895436103 13D Page 56 of 72 Pages
---------------------- ----------------------
This notice is submitted in accordance with Rule 14a-8 under the
Securities Exchange Act of 1934, as amended. We assume the attached resolution
and supporting statement will be included in Tri-Continental's proxy material
for the Annual Meeting unless we are advised otherwise in writing.
Very truly yours,
WESTERN INVESTMENT HEDGED PARTNERS L.P.
By: Western Investment LLC,
Its General Partner
By: /s/ Arthur D. Lipson
--------------------------------
Name: Arthur D. Lipson
Title: Managing Member
---------------------- ----------------------
CUSIP No. 895436103 13D Page 57 of 72 Pages
---------------------- ----------------------
EXHIBIT A
THE PROPOSAL AND SUPPORTING STATEMENT
Resolved: That the stockholders hereby recommend that the board of
directors of Tri-Continental Corporation be prohibited from retaining J. & W.
Seligman & Co. Incorporated as investment manager, or any other investment
manager which is the subject of a complaint, filed by, or which is otherwise
under formal investigation by, the Securities and Exchange Commission or the
office of the attorney general of any state in the United States.
SUPPORTING STATEMENT
Fellow investors, the safety of our investment must be our primary
concern. On September 26, 2006 New York State Attorney General Eliot Spitzer
filed a 75 page complaint against J. & W. Seligman & Co. Incorporated
("Seligman"), alleging multiple acts of fraud and misrepresentation, including
that Seligman sanctioned numerous secret timing arrangements that cost small
investors $80 million. The New York Attorney General ("AG") also accused Brian
Zino, the President and Director of Seligman and Tri-Continental, of committing
multiple frauds and misrepresentations. The AG's lawsuit seeks injunctive
relief, disgorgement of fees and profits, and restitution, as well as penalties.
The AG is accusing Seligman, among other things, of willfully
permitting mutual fund timing on hundreds of occasions, a strategy the AG states
is used by sophisticated investors to skim millions out of mutual funds. The AG
extensively, and shockingly, quotes numerous Seligman employees warning Seligman
management of these actions, and alleges that these warnings were disregarded.
We do not believe that an investment manager accused of multiple frauds
is the safest person to be managing the savings of Tri-Continental stockholders.
Stockholders should ask how can the Tri-Continental board argue that it is
serving Tri-Continental stockholders so long as it approves the retention of
Seligman as Tri-Continental's investment manager. As Morningstar recently noted,
"when any firm is embroiled in a toe-to-toe showdown with both the SEC and a
state attorney general, that casts a dark cloud of uncertainty over said firm."
Seligman may tell you that the AG's lawsuit has no merit, that it has
investigated itself, that it found only four instances of the timing activity
and that it has made restitution payments of $2 million. In fact, the AG has
publicly stated:
o Seligman's claim to have investigated itself is disingenuous
because it focused on a conveniently limited time frame,
omitting a period when most of the alleged skimming occurred.
---------------------- ----------------------
CUSIP No. 895436103 13D Page 58 of 72 Pages
---------------------- ----------------------
o The frauds involving Seligman mutual funds cost small
investors $80 million.
WE URGE YOU TO VOTE FOR THE STOCKHOLDER PROPOSAL. THIS WILL SEND A
CLEAR MESSAGE TO THE BOARD THAT POOR PERFORMANCE FROM A TROUBLED INVESTMENT
MANAGER UNDER A CLOUD OF UNCERTAINTY IS NOT ACCEPTABLE.
---------------------- ----------------------
CUSIP No. 895436103 13D Page 59 of 72 Pages
---------------------- ----------------------
EXHIBIT B
[On file with Securities and Exchange Commission at
http://www.sec.gov]
---------------------- ----------------------
CUSIP No. 895436103 13D Page 60 of 72 Pages
---------------------- ----------------------
EXHIBIT C
CONSENTS OF NOMINEES
ROBERT FERGUSON
C/O BENCHMARK PLUS MANAGEMENT, L.L.C.
820 A STREET, SUITE 700
TACOMA, WA 98402
October 16, 2006
Tri-Continental Corporation
c/o Seligman Data Corp.
100 Park Avenue
New York, New York 10017
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being
named as a nominee in the notice provided by Western Investment Hedged Partners
L.P. ("Western") and Arthur D. Lipson of their intention to nominate the
undersigned as a director of Tri-Continental Corporation ("Tri-Continental") at
the next annual meeting of stockholders, or any other meeting of stockholders
held in lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof (the "Annual Meeting"), (ii) being named as a nominee in
any proxy statement filed by Western and/or Mr. Lipson in connection with the
solicitation of proxies or written consents for election of the undersigned at
the Annual Meeting, and (iii) serving as a director of Tri-Continental if
elected at the Annual Meeting.
Very truly yours,
/s/ Robert Ferguson
------------------------------------
Robert Ferguson
---------------------- ----------------------
CUSIP No. 895436103 13D Page 61 of 72 Pages
---------------------- ----------------------
PAUL DEROSA
C/O MT LUCAS, LLC
730 FIFTH AVENUE
NEW YORK, NY 10019
October 16, 2006
Tri-Continental Corporation
c/o Seligman Data Corp.
100 Park Avenue
New York, New York 10017
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being
named as a nominee in the notice provided by Western Investment Hedged Partners
L.P. ("Western") and Arthur D. Lipson of their intention to nominate the
undersigned as a director of Tri-Continental Corporation ("Tri-Continental") at
the next annual meeting of stockholders, or any other meeting of stockholders
held in lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof (the "Annual Meeting"), (ii) being named as a nominee in
any proxy statement filed by Western and/or Mr. Lipson in connection with the
solicitation of proxies or written consents for election of the undersigned at
the Annual Meeting, and (iii) serving as a director of Tri-Continental if
elected at the Annual Meeting.
Very truly yours,
/s/ Paul DeRosa
------------------------------------
Paul DeRosa
---------------------- ----------------------
CUSIP No. 895436103 13D Page 62 of 72 Pages
---------------------- ----------------------
ARTHUR D. LIPSON
C/O WESTERN INVESTMENT LLC
2855 E. COTTONWOOD PARKWAY, SUITE 110
SALT LAKE CITY, UTAH 84121
October 16, 2006
Tri-Continental Corporation
c/o Seligman Data Corp.
100 Park Avenue
New York, New York 10017
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being
named as a nominee in the notice provided by Western Investment Hedged Partners
L.P. ("Western") and Arthur D. Lipson of their intention to nominate the
undersigned as a director of Tri-Continental Corporation ("Tri-Continental") at
the next annual meeting of stockholders, or any other meeting of stockholders
held in lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof (the "Annual Meeting"), (ii) being named as a nominee in
any proxy statement filed by Western and/or Mr. Lipson in connection with the
solicitation of proxies or written consents for election of the undersigned at
the Annual Meeting, and (iii) serving as a director of Tri-Continental if
elected at the Annual Meeting.
Very truly yours,
/s/ Arthur D. Lipson
------------------------------------
Arthur D. Lipson
---------------------- ----------------------
CUSIP No. 895436103 13D Page 63 of 72 Pages
---------------------- ----------------------
Exhibit 2
AMENDMENT TO JOINT FILING AND SOLICITATION AGREEMENT
WHEREAS, the undersigned are parties to that Joint Filing and
Solicitation Agreement made July 3, 2006 (the "Joint Filing Agreement") in
respect of Tri-Continental Corporation, a Maryland corporation
("Tri-Continental");
WHEREAS, pursuant to the Joint Filing Agreement, Western Investment LLC
("Western Investment"), Western Investment Hedged Partners LP ("WIHP"), Western
Investment Activism Partners LLC, Western Investment Total Return Master Fund
Ltd., Arthur D. Lipson, Paul DeRosa, David B. Ford, Elyse Nakajima, Benchmark
Plus Institutional Partners, L.L.C., Benchmark Plus Management, L.L.C.,
Benchmark Plus Partners, L.L.C., Paradigm Partners, N.W., Inc., Scott Franzblau,
Robert Ferguson and Michael Dunmire formed a group for the purpose of seeking
representation on the Board of Directors of Tri-Continental;
WHEREAS, the parties hereto wish to continue their efforts in respect
of Tri-Continental. David B. Ford has previously withdrawn from the group as of
the date hereof;
WHEREAS, Mr. Lipson intends to nominate Arthur D. Lipson, Paul DeRosa
and Robert Ferguson as nominees to be elected to the Board of Directors of
Tri-Continental at the next annual general meeting of stockholders of
Tri-Continental, or any other meeting of stockholders held in lieu thereof, and
any adjournments, postponements, reschedulings or continuations thereof (the
"Annual Meeting"); and
WHEREAS, the parties hereto wish the terms and agreements set forth in
the Joint Filing Agreement to remain in effect with respect to the Annual
Meeting.
NOW, IT IS AGREED, this 16th day of October 2006 by the parties hereto:
1. Each of the undersigned agrees that the terms and agreements set
forth in the Joint Filing Agreement remain in effect with respect to the Annual
Meeting.
2. Each of the undersigned agrees to vote in favor of and to solicit
proxies or written consents in favor of the approval of the stockholder proposal
and supporting statement submitted on October 17, 2006 by WIHP pursuant to Rule
14a-8 under the Securities Exchange Act of 1934, as amended, to be included in
Tri-Continental's proxy statement in respect of the Annual Meeting.
3. Robert Ferguson shall be, and without further act hereby is, a
beneficiary of the indemnity granted by Western Investment in Section 5 of the
Joint Filing Agreement to the same extent as if his name were originally set
forth therein as a beneficiary and Section 5 of the Joint Filing Agreement is
hereby amended and shall be read and construed to give full effect to such
amendment and indemnity.
4. This Amendment may be executed in counterparts, each of which shall
be deemed an original and all of which, taken together, shall constitute but one
and the same instrument, which may be sufficiently evidenced by one counterpart.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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CUSIP No. 895436103 13D Page 64 of 72 Pages
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
Joint Filing and Solicitation Agreement to be executed as of the day and year
first above written.
WESTERN INVESTMENT LLC
By: /s/ Arthur D. Lipson
------------------------------------
Name: Arthur D. Lipson
Title: Sole Member
WESTERN INVESTMENT HEDGED PARTNERS LP
By: Western Investment LLC,
Its General Partner
By: /s/ Arthur D. Lipson
------------------------------------
Name: Arthur D. Lipson
Title: Managing Member
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
By: Western Investment LLC,
Its Managing Member
By: /s/ Arthur D. Lipson
------------------------------------
Name: Arthur D. Lipson
Title: Managing Member
WESTERN INVESTMENT TOTAL RETURN MASTER
FUND LTD.
By: Western Investment LLC,
Its Investment Manager
By: /s/ Arthur D. Lipson
------------------------------------
Name: Arthur D. Lipson
Title: Managing Member
/s/ Arthur D. Lipson
------------------------------------
ARTHUR D. LIPSON
[SIGNATURE PAGE TO AMENDMENT TO JOINT FILING AGREEMENT]
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CUSIP No. 895436103 13D Page 65 of 72 Pages
---------------------- ----------------------
BENCHMARK PLUS INSTITUTIONAL PARTNERS,
L.L.C.
By: Benchmark Plus Management, L.L.C.,
Its Managing Member
By: /s/ Scott Franzblau
------------------------------------
Name: Scott Franzblau
Title: Managing Member
By: /s/ Robert Ferguson
------------------------------------
Name: Robert Ferguson
Title: Managing Member
BENCHMARK PLUS MANAGEMENT, L.L.C.
By: /s/ Scott Franzblau
------------------------------------
Name: Scott Franzblau
Title: Managing Member
By: /s/ Robert Ferguson
------------------------------------
Name: Robert Ferguson
Title: Managing Member
BENCHMARK PLUS PARTNERS, L.L.C.
By: Paradigm Partners, N.W., Inc.
Its Managing Member
By: /s/ Robert Ferguson
------------------------------------
Name: Robert Ferguson
Title: President
By: /s/ Michael Dunmire
------------------------------------
Name: Michael Dunmire
Title: Chairman of the Board
PARADIGM PARTNERS, N.W., INC.
By: /s/ Robert Ferguson
------------------------------------
Name: Robert Ferguson
Title: President
By: /s/ Michael Dunmire
------------------------------------
Name: Michael Dunmire
Title: Chairman of the Board
/s/ Scott Franzblau
----------------------------------------
SCOTT FRANZBLAU
[SIGNATURE PAGE TO AMENDMENT TO JOINT FILING AGREEMENT]
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CUSIP No. 895436103 13D Page 66 of 72 Pages
---------------------- ----------------------
/s/ Robert Ferguson
----------------------------------------
ROBERT FERGUSON
/s/ Michael Dunmire
----------------------------------------
MICHAEL DUNMIRE
[SIGNATURE PAGE TO AMENDMENT TO JOINT FILING AGREEMENT]
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CUSIP No. 895436103 13D Page 67 of 72 Pages
---------------------- ----------------------
/s/ Paul DeRosa
----------------------------------------
PAUL DEROSA
[SIGNATURE PAGE TO AMENDMENT TO JOINT FILING AGREEMENT]
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CUSIP No. 895436103 13D Page 68 of 72 Pages
---------------------- ----------------------
/s/ Elyse Nakajima
----------------------------------------
ELYSE NAKAJIMA
[SIGNATURE PAGE TO AMENDMENT TO JOINT FILING AGREEMENT]
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CUSIP No. 895436103 13D Page 69 of 72 Pages
---------------------- ----------------------
Exhibit 3
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints ARTHUR D. LIPSON signing singly, the undersigned's true and lawful
attorney-in-fact to take any and all action in connection with the investment by
Western Investment Hedged Partners L.P., or its affiliates ("Western"), in the
voting securities of Tri-Continental Corporation ("TY"), including without
limitation, relating to the formation of a Group (as defined below) between the
undersigned and Western, all filings on Schedule 13D (as defined below), all
filings on Forms 3, 4 and 5 (as defined below), any solicitation of proxies in
support of the election of directors of TY or other proposal, and all other
matters related, directly or indirectly, to TY (together, the "TY Investment").
Such action shall include, but not be limited to:
1. executing for and on behalf of the undersigned all Schedules 13D
("Schedule 13D") required to be filed under Section 13(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") and the rules thereunder in connection
with the TY Investment;
2. executing for and on behalf of the undersigned all Forms 3, 4 and 5
("Forms 3, 4 and 5") required to be filed under Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder in connection with the TY
Investment;
3. executing for and on behalf of the undersigned all Joint Filing and
Solicitation Agreements or similar documents pursuant to which the undersigned
shall agree to be a member of a group, as contemplated by Rule 13d-1(k)
promulgated under the Exchange Act (a "Group"), in connection with the TY
Investment;
4. performing any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such document,
complete and execute any amendment or amendments thereto, and timely file such
form with the United States Securities and Exchange Commission and any stock
exchange or similar authority; and
5. taking any other action of any type whatsoever in connection with
the TY Investment which in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming any
of the undersigned's responsibilities to comply with Section 13(d), Section 16
or Section 14 of the Exchange Act.
---------------------- ----------------------
CUSIP No. 895436103 13D Page 70 of 72 Pages
---------------------- ----------------------
This Power of Attorney shall remain in full force and effect until May
8, 2007 unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 9th day of May, 2006.
/s/ Elyse Nakajima
--------------------------
Elyse Nakajima
---------------------- ----------------------
CUSIP No. 895436103 13D Page 71 of 72 Pages
---------------------- ----------------------
Exhibit 4
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints ARTHUR D. LIPSON signing singly, the undersigned's true and lawful
attorney-in-fact to take any and all action in connection with the investment by
Western Investment Hedged Partners L.P., or its affiliates ("Western"), in the
voting securities of Tri-Continental Corporation ("TY"), including without
limitation, relating to the formation of a Group (as defined below) between the
undersigned and Western, all filings on Schedule 13D (as defined below), all
filings on Forms 3, 4 and 5 (as defined below), any solicitation of proxies in
support of the election of directors of TY or other proposal(s), and all other
matters related, directly or indirectly, to TY (together, the "TY Investment").
Such action shall include, but not be limited to:
1. executing for and on behalf of the undersigned all Schedules 13D
("Schedule 13D") required to be filed under Section 13(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") and the rules thereunder in connection
with the TY Investment;
2. executing for and on behalf of the undersigned all Forms 3, 4 and 5
("Forms 3, 4 and 5") required to be filed under Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder in connection with the TY
Investment;
3. executing for and on behalf of the undersigned all Joint Filing and
Solicitation Agreements or similar documents pursuant to which the undersigned
shall agree to be a member of a group, as contemplated by Rule 13d-1(k)
promulgated under the Exchange Act (a "Group"), in connection with the TY
Investment;
4. performing any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such document,
complete and execute any amendment or amendments thereto, and timely file such
form with the United States Securities and Exchange Commission and any stock
exchange or similar authority; and
5. taking any other action of any type whatsoever in connection with
the TY Investment which in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming any
of the undersigned's responsibilities to comply with Section 13(d), Section 16
or Section 14 of the Exchange Act.
---------------------- ----------------------
CUSIP No. 895436103 13D Page 72 of 72 Pages
---------------------- ----------------------
This Power of Attorney shall remain in full force and effect until July
2, 2007 unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 3rd day of July, 2006.
/s/ David B. Ford
--------------------------
David B. Ford