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Tri-Continental Corporation
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Tri-Continental Corporation
an investment you can live with
April 5, 2006
Dear Valued Stockholder,
As you may know, a group of Hedge Funds led by Western Investment Hedged
Partners is attempting to install its own nominees on Tri-Continental's board of
directors at the upcoming 76th Annual Meeting of Stockholders, scheduled for May
4, 2006. This is an attempt by a group of Hedge Funds to take control of your
long-term investment for their short-term gain. The Hedge Fund Group
solicitation is not endorsed by Tri-Continental or your Board of Directors.
Early last month, the Western Investment Hedge Fund Group, in order to
further their own agenda, demanded that Tri-Continental provide it with your
personal information including your name, address, and details about your
shareholdings. We resisted this demand to the fullest extent possible but were
ultimately ordered by a New York court to provide the information. We apologize
for any inconvenience this may cause you. Although we will not provide the Hedge
Fund Group with your telephone number, they will probably obtain it from other
sources. As a consequence, you will likely be receiving phone calls and mailings
from the Hedge Fund Group (or its solicitation firm, Innisfree M&A, Inc.) as it
attempts to advance its short-sighted goal of open-ending or liquidating
Tri-Continental.
Your Board of Directors strongly opposes both (i) the Hedge Fund Group's
attempt to replace three experienced Directors of Tri-Continental and (ii) the
cumulative voting stockholder proposal that is supported by the Western
Investment Hedge Fund Group. We recently mailed you proxy material in which your
Board of Directors recommended that you use the White Proxy Card to:
o Vote "FOR" the re-election of three experienced Directors: General
John R. Galvin, Mr. William C. Morris, and Mr. Robert L. Shafer;
o Vote "FOR" the ratification of the selection of Deloitte & Touche
LLP as independent auditors of Tri-Continental for 2006; and
o Vote "AGAINST" the proposal recommending that the Board take steps
to provide for cumulative voting in the election of directors of the
Corporation.
It is important to keep in mind that the goal of the Hedge Fund Group is
to make a quick trading profit despite the resulting detriment to
Tri-Continental and its long-term investors. The interests of the Hedge Fund
group are not aligned with those of long-term investors in Tri-Continental. We
believe that the Hedge Funds do not have any significant interest in the
performance of Tri-Continental because they are using sophisticated derivative
strategies to
minimize the market risk to their holdings. In addition, you should know that
the proxy statement being used by the Hedge Funds contains a number of false and
misleading statements and material omissions. We have brought these to the
attention of the Hedge Funds who, as of yet, have not corrected such items.
We urge you to support Tri-Continental by completing, signing and dating
our enclosed White Proxy Card and promptly mailing it in the enclosed
postage-paid envelope. Please do not sign or return the Gold proxy card sent to
you by the Western Investment Hedge Fund Group or its associates. If you have
already returned a Gold Proxy Card from the Western Investment Hedge Fund Group
and wish to vote according to the recommendations of your Board of Directors,
please return a currently dated White Proxy Card. You should return a new,
currently dated White Proxy Card even if you have previously voted.
Whether or not you plan to attend the Meeting, and regardless of the
number of shares you own, we urge you to vote FOR your Board's nominees and
AGAINST the cumulative voting proposal.
Sincerely,
/s/ William C. Morris /s/ Brian T. Zino
William C. Morris Brian T. Zino
Chairman President
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If you have questions or need assistance in voting your shares, please call:
Georgeson [LOGO] Shareholder
17 State Street, 10th Floor
New York, NY 10004
(888) 219-8293 (Toll Free)
Banks and Brokerage Firms please call:
(212) 440-9800
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