SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant |X|
Filed by a party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary proxy statement.
|_| Definitive proxy statement.
|X| Definitive additional materials.
|_| Soliciting material under Rule 14a-12.
|_| Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2)).
TRI-CONTINENTAL CORPORATION
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Real Estate Income Fund Inc.
According to a Schedule 13D filed September 16, 2005 by Mr. Lipson,
an agreement was reached between Mr. Lipson and Mr. Karpus on September 14, 2006
to solicit proxies for a Special Meeting to be held by Real Estate Income Fund
Inc. (RIT) on October 21, 2005. The intent behind the joint solicitation of
proxies was to defeat proposals by the RIT board of directors to approve a new
management agreement and subadvisory agreement for RIT, which were submitted to
the shareholders for approval at the special meeting. At the time of the filing,
Mr. Lipson beneficially owned 479,500 shares of RIT representing 4.3% of the
outstanding shares.
In a letter from Mr. Lipson to the directors of the Real Estate
Income Fund dated October 21, 2005, Mr. Lipson expressed his view of the
discount to net asset value that RIT was trading, "[w]e believe that it is
imperative that immediate actions be taken to address the wide discount to net
asset value at which the Fund trades. There is an obvious solution which would
in my opinion gain the immediate acceptance of a majority of the stockholders:
MERGE THIS CLOSED END FUND INTO AN OPEN END FUND WITH SIMILAR OBJECTIVES"
(emphasis in original). The letter went on to indicate that Mr. Lipson was
willing to put forth his own directors if the current board did not deal with
the discount, "[w]e intend to pursue all available legal remedies to ensure that
you meet your fiduciary responsibilities, individually and together. These
include, but are not limited to, submission of nominations for new director if
you continue to ignore these critical issues."
Zweig Fund
Another campaign that Mr. Lipson was previously involved in, dealt
with the Zweig Fund, Inc, a closed-end fund traded on the New York stock
Exchange. During the course of this campaign, Mr. Lipson joined forces with
another activist shareholder, Phillip Goldstein, in order to influence the board
and reduce the discount to net asset value at which the fund shares were sold.
Mr. Lipson and Mr. Goldstein filed a schedule 14A preliminary proxy
statement together on April 15, 2004. The filing came in anticipation of the
annual meeting of stockholder of Zweig held on May 12, 2004. The only issue
scheduled to be covered at the meeting was the election of three directors. Mr.
Lipson and Mr. Goldstein put forth their own slate of directors, which included
each of the two activist shareholders along with a third party. The two
dissenting shareholders also attempted to add a proposal to the meeting agenda,
to reinstate the annual 10% distribution policy that had been eliminated by
Zweig in 2003. Mr. Lipson and Mr. Goldstein were not successful in this proxy
campaign, but the two dissident shareholders would try another proxy campaign at
the next annual meeting of shareholders.
Mr. Lipson engaged in another proxy campaign in conjunction with Mr. Goldstein
in anticipation of the May 2005 annual meeting of shareholders of the Zweig
Fund. According to proxy statements filed with the SEC, Mr. Lipson and Mr.
Goldstein did not run a slate of their own directors at the annual meeting;
rather they withheld votes to force ZF to act on their demands. The proxy
statement filed by Mr. Lipson and Mr. Goldstein stated, "The proxy holders
intend, in the absence of contrary instructions, to vote all GREEN proxies FOR
the board's nominees provided the board agrees to support substantive action to
address the Fund's discount. If the board does not agree to support such action,
we will not attend the Meeting, we will not vote your shares on this proposal,
and your shares will not be counted towards a quorum."
Under the "Reason for Solicitation" section of the proxy statement, Mr. Lipson
and Mr. Goldstein laid out their agenda for ZF, "Unless the board agrees to
support open-ending, a self-tender offer, or some other substantive action to
address the discount, we will not attend the Meeting, we will not vote your
shares, and your shares will not be counted towards a quorum. If a quorum is not
achieved, then in 2006 we may seek to (1) elect a majority of the board or (2)
prevent a quorum again and then obtain a court order to liquidate the Fund as
provided for by Maryland law. If the Fund is liquidated, all shareholders will
receive NAV for their shares." Although some voting shares were withheld, the
fund did receive the requisite votes to reach a quorum and re-elect the
incumbent directors.