UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 2, 2006
TRI-CONTINENTAL CORPORATION
(Exact name of Registrant as specified in its charter)
Maryland 811-266 13-5441850
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
100 Park Avenue,
New York, New York 10017
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code (212) 850-1864
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule13e-4(c) under the
Exchange Act (17CFR 240.13e-4(c))
SECTION 8 - OTHER EVENTS.
Item 8.01 Other Events.
Registrant is furnishing as Exhibit 99.1 the attached amended and restated
"Frequently Asked Questions About Regulatory Matters" dated October 2, 2006.
This information supersedes and replaces the information contained in that
certain Current Report on Form 8-k filed by the Registrant on September 27,
2006.
In late 2003, Seligman conducted an extensive internal review in response to
public announcements concerning mutual fund trading practices. The following
discussion has been prepared to provide shareholders with important information.
For purposes of this discussion, J. & W. Seligman & Co. Incorporated and its
affiliates and related parties are referred to as "Seligman" or the "Manager,"
and the Seligman registered investment companies are referred to as the
"Seligman Funds."
Q1. Have any Seligman employees engaged in improper trading?
A. The Manager conducted an internal review of employee trading in shares of the
Seligman Funds in the fall of 2003 and continues to monitor employee trading in
the Seligman Funds. The Manager has not found any improper trading activity by
Seligman employees.
Q2. Does Seligman have any policies relating to employee investment in the
Seligman Funds?
A. A majority of Seligman employees invest in the Seligman Funds, either
directly or through the Seligman 401(k) plans. Trading by employees is monitored
by the Manager's legal department and is subject to the Manager's Code of
Ethics. In addition, unlike many 401(k) plans that permit daily trading, the
Seligman 401(k) plans permit only weekly trading activity. All Seligman
employees have been informed that excessive trading with respect to the Seligman
Funds, or trading in the Seligman Funds based upon inside information, is
inappropriate and may, in certain cases, be illegal. Employees who engage in
inappropriate trading will be subject to disciplinary action, which may include
termination of employment.
Q3. Has Seligman engaged in improper disclosure of a Fund's portfolio holdings?
A. The Manager has found no improprieties relating to the disclosure of a Fund's
portfolio holdings. The Manager has not disclosed and does not disclose a Fund's
portfolio holdings prior to public dissemination, unless such disclosure is made
for legitimate business purposes and only if the Manager believes that such
disclosure will not be detrimental to a Fund's interest. A description of the
policies and procedures with respect to the disclosure of each Fund's portfolio
securities is set forth in each Fund's Statement of Additional Information.
Q4. What is Seligman's policy with regard to receipt of late trades (i.e., after
4:00 pm Eastern Time)?
A. Seligman does not accept late trades directly from Fund shareholders or
prospective shareholders. The large majority of mutual fund trades submitted to
Seligman are from broker-dealer firms and other financial intermediaries on
behalf of their clients. These intermediaries have an obligation to ensure that
trades submitted to the Seligman Funds after 4:00 pm on a trading day for that
day's net asset value were, in fact, received by those entities by 4:00 pm on
that day. This applies to all trades from intermediaries, including those that
are transmitted electronically to Seligman after the market closes. Although the
Seligman Funds and the Manager, like other mutual fund groups, cannot determine
the time at which orders received through financial intermediaries were placed,
the Manager expects mutual fund trades submitted to Seligman by financial
intermediaries to comply with all applicable laws and regulations. Seligman has
contacted every financial intermediary that offers, sells, or purchases shares
of the Seligman Funds in order to remind all of them of their responsibility to
have reasonable policies and procedures to ensure that they comply with their
legal and contractual obligations. The Manager has found no instances of Fund
shareholders engaging in late trading directly with the Seligman Funds. Seligman
will cooperate with and support
any governmental or regulatory investigation to identify and hold accountable
any financial intermediary that has submitted orders in violation of applicable
laws or regulations.
Q5. What is Seligman's policy regarding market timing?
A. Seligman has policies and procedures in place to restrict trades that, in its
judgment, could prove disruptive in the management of portfolios of the Seligman
Funds. As part of the Manager's procedures, the Manager frequently rejects
trades, issues warning letters, and prohibits accounts from making further
exchanges. Since September 2003, when the first proceedings relating to trading
practices within the mutual fund industry were publicly announced, Seligman has
taken additional steps to strengthen its policies and procedures. A general
description of the Seligman Funds' policies is set forth in each Fund's
prospectus.
Q6. Has Seligman conducted an internal review relating to market timing?
A. The Manager completed its internal review in the fall of 2003. As of
September 2003, the Manager had one arrangement that permitted frequent trading.
This arrangement was in the process of being closed down by the Manager before
September 2003. Based on a review of the Manager's records for 2001 through
2003, the Manager identified three other arrangements that had permitted
frequent trading in the Seligman Funds. All three had already been terminated
prior to the end of September 2002. The results of the Manager's internal review
were presented to the Independent Directors of the Seligman Funds. In order to
resolve matters with the Independent Directors relating to the four
arrangements, the Manager in May 2004 paid approximately $75,000 to Seligman
Global Growth Fund, $300,000 to Seligman Global Smaller Companies Fund and $1.6
million to Seligman Global Technology Fund in recognition that these global
investment funds presented some potential for time zone arbitrage. The amounts
paid by the Manager represented less than 1/2 of 1% of each such Fund's net
asset value as of the date such payments were made. In addition, with respect to
Seligman Communications and Information Fund and notwithstanding that time zone
arbitrage opportunities did not exist, the Manager, at the request of the
Independent Directors, agreed to waive a portion of its management fee,
amounting to five basis points (0.05%) per annum, for that Fund for a period of
two years commencing on June 1, 2004.
Q7. Does Seligman disclose its internal market timing control procedures?
A. Seligman's market timing control procedures are proprietary. The Manager
believes that disclosing these procedures will reduce their effectiveness.
Q8. What new practices are being considered to prevent market timing abuses?
A. Like other members of the mutual fund industry, Seligman has considered, and
continues to consider, numerous options, including the implementation of
redemption fees. Seligman also has contacted every financial intermediary that
offers, sells, or purchases shares of the Seligman Funds in order to inform all
of them that they must have reasonable policies and procedures to ensure that
they do not knowingly permit or facilitate excessive trading of the Seligman
Funds or knowingly use or facilitate any methods designed to disguise such
trading in the Seligman Funds.
Q9. Is Seligman involved with any federal or state investigation relating to
market timing or late trading?
A. Beginning in February 2004, Seligman was in discussions with the New York
staff of the SEC and the Office of the New York Attorney General ("Attorney
General") in connection with their review of frequent trading in certain of the
Seligman mutual funds. No late trading is involved. This review was apparently
stimulated by Seligman's voluntary public disclosure of the foregoing
arrangements in January 2004. In March 2005, negotiations to settle the matter
were initiated by the New York staff of the SEC. After several months of
negotiations, tentative agreement was reached, both with the New York staff of
the SEC and the Attorney General, on the financial terms of a settlement.
However, settlement discussions with the Attorney General ended when the
Attorney General sought to impose operating conditions on Seligman that were
unacceptable to Seligman, would have applied in perpetuity and were not
requested or required by the SEC. Subsequently, the New York staff of the SEC
indicated that, in lieu of moving forward under the terms of the tentative
financial settlement, the staff was considering recommending to the
Commissioners of the SEC the instituting of a formal action against Seligman.
Seligman believes that any action would be both inappropriate and unnecessary,
especially in light of the fact that Seligman previously resolved the underlying
issue with the Independent Directors of the Seligman Funds and made recompense
to the affected Funds.
Immediately after settlement discussions with the Attorney General ended, the
Attorney General issued subpoenas to certain of the Seligman Funds and their
directors. The subpoenas sought various Board materials and information relating
to the deliberations of the Independent Directors as to the advisory fees paid
by the Seligman mutual funds to Seligman. Seligman objected to the Attorney
General's seeking of such information and, on September 6, 2005, filed suit in
federal district court seeking to enjoin the Attorney General from pursuing a
fee inquiry. Seligman believes that the Attorney General's inquiry is improper
because Congress has vested exclusive regulatory oversight of investment company
advisory fees in the SEC.
At the end of September 2005, the Attorney General indicated that it intended to
file an action at some point in the future alleging, in substance, that Seligman
permitted other persons to engage in frequent trading other than the
arrangements described above and, as a result, the prospectus disclosure used by
the Seligman Funds is and has been misleading. On September 26, 2006, the
Attorney General commenced a civil action in New York State Supreme Court
against J. & W. Seligman & Co. Incorporated, Seligman Advisors, Inc., Seligman
Data Corp. and Brian T. Zino, reiterating, in substance, the foregoing claims
and various other related matters. The Attorney General also claims that the
fees charged by Seligman are excessive. The Attorney General is seeking damages
and restitution, disgorgement, penalties and costs (collectively, "Damages"),
including Damages of at least $80 million relating to alleged timing occurring
in the Seligman Funds and disgorgement of profits and management fees, and
injunctive relief. Seligman and Mr. Zino believe that the claims are without
merit and intend to defend themselves vigorously.
Any resolution of these matters with regulatory authorities may include, but not
be limited to, the relief sought by the Attorney General or other sanctions or
changes in procedures. Any Damages will be paid by Seligman and not by the
Seligman Funds. If Seligman is unsuccessful in its defense of these proceedings,
it and its affiliates could be barred from providing services to the Seligman
Funds, including serving as an investment adviser for the Seligman Funds and
principal underwriter for the open-end Seligman Funds. If these results occur,
Seligman will seek exemptive relief from the SEC to permit it and its affiliates
to continue to provide services to the Seligman Funds. There is no assurance
that such exemptive relief will be granted.
Seligman does not believe that the foregoing legal action or other possible
actions should have a material adverse impact on Seligman or the Seligman Funds;
however, there can be no assurance of this or that these matters and any related
publicity will not result in reduced demand for shares of the Seligman Funds or
other adverse consequences.
Q10. Does Seligman have any market timing arrangements at the current time?
A. Market timing arrangements in the Seligman Funds have been prohibited. In
addition, Seligman has strengthened existing controls to discourage and help
prevent market timing.
Q11. Have any employees been disciplined in connection with the Manager's
overall internal review?
A. One employee has left Seligman.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRI-CONTINENTAL CORPORATION
Date: October 2, 2006
By: /s/ Joseph D'Alessandro
-----------------------------------
Joseph D'Alessandro
Assistant Secretary