UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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TRI-CONTINENTAL CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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Tri-Continental Corporation
an investment you can live with
August 26, 2008
Dear Tri-Continental Stockholder:
Enclosed is a proxy statement seeking your vote to approve a new Investment
Management Services Agreement ("Advisory Agreement") between Tri-Continental
Corporation and RiverSource Investments, LLC ("RiverSource") and to elect ten
new directors. The proxy statement contains important information, and we urge
you to read it carefully.
This proxy statement is being sent, and your vote requested, because J. & W.
Seligman & Co. Incorporated ("Seligman"), Tri-Continental's manager, has agreed
to be acquired by RiverSource in a transaction that is likely to close in the
fourth quarter of 2008. Consummation of the acquisition of Seligman will result
in an assignment and automatic termination of Tri-Continental's current
management agreement with Seligman. Tri-Continental's Board of Directors
approved the Advisory Agreement as being in the best interests of
Tri-Continental, and recommended it to stockholders for their approval, after
careful consideration.
A certain group of stockholders (the "Group") declared their intent to vote
against the approval of the Advisory Agreement and to solicit other stockholders
to vote against approval. Given the holdings of these stockholders and the
voting patterns in previous proxy contests, the Board believed that it would be
very difficult, if not impossible, for Tri-Continental to obtain approval of the
Advisory Agreement absent the agreement of these stockholders.
Tri-Continental and the Group entered into a settlement agreement on August 19,
2008 under which the Group agreed to vote in accordance with your Board's
recommendations to approve the Advisory Agreement and to elect ten new
directors. Tri-Continental agreed that following the acquisition of Seligman by
RiverSource, and subject to certain conditions, it would conduct two tender
offers provided that the Advisory Agreement is approved by stockholders at the
upcoming special meeting. The terms of the agreement, including the terms of the
proposed tender offers, are summarized in the enclosed proxy statement on pages
10 and 11.
This agreement meets a number of important goals: First, in recognition of the
strong preference of many long-term stockholders, Tri-Continental would continue
to operate as a closed-end fund, as it has since 1929; Second, Tri Continental's
investment objective would remain unchanged; and Third, the Group and other
stockholders would be provided with an opportunity to reduce or eliminate their
holdings at a small discount to net asset value, although the first tender offer
will not be attractive to most individual stockholders for the reasons discussed
in the proxy statement.
There will be no obligation to participate in either tender offer. If no action
is taken on your part, the number of shares you own of Tri-Continental will
remain unchanged. The terms and conditions of the tender offers will be
described in the tender offer documents.
Stockholders have repeatedly indicated their support for Tri-Continental's
closed-end structure. The Board believes that the closed-end structure of
Tri-Continental will be maintained as a result of the measures described above
and in the enclosed proxy statement.
Sincerely,
William C. Morris Brian T. Zino
Chairman President
The tender offers referred to herein, if made, will be made only by the Offers
to Repurchase and related Letters of Transmittal. Stockholders should read these
documents carefully when they become available, free of charge, at the website
of the Securities and Exchange Commission (www.sec.gov). The Offers to
Repurchase will not be made to, nor will tenders be accepted from or on behalf
of, holders of shares in any jurisdiction in which making or accepting the
Offers to Repurchase would violate that jurisdiction's laws.