sec document
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
(AMENDMENT NO. )
Filed by the Registrant | |
Filed by a Party other than the Registrant |X|
Check the appropriate box:
| | Preliminary Proxy Statement
| | Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
| | Definitive Proxy Statement
|X| Definitive Additional Materials
| | Soliciting Material Under Rule 14a-12
TRI-CONTINENTAL CORPORATION
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(Name of Registrant as Specified in Its Charter)
WESTERN INVESTMENT HEDGED PARTNERS L.P.
WESTERN INVESTMENT LLC
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
WESTERN INVESTMENT TOTAL RETURN MASTER FUND LTD.
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
BENCHMARK PLUS PARTNERS, L.L.C.
BENCHMARK PLUS MANAGEMENT, L.L.C.
PARADIGM PARTNERS, N.W., INC.
ARTHUR D. LIPSON
SCOTT FRANZBLAU
ROBERT FERGUSON
MICHAEL DUNMIRE
PAUL DEROSA
DAVID B. FORD
ELYSE NAKAJIMA
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
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| | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
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Western Investment Hedged Partners L.P. ("Western Investment") is
filing materials contained in this Schedule 14A with the Securities and Exchange
Commission relating to a proxy statement and accompanying proxy cards to be used
in connection with the special meeting of stockholders of Tri-Continental
Corporation (the "Company") scheduled to be held on September 28, 2006 (the
"Annual Meeting") to solicit votes in support of the election of Western
Investment's slate of director nominees and against certain of the Company's
proposals at the special meeting.
Item 1: On or about August 22, 2006, Western Investment mailed the
following letter to stockholders of the Company:
VERY IMPORTANT VOTE: AN OPPORTUNITY TO RESTORE
TRI-CONTINENTAL'S PREMIER INVESTMENT REPUTATION
August 22, 2006
Dear Stockholders of Tri-Continental Corporation:
I write to you as a fellow investor in Tri-Continental. We are all
interested in protecting our investment. The proxy statement included with this
mailing sets forth the reasons why, on behalf of a group of concerned long-term
Tri-Continental stockholders, we oppose both the director slate put forward by
the Company and the Company's proposal to amend its charter to reduce the quorum
requirement to one-third, which would permit a small minority of stockholders
the ability to approve actions on behalf of all stockholders. We have nominated
a slate of outstanding nominees as an alternative to management's slate.
As you probably know, at the 2006 Annual Meeting neither our nor the
Company's nominees received enough votes to be elected. We were upset to learn
that, for what we believe to be no compelling reason, the current
Tri-Continental Board has decided to call an unnecessary Special Meeting for the
election of three directors. Tri-Continental has estimated that it will spend in
excess of $1,400,000 of stockholder money on this unnecessary meeting and
election. The Company's action has compelled us to offer stockholders an
alternative to its nominees.
This election will likely affect the direction of Tri-Continental for
years to come. We have proposed a slate of three outstanding world-class
investors as nominees for election at the Special Meeting. We believe the
election of our slate is in the best interests of all stockholders.
We believe that the large discount to net asset value that
Tri-Continental's stock trades at is a reflection of investor disappointment and
lack of confidence in J. & W. Seligman & Co. Incorporated's management. Electing
our highly experienced nominees, with proven track records of success in
supervising the investment management process will, in our opinion, send a clear
message that the enormous discount to net asset value is unacceptable. If
elected, our nominees will, if necessary, consider additional market purchases
or self-tenders to reduce the discount to below 5%.
To assist you in evaluating the candidates for election, we ask that
you consider the following factors when deciding whom to support at the Special
Meeting.
WESTERN INVESTMENT'S NOMINEES
Relationship with
Professional Investment Experience Seligman
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PAUL DEROSA o Principal of Mt. Lucas Management Corporation with None
close to $2 billion under investment
o Previously worked at Citibank, including managing its
proprietary bond portfolio
o Holder of Ph.D. in Economics from Columbia University
DAVID B. FORD o Goldman Sachs co-head of Global Asset Management, None
1994 to 2003
o Partner/managing director The Goldman Sachs Group,
Inc. 1986-2003
ARTHUR D. LIPSON o Previously headed fixed income research for Lehman None
Brothers and for Paine Webber
o Created the Lehman Brothers bond indices
o Successfully managed private investment partnerships,
including the Western Investment funds, since 1995
THE INCUMBENTS
Professional Investment Experience (Publicly Disclosed in Relationship with
Company's proxy statement) Seligman
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WILLIAM MORRIS o None, other than Tri-Continental and Seligman Director/trustee of 24
Seligman-managed funds
JOHN R. GALVIN o None, other than serving on boards of other Director/trustee of 24
Seligman-managed funds Seligman-managed funds
ROBERT L. SHAFER o None, other than serving on boards of other Director/trustee of 24
Seligman-managed funds Seligman-managed funds
I am gravely concerned by Tri-Continental's performance under the
management of Seligman and the leadership of William Morris, the Chairman of
both Tri-Continental and Seligman. In spite of the disappointing returns
produced over the past 15 years by Seligman and the legal challenges facing
Seligman due to the investigation of Seligman for apparent fraudulent market
timing practices - an investigation in which William Morris is named as a
respondent - and the investigation into whether Seligman engaged in fraud
relating to the advisory fees paid to it, the current Tri-Continental Board has
consistently voted to retain Seligman as Tri-Continental's investment manager
and approve the management fees payable to Seligman.
The New York Attorney General is currently investigating apparent
fraudulent conduct involving Seligman. The investigations concern apparent
fraudulent market timing practices involving Seligman funds and whether Seligman
committed fraud in respect of the advisory fees and expenses it received from
Seligman funds. The market timing investigation concerns apparent fraudulent
conduct in Seligman's secret arrangements with certain preferred customers,
permitting these preferred customers to engage in mutual fund timing activities
that negatively impacted the investment returns to long-term stockholders in the
Seligman funds affected. The New York Attorney General has estimated that the
harm or "dilution" suffered by Seligman stockholders in the funds affected is in
excess of $80 million.
IN LIGHT OF THESE ALLEGATIONS AGAINST SELIGMAN AND MR. MORRIS, EVERY
STOCKHOLDER MUST QUESTION THE JUDGMENT AND INDEPENDENCE OF THE DIRECTORS WHO YET
AGAIN NOMINATED MR. MORRIS FOR REELECTION AS A DIRECTOR. THE TRI-CONTINENTAL
BOARD'S FAILURE TO DEMAND THE HIGHEST STANDARDS OF ETHICS AND INVESTMENT
PERFORMANCE FROM SELIGMAN MAKES US WONDER HOW COMMITTED IT IS TO PROTECTING
STOCKHOLDERS.
Your vote at the September 28, 2006 Special Meeting will decide whether
"business as usual" will continue under the lackluster and LEGALLY TROUBLED
management of Seligman, or if stockholders will issue a mandate for change by
electing our nominees to the Tri-Continental Board. Please carefully read the
enclosed proxy materials. We urge you to sign, date and return the GOLD proxy
today, voting to install three truly independent stockholder representatives to
the nine-member board. THE LATEST DATED PROXY YOU RETURN WILL BE THE ONLY ONE
COUNTED, SO EVEN IF YOU HAVE ALREADY VOTED, YOU HAVE EVERY LEGAL RIGHT TO CHANGE
YOUR VOTE AND SUPPORT OUR SLATE WITH THE ENCLOSED GOLD CARD. Thank you.
Very truly yours,
/s/ Arthur D. Lipson
Western Investment Hedged Partners L.P.
IF YOU HAVE ANY QUESTIONS, OR NEED ASSISTANCE IN VOTING YOUR SHARES, PLEASE CALL
INNISFREE M&A INCORPORATED, TOLL-FREE AT (877) 456-3510. (BANKS AND BROKERS MAY
CALL COLLECT AT (212) 750-5833).
CERTAIN INFORMATION CONCERNING WESTERN INVESTMENT
Western Investment Hedged Partners L.P. ("Western Investment"), together with
the other Participants (as defined below), has made a filing with the SEC of a
proxy statement (the "Proxy Statement") and accompanying proxy cards to be used,
among other things, to solicit votes in support of the election of the
Participants' slate of director nominees and against certain of Tri-Continental
Corporation's (the "Company") proposals at the special meeting (the "special
meeting") of the Company scheduled for September 28, 2006.
Western Investment advises all stockholders of the Company to read the Proxy
Statement and other proxy materials relating to the special meeting as they
become available because they contain important information. Such proxy
materials are available at no charge on the SEC's web site at
http://www.sec.gov. In addition, the Participants in the solicitation will
provide copies of the proxy materials, without charge, upon request. Requests
for copies should be directed to the Participants' proxy solicitor, Innisfree
M&A Incorporated, at its toll-free number: (877) 456-3510 or by e-mail at:
mbrinn@innisfreema.com.
The Participants in the proxy solicitation are Western Investment, Western
Investment LLC, Arthur D. Lipson, Western Investment Activism Partners LLC,
Western Investment Total Return Master Fund Ltd., Benchmark Plus Institutional
Partners, L.L.C., Benchmark Plus Partners, L.L.C., Benchmark Plus Management,
L.L.C., Paradigm Partners, N.W., Inc., Scott Franzblau, Robert Ferguson, Michael
Dunmire, Paul DeRosa, David B. Ford and Elyse Nakajima (the "Participants").
Information regarding the Participants and their direct or indirect interests is
available in the Schedule 13D jointly filed with the SEC on January 6, 2006, as
subsequently amended on January 10, 2006, February 15, 2006, March 3, 2006, May
12, 2006, and July 12, 2006, and the Proxy Statement.