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)
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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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| | Fee paid previously with preliminary materials:
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| | 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
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(2) Form, Schedule or Registration Statement No:
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(3) Filing Party:
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(4) Date Filed:
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EXPLANATORY NOTE
Western Investment Hedged Partners L.P. together with the other
Participants (as defined below) ("Western Investment") is filing materials
contained in this Schedule 14A with the Securities and Exchange Commission
relating to the definitive proxy statement and accompanying proxy cards filed
with the Securities and Exchange Commission on August 22, 2006 and 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
"special 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. Western Investment urges stockholders to read
its definitive proxy statement because it contains important information.
ITEM 1.
Content of http://www.fixmyfund.com
Copies of Western Investment's definitive proxy statement and other
soliciting materials are available on http://www.fixmyfund.com.
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- Tri-Continental Corp. (TY) - Closed-end funds and the
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PROVIDING SHAREHOLDERS WITH TANGIBLE PROGRESS
This site is to inform fund shareholders about activism efforts in closed-end
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have better access to information about highlighted companies they may own.
The companies included here are ones we believe would substantially benefit
shareholders by putting in place more shareholder-friendly policies. Although we
first seek to work with company management to improve performance, we may
nominate and run an alternative slate of directors when we perceive management
is unwilling to make real progress. In these cases, we will make the arguments
for our proposed slate available on this site, providing shareholders
information to help them decide how to vote their proxies in the election.
Investors are welcome to send us questions and comments at
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CERTAIN INFORMATION CONCERNING WESTERN INVESTMENT
Western Investment Hedged Partners L.P. ("Western Investment"),
together with the other Participants (as defined below), made a filing on August
22, 2006 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.