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
| | Definitive Additional Materials
|X| Soliciting Material Under Rule 14a-12
TRI-CONTINENTAL CORPORATION
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(Name of Registrant as Specified in Its Charter)
ARTHUR D. LIPSON
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.
SCOTT FRANZBLAU
ROBERT FERGUSON
MICHAEL DUNMIRE
PAUL DEROSA
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.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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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.
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EXPLANATORY NOTE
Arthur D. Lipson together with other Participants ("Lipson") is filing
materials contained in this Schedule 14A with the Securities and Exchange
Commission in connection with the next scheduled annual meeting of stockholders
of Tri-Continental Corporation (the "Company") (the "annual meeting") to solicit
votes in support of the election of Lipson's slate of director nominees and
stockholder proposal. Lipson urges stockholders to read his definitive proxy
statement when it becomes available as it will contain important information.
ITEM 1.
Lipson Makes 3rd Attempt To Get Tri-Continental Board Seats
By Ed Welsch
Of DOW JONES NEWSWIRES
WASHINGTON (Dow Jones)--Hedge fund manager Arthur Lipson announced Friday
his third attempt to get himself and his colleagues onto the board of
Tri-Continental Corp. (TY), despite coming up short on votes in last month's
election.
Lipson nominated himself, Paul DeRosa and Robert Ferguson for election to
the company's nine-member board at its next annual meeting, according to an
amended Schedule 13D filed with the Securities and Exchange Commission. The
meeting is expected to be held in May 2007.
Lipson also put forward a proposal to prohibit Tri-Continental from being
managed by any firm that is under investigation by the Securities and Exchange
Commission or the attorney general of any state.
His proposal targets Tri-Continental's manager, J. & W. Seligman & Co.,
which is under investigation by the SEC and New York Attorney General Eliot
Spitzer for market timing at its funds.
In an interview with Dow Jones Newswires, Lipson said on Friday he
believes that Spitzer's formal complaint, filed Sept. 26 against Seligman, will
help tip shareholder support in his favor this time around.
Spitzer's complaint came two days before Tri-Continental's special meeting
Sept. 28. Lipson had emphasized Spitzer's and the Securities and Exchange
Commission's investigations of Seligman in his letters to shareholders, but "the
company could say no legal action was brought against them," Lipson said.
By the time Spitzer filed a formal legal action, "everybody already
voted," Lipson said.
Tri-Continental hasn't released the vote totals for the September
election, but Lipson said the split was closer than his first attempt in May,
when Tri-Continental's slate received nearly twice as many votes as Lipson's.
A Tri-Continental spokesman couldn't be immediately reached for comment.
Lipson and his hedge fund, Western Investment LLC, beneficially owns about
10 million shares, or about 9.5% of Tri-Continental's common stock.
Spitzer's investigation into market timing three years ago found that the
practice of rapid trading in and out of mutual funds was widespread in the
mutual fund industry. The strategy by hedge funds and other short-term traders
was to buy shares in mutual funds after their price was set at market close, and
profit by trading the next morning on inefficiencies that developed overnight.
Spitzer and the SEC argue that the practice scalps percentage points off
the yearly returns of long-term investors.
Seligman voluntarily paid $2 million in restitution and reduced its fees
by about $4 million after it admitted instances of market timing at some of its
mutual funds, but Spitzer argues the practice cheated Seligman's investors out
of $80 million.
Lipson has said that market timing in Seligman's other funds has "tainted"
Seligman's ability to manage Tri-Continental. Market timing cannot occur at
Tri-Continental because shares in closed-end funds trade on exchanges all day,
as a stock does.
The website HTTP://WWW.FIXMYFUND.COM may be updated to include a link to the
above release.
Arthur D. Lipson ("Lipson"), together with
the other Participants (as defined below), intends to make 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 proposal at the next scheduled
annual meeting (the "annual meeting") of the Company.
Lipson advises all stockholders of Tri-Continental Corporation (the "Company")
to read the Proxy Statement and other proxy materials relating to the annual
meeting as they become available because they contain important information.
Such proxy materials will be 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 (including the Proxy Statement once it is
filed), 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 Hedged
Partners, L.P., Western Investment LLC, 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 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, October 20, 2006, and the Proxy Statement.