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): July 6, 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 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
The Board of Directors of the Registrant adopted an amendment to Registrant's
Amended and Restated Bylaws, effective on June 26, 2006. The following first
sentence contained under Article II, Section 7, was deleted:
"Each director shall be elected by the affirmative vote of the
holders of a majority of the votes entitled to be cast thereon."
Effective June 26, 2006, the first sentence of Article II, Section 7 is hereby
superseded and replaced with the following sentence: (The entire paragraph is
restated for your convenience).
"SECTION 7. Voting. Each director shall be elected by the
affirmative vote of the holders of a majority of the votes entitled to be
cast thereon; provided, that, at any time prior to the Corporation's 2007
annual meeting of stockholders, the Board of Directors shall have the
power, in its sole discretion, to call a special meeting for the election
of the directors of the class that was previously elected at the
Corporation's 2003 annual meeting of stockholders, and such other business
as the Board of Directors may determine, and at such special meeting, such
directors shall be elected by a plurality of the votes validly cast
thereon. Subject to the rights of the holders of preferred stock, each
share may be voted for as many individuals as there are directors to be
elected and for whose election the share is entitled to be voted. A
majority of the votes cast at a meeting of stockholders duly called and at
which a quorum is present shall be sufficient to approve any other matter
which may properly come before the meeting, unless more than a majority of
the votes cast is required by statute or by the charter of the
Corporation. Unless otherwise provided in the charter, each outstanding
share, regardless of class, shall be entitled to one vote on each matter
submitted to a vote at a meeting of stockholders."
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: July 6, 2006
By: /s/ Lawrence P. Vogel
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Lawrence P. Vogel
Vice President and Treasurer