SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
(AS PERMITTED BY RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
TRI-CONTINENTAL CORPORATION
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(Name of Registrant as Specified In Its Charter)
[INSERT NAME]
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(Name of Person(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)(4) 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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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] 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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Tri-Continental Corporation
an investment you can live with
August xx, 2006
Re: Special Meeting of Stockholders to be held September 28, 2006
Dear Valued Stockholder:
The election of highly qualified and experienced directors is paramount to the
long-term viability of Tri-Continental. We therefore ask that you read this
letter carefully and cast your vote for the slate of directors proposed by the
Board of Tri-Continental at a Special Meeting of Stockholders set for
September 28, 2006.
At the May 4, 2006 Annual Meeting of Stockholders, Tri-Continental's slate of
incumbent directors received the vast majority of votes cast. These experienced
directors handily beat the candidates proposed by a group of dissident hedge
funds, by approximately 45% to 25%. In accordance with Tri-Continental's
Bylaws, however, 50% of outstanding votes are required to elect directors at an
Annual Meeting. As a consequence, Tri-Continental's slate of Directors was not
elected.
The threshold for election of directors at the Special Meeting has been set by
the Board of Directors as a simple plurality of votes cast, either in person or
by proxy. Tri-Continental's Directors unanimously approved the plurality vote
requirement and the Special Meeting, concluding that it is in the best interest
of the Corporation and its Stockholders to have all Directors duly elected for
full terms.
We requested support from Tri-Continental Stockholders earlier this year and
received it in the vast majority of votes cast. We request that you once again
demonstrate your support for the highly qualified and experienced candidates
recommended by your Board of Directors, with a vote on the enclosed White Proxy
Card for the re-election of Directors: General John R. Galvin, Chairman William
C. Morris, and Ambassador Robert L. Shafer.
Once again, a dissident Hedge Fund group has informed us that it is contesting
the election and proposing its own candidates. You will likely receive mailings
and phone calls from them. Regardless of the stated objectives of the Hedge
Fund group, we believe its goal is to install directors who will seek to have
Tri-Continental open-ended or liquidated solely to make a trading profit on a
short-term investment. This strategy would be consistent with the pattern of
past conduct of certain members of the group with other closed-end funds.
Certain members of the dissident Hedge Fund group also have a history of
subverting the democratic process for closed-end funds by refusing to cast
their votes, and thereby depriving corporations of the necessary quorum to
elect directors and conduct other business. To ensure that the Hedge Fund group
cannot use this tactic to derail future Tri-Continental meetings and add
potentially significant costs to future stockholder solicitations, we are
requesting that you approve a change in the Articles of Incorporation for
Tri-Continental that would reduce Tri-Continental's quorum requirement to
one-third of outstanding votes entitled to be cast.
We recognize that proxy solicitations, particularly in contested elections, can
be bothersome to stockholders. We ask for your forbearance throughout the
solicitation period and express our gratitude for your patience and support.
Please complete, sign, and date the enclosed White Proxy Card and promptly mail
it in the enclosed envelope, to have your vote counted in the Special Meeting
of Stockholders on September 28, 2006. This is essential, as proxies submitted
in conjunction with the May 4, 2006 Annual Meeting of Stockholders are NOT
valid in this new election.
Thank you for your continued support of Tri-Continental.
Sincerely,
/s/ William C. Morris /s/ Brian T. Zino
------------------------ ------------------------
William C. Morris Brian T. Zino
Chairman President
[GRAPHIC APPEARS HERE]
100 Park Avenue, New York, New York 10017
New York City Telephone (212) 850-1864
Toll-Free Telephone (800) 221-2450
Notice of Special Meeting of Stockholders
to be held on September 28, 2006
To the Stockholders:
A Special Meeting of Stockholders (the "Meeting") of Tri-Continental
Corporation, a Maryland corporation (the "Corporation"), will be held at the
offices of Venable LLP, 2 Hopkins Plaza, Baltimore, Maryland 21202, on
September 28, 2006 at 9:30 A.M., for the following purposes:
(1) To elect three Directors, each to hold office until the 2009 Annual
Meeting of Stockholders and until their successors are elected and
qualify;
(2) To consider and vote on a proposal to approve an amendment to the
Corporation's charter to provide that the presence in person or by
proxy of Stockholders entitled to cast at least one-third (1/3) of all
of the votes entitled to be cast at a Stockholder meeting constitutes
a quorum, unless a higher percentage is specified in the Bylaws of the
Corporation; and
(3) To transact such other business as may properly come before the
Meeting or any adjournment or postponement thereof, including
proposing and/or voting on adjournment of the Meeting, including,
without limitation, in the event that sufficient votes in favor of any
proposal or nominee for election as a Director are not received, in
the discretion of the proxy holder;
all as set forth in the Proxy Statement accompanying this Notice.
The close of business on July 25, 2006 has been fixed as the record date for
the determination of Stockholders entitled to notice of, and to vote at, the
Meeting or any adjournment or postponement thereof.
Only directors, officers, employees and agents of the Corporation and
holders of the Corporation's stock as of the record date for the Meeting and
their duly authorized proxies are entitled to attend the Meeting. You will need
to provide proof of ownership of the Corporation's stock or, if your shares are
held in street name, a proxy from the street name holder to enter the Meeting.
Your vote is very important. Proxies submitted in conjunction with the
Corporation's 2006 Annual Meeting of Stockholders, held on May 4, 2006, are not
valid at the Meeting. Whether or not you plan to attend the Meeting, and
regardless of the number of shares you own, we urge you to vote for your
Board's nominees and for the proposal to amend the Corporation's
charter by promptly signing, dating and returning the enclosed White Proxy
Card, or by authorizing your proxy by telephone or Internet as described in the
enclosed White Proxy Card.
We strongly urge you not to sign any proxy card that may be sent to you by
the dissident Hedge Fund Group that has announced its intention to solicit
proxies in connection with the Meeting. If you have previously returned any
proxy card sent to you by the Hedge Funds or any person other than the
Corporation, or if you previously gave your proxy to the Hedge Funds by
telephone or Internet, you may change any vote you may have indicated by
signing, dating and returning the enclosed White Proxy Card in the accompanying
envelope, or by authorizing your proxy by telephone or Internet as described in
the enclosed White Proxy Card. In addition, you may be able to authorize your
proxy by telephone through the Corporation's proxy solicitor. If you hold your
shares in a brokerage or bank account (in "street name"), your broker or bank
may not vote your shares at the Meeting (as it has in past routine annual
meetings) unless you complete, sign and return promptly the voting instructions
form it will send you. In addition, if you hold your shares in a brokerage or
bank account, your broker or bank may allow you to provide your voting
instructions by telephone or Internet. Please consult the materials you receive
from your broker or bank prior to authorizing a proxy by telephone or Internet.
If you have any questions or need additional information, please contact
Georgeson Shareholder Communications Inc., the Corporation's proxy solicitors,
at 17 State Street, New York, New York 10004, or by telephone at 1-888-219-8293.
By order of the Board of Directors,
/s/ Frank J. Nasta
-----------------------------
Secretary
Dated: New York, New York, July [.], 2006
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YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN.
You may authorize your proxy by telephone or Internet, or by dating and signing
the enclosed White Proxy Card, and returning it in the envelope provided, which
is addressed for your convenience and needs no postage if mailed in the United
States. In order to avoid the additional expense of further solicitation, we
ask your cooperation in authorizing your proxy promptly by telephone or
Internet, or by mailing the enclosed White Proxy Card promptly.
2
July [.], 2006
[GRAPHIC APPEARS HERE]
100 Park Avenue, New York, New York 10017
PROXY STATEMENT
Special Meeting of Stockholders to be held on September 28, 2006
This Proxy Statement is furnished to you in connection with the solicitation
of proxies by the Board of Directors of Tri-Continental Corporation, a Maryland
corporation ("Tri-Continental" or the "Corporation"), to be exercised at the
Special Meeting of Stockholders (the "Meeting") to be held at the offices of
Venable LLP, 2 Hopkins Plaza, Baltimore, Maryland 21202, on September 28, 2006.
It is expected that the Notice of Special Meeting, this Proxy Statement and
form of Proxy will first be mailed to Stockholders on or about July [.], 2006.
THIS IS A VERY IMPORTANT SPECIAL MEETING OF STOCKHOLDERS OF THE CORPORATION.
The Corporation held its 2006 Annual Meeting of Stockholders on May 4, 2006. As
permitted by Maryland law, Directors of the Corporation are divided into three
classes, with staggered terms, and each year elections for Directors of one of
the three classes are held at the Annual Meeting of Stockholders. At the 2006
Annual Meeting of Stockholders, a majority of the votes entitled to be cast for
the election of Directors was required in order for a nominee to be elected as
a Director. However, the election was contested and none of the nominees
received the required vote, although the Corporation's slate of incumbent
Directors received the vast majority of votes cast. Because no Directors were
elected, under Maryland law, the incumbent Directors held over and may legally
remain in office until the Corporation's 2007 Annual Meeting of Stockholders,
at which time elections would be held for their successors, along with the next
succeeding class of Directors.
On June 26, 2006, the Board of Directors amended the Corporation's Bylaws to
provide that, while the election of Directors at an Annual Meeting of
Stockholders will continue to require the affirmative vote of the holders of a
majority of the votes entitled to be cast, the Board may call a special meeting
of Stockholders for the purpose of electing Directors prior to the 2007 Annual
Meeting of Stockholders. Under the amended Bylaws, the required vote to elect
Directors at such special meeting at which a quorum is present is a plurality
of the votes cast.
The Board has called the Meeting for the purpose of electing Directors. As a
result, assuming that Stockholders elect Directors at the Meeting, it will not
be necessary for the Directors whose terms would otherwise have expired at the
2006 Annual Meeting of Stockholders to hold over until the 2007 Annual Meeting
of Stockholders without being elected by Stockholders. At the Meeting,
Stockholders will also vote on the Board's proposal that the Corporation's
Charter be amended to permit a lower quorum at meetings of Stockholders, for
the reasons discussed herein.
Following the announcement of the Special Meeting by the Corporation, a
group of dissident Hedge Funds informed the Corporation of its intention to
solicit proxies against the
nominees of your Board of Directors and in favor of its nominees. The same
group of Hedge Funds solicited proxies in favor of its nominees in connection
with the 2006 Annual Meeting of Stockholders. These nominees received
substantially fewer votes than the Board's nominees. Your Board strongly
believes that the Board's nominees for re-election as Directors at the Meeting
are far better qualified than those proposed by the dissident Hedge Fund group.
In addition, the Board believes that the Board's nominees will better serve the
interests of all Stockholders.
Proxies authorized in conjunction with the Corporation's 2006 Annual Meeting
of Stockholders are not valid at the Meeting. With regard to the Meeting, if
you properly authorize your proxy by telephone or Internet or by executing and
returning the enclosed White Proxy Card, and your proxy is not subsequently
revoked, your votes will be cast at the Meeting, and any postponement or
adjournment thereof, in accordance with your instructions. If you return your
signed White Proxy Card without instructions, your votes will be cast (i) FOR
the election of the three Directors named in Proposal 1 and (ii) FOR Proposal
2, to approve the amendment to the Corporation's Charter to reduce the quorum
for a meeting of Stockholders, as described below. Your votes will be cast in
the discretion of the Proxy holders on any other matter that may properly have
come before the Meeting and any postponement or adjournment thereof, including,
but not limited to, the adjournment or postponement of the Meeting to solicit
additional votes in favor of the proposal to amend the Charter if sufficient
votes are not received.
If you execute, date and submit a proxy card, you may revoke your proxy or
change it by written notice to the Corporation (Attention: Secretary), by
submitting a subsequently executed and dated proxy or by attending the Meeting
and casting your vote in person. If you authorize your proxy by telephone or
Internet, you may revoke it by authorizing a subsequent proxy by telephone or
Internet, or by signing and returning a proxy card dated as of a date that is
later than your last telephone or Internet proxy submission or by attending the
Meeting and casting your vote in person. Attending the Meeting will not
automatically revoke any previously delivered proxy.
The close of business on July 25, 2006 has been fixed as the record date for
the determination of Stockholders entitled to notice of, and to vote at, the
Meeting and any adjournment or postponement thereof. On that date, the
Corporation had outstanding [.] shares of $2.50 cumulative preferred stock (the
"Preferred Stock"), the holder of each share being entitled to two votes per
share, and [.] shares of common stock, par value $0.50 (the "Common Stock"),
the holder of each share being entitled to one vote per share. For all matters
to be voted upon, an abstention or broker non-vote will not be considered a
vote cast. Abstentions and broker non-votes, if any, will be considered present
for the purpose of determining the presence of a quorum. For purposes of the
vote on the election of each nominee for Director, abstentions and broker
non-votes, if any, will have no effect on the result of the vote. For purposes
of the vote on Proposal 2, abstentions and broker non-votes, if any, will have
the effect of a vote against the proposal.
The presence in person or by proxy of Stockholders entitled to cast a
majority of all the votes entitled to be cast at the Meeting will constitute a
quorum. In the event that a quorum is not present at the Meeting or, even if a
quorum is present, in the event that sufficient votes in favor of any Board
proposal (or the election of each of the Board's nominees for Director) are
2
not received and tabulated prior to the time the Meeting is called to order,
the persons named as proxies may propose and vote for one or more adjournments
or postponements of the Meeting, with no notice other than an announcement at
the Meeting, if a quorum is not present or, if a quorum is present, before
calling for a vote on such Board proposal or nominee, and further solicitation
may be made. The proxies given by Stockholders indicating a vote against a
Board proposal will be voted against adjournment of the Meeting in respect of
that proposal.
The Corporation's manager is J. & W. Seligman & Co. Incorporated (the
"Manager"). The Corporation's Stockholder service agent is Seligman Data Corp.
("SDC"). The address of each of these entities is 100 Park Avenue, New York, NY
10017. The Corporation will furnish, without charge, a copy of its most recent
annual report and most recent semi-annual report to any Stockholder upon
request to SDC at 1-800-221-2450.
If you have elected to receive one Proxy Statement for all accounts
maintained by members of your household, the Corporation will deliver promptly
upon written or oral request a separate copy of the Proxy Statement for a
separate account.
A. Election of Directors
(Proposal 1)
The Board of Directors is presently composed of nine Directors. As
authorized by Maryland law, the Board is divided into three classes, each of
which consists of three Directors. Members of each class hold office for a term
of three years and until their successors are elected and qualify. The term of
one class expires at the annual meeting of Stockholders in each year.
At the Meeting, three Directors are to be elected. General John R. Galvin,
Mr. William C. Morris, and Ambassador Robert L. Shafer have been unanimously
recommended by the Director Nominating Committee of the Board of Directors of
the Corporation and nominated by the Board of Directors for election to the
class of Directors whose term will expire at the 2009 Annual Meeting of
Stockholders and when their successors are elected and qualify. Although
General Galvin has reached the retirement age set by Board policy, the Board
has waived this policy in his case at the unanimous recommendation of the
Director Nominating Committee.
It is the intention of the persons named in the accompanying form of proxy
to nominate and to cast your votes for the election of General Galvin,
Mr. Morris and Ambassador Shafer. General Galvin has been a Director of the
Corporation since 1995, Mr. Morris has been a Director and Chairman of the
Corporation since 1988, and Ambassador Shafer has been a Director of the
Corporation since 1991. All were last elected by Stockholders at the 2003
Annual Meeting.
Each nominee has agreed to serve if elected. There is no reason to believe
that any of the nominees will become unavailable for election as a Director of
the Corporation, but if that should occur before the Meeting, the persons named
as proxies will vote for the persons the Director Nominating Committee and the
Board of Directors recommend.
3
Background information regarding General Galvin, Mr. Morris and Ambassador
Shafer, as well as the other Directors of the Corporation, follows.
Term of Number of
Office if Portfolios in
Elected and Principal Occupation(s) During Fund Complex
Name (Age) and Length of Past 5 Years, to be Overseen
Position With Corporation* Time Served Directorships and Other Information by Nominee
-------------------------- ------------ ------------------------------------------------------------------ --------------
Independent Director Nominees
John R. Galvin (77) 2006-2009; Dean Emeritus, Fletcher School of Law and Diplomacy at Tufts 58
Director 1995 to Date University; Director or Trustee of each of the investment
[PHOTO] companies of the Seligman Group of Funds+; and Chairman
Emeritus, American Council on Germany. Formerly, Director,
Raytheon Co. (defense and commercial electronics), Governor of
the Center for Creative Leadership, and Trustee, Institute for
Defense Analyses. From February 1995 until June 1997, he was a
Director of USLIFE Corporation (life insurance). From June 1987
to June 1992, he was the Supreme Allied Commander, NATO and
the Commander-in-Chief, United States European Command.
Robert L. Shafer (74) 2006-2009; Ambassador and Permanent Observer of the Sovereign Military 58
Director 1991 to Date Order of Malta to the United Nations; and Director or Trustee of
[PHOTO] each of the investment companies of the Seligman Group of
Funds+. From May 1987 until June 1997, Director, USLIFE
Corporation (life insurance) and from December 1973 until
January 1996, Vice President, Pfizer Inc. (pharmaceuticals).
Interested Director Nominee
William C. Morris** (68) 2006-2009; Chairman, J. & W. Seligman & Co. Incorporated; Chairman of the 58
Director and Chairman 1988 to Date Board and Director or Trustee of each of the investment
[PHOTO] companies of the Seligman Group of Funds+; Chairman, Seligman
Advisors, Inc., Seligman Services, Inc. and Carbo Ceramics Inc.
(manufacturer of ceramic proppants for oil and gas industry);
Director, Seligman Data Corp.; and President and Chief Executive
Officer of The Metropolitan Opera Association. Formerly,
Director, Kerr-McGee Corporation (diversified energy and
chemical company) and Chief Executive Officer of each of the
investment companies of the Seligman Group of Funds.
Other Directors
The other Directors of the Corporation are:
Number of
Term of Portfolios in
Office and Principal Occupation(s) During Fund Complex
Name (Age) and Length of Past 5 Years, to be Overseen
Position With Corporation* Time Served Directorships and Other Information by Director
-------------------------- ------------ ------------------------------------------------------------------ --------------
Independent Directors
Alice S. Ilchman (71) 2004-2007; President Emerita, Sarah Lawrence College; Director or Trustee of 58
Director 1990 to Date each of the investment companies of the Seligman Group of
Funds+; Director, Jeannette K. Watson Fellowship (internships for
college students); Trustee, Committee for Economic Development;
Governor, Court of Governors, London School of Economics; and
Director, Public Broadcasting Service (PBS). Formerly, Trustee,
Save the Children (non-profit child assistance organization). From
January 1996 to December 2000, Chairman, The Rockefeller
Foundation (charitable foundation). From September 1987 until
September 1997, Director, New York Telephone Company.
4
Number of
Term of Portfolios in
Office and Principal Occupation(s) During Fund Complex
Name (Age) and Length of Past 5 Years, to be Overseen
Position With Corporation* Time Served Directorships and Other Information by Director
-------------------------- ------------ ------------------------------------------------------------------- --------------
Frank A. McPherson (73) 2004-2007; Retired Chairman of the Board and Chief Executive Officer of 58
Director 1995 to Date Kerr-McGee Corporation (diversified energy and chemical
company); Director or Trustee of each of the investment
companies of the Seligman Group of Funds+; and Director, DCP
Midstream GP, LLP (natural gas processing), Integris Health
(owner of various hospitals), Oklahoma Chapter of the Nature
Conservancy, Oklahoma Medical Research Foundation, Boys and
Girls Clubs of Oklahoma, Oklahoma City Public Schools
Foundation and Oklahoma Foundation for Excellence in
Education. Formerly, Director, ConocoPhillips (integrated
international oil corporation), Kimberly-Clark Corporation
(consumer products) and BOK Financial (bank holding company).
From 1990 until 1994, Director, the Federal Reserve System's
Kansas City Reserve Bank.
Betsy S. Michel (64) 2005-2008; Attorney; Director or Trustee of each of the investment companies 58
Director 1985 to Date of the Seligman Group of Funds+; and Trustee, The Geraldine R.
Dodge Foundation (charitable foundation). Formerly, Chairman of
the Board of Trustees of St. George's School (Newport, RI); and
Trustee, World Learning, Inc. (international educational training)
and Council of New Jersey Grantmakers.
Leroy C. Richie (64) 2004-2007; Counsel, Lewis & Munday, P.C. (law firm); Chairman and Chief 57
Director 2000 to Date Executive Officer, Q Standards Worldwide, Inc. (library of
technical standards); Director or Trustee of each of the investment
companies of the Seligman Group of Funds+ (with the exception
of Seligman Cash Management Fund, Inc.); Director, Kerr-McGee
Corporation (diversified energy and chemical company), Infinity,
Inc. (oil and gas services and exploration) and Vibration Control
Technologies, LLC (auto vibration technology); Lead Outside
Director, Digital Ally Inc. (digital imaging); Director and
Chairman, Highland Park Michigan Economic Development
Corp.; and Chairman, Detroit Public Schools Foundation.
Formerly, Trustee, New York University Law Center Foundation;
and Vice Chairman, Detroit Medical Center, and Detroit
Economic Growth Corp. From 1990 until 1997, Vice President
and General Counsel, Automotive Legal Affairs, Chrysler
Corporation.
James N. Whitson (71) 2005-2008; Retired Executive Vice President and Chief Operating Officer, 58
Director 1993 to Date Sammons Enterprises, Inc. (a diversified holding company);
Director or Trustee of each of the investment companies of the
Seligman Group of Funds+; and Director, CommScope, Inc.
(manufacturer of coaxial cable). Formerly, Director and
Consultant, Sammons Enterprises, Inc. and a Director of C-SPAN
(cable television networks).
Interested Director
Brian T. Zino** (53) 2005-2008; Director and President, J. & W. Seligman & Co. Incorporated; 57
Director, President and Dir.: 1993 President, Chief Executive Officer and, with the exception of
Chief Executive Officer to Date Seligman Cash Management Fund, Inc., Director or Trustee of
Pres.: 1995 each of the investment companies of the Seligman Group of
to Date Funds+; Director, Seligman Advisors, Inc. and Seligman Services,
CEO: 2002 Inc.; Chairman, Seligman Data Corp.; Member of the Board of
to Date Governors of the Investment Company Institute; and Director
(formerly Chairman), ICI Mutual Insurance Company.
--------
+ The Seligman Group of Funds currently consists of 24 registered investment
companies (comprising 58 separate portfolios), including the Corporation.
* The address for each Director or Nominee is 100 Park Avenue, New York, New
York 10017.
** Messrs. Morris and Zino are considered "interested persons" of the
Corporation, as defined in the Investment Company Act of 1940, as amended
("1940 Act"), by virtue of their positions with the Manager and its
affiliates.
5
Beneficial Ownership of Shares of the Corporation and Funds of Complex
As of June 30, 2006, each Director (and Nominee) beneficially owned shares
of the Corporation and the investment companies of the Seligman Group of Funds
as follows:
Aggregate Dollar Range of Shares Owned
Dollar Range of Common by Director or Nominee of All Funds
Shares Owned by Director Overseen or to be Overseen by Director
Name of Director/Nominee or Nominee of the Corporation or Nominee of Seligman Group of Funds
------------------------ ----------------------------- --------------------------------------
Independent Directors/Nominees
John R. Galvin $10,001-$50,000 $50,001-$100,000
Alice S. Ilchman Over $100,000 Over $100,000
Frank A. McPherson Over $100,000 Over $100,000
Betsy S. Michel $10,001-$50,000 Over $100,000
Leroy C. Richie $10,001-$50,000 $10,001-$50,000
Robert L. Shafer $50,001-$100,000 Over $100,000
James N. Whitson Over $100,000 Over $100,000
Interested Directors/Nominee
William C. Morris Over $100,000 Over $100,000
Brian T. Zino Over $100,000 Over $100,000
As of June 30, 2006, all Directors and officers of the Corporation as a
group owned beneficially less than 1% of the Corporation's Common Stock and
less than 1% of the Corporation's Preferred Stock.
Section 16(a) Beneficial Ownership Reporting Compliance
During the year ended December 31, 2005, one transaction in the
Corporation's Common Stock by David F. Stein (Vice Chairman of the Manager),
two transactions in the Corporation's Common Stock by Frank J. Nasta (the
Secretary of the Corporation) and four transactions in the Corporation's Common
Stock by Michael F. McGarry (a Vice President and Co-Portfolio Manager of the
Corporation) were not reported within two business days as required. The
necessary filings for each Stockholder were subsequently made.
Security Ownership of Certain Beneficial Owners
The table below sets forth the beneficial ownership as of July 11, 2006 of
each person (including any "group" as that term is used in Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended) known by the Corporation to be
the beneficial owner of more than 5% of the outstanding shares of any class of
the Corporation's stock.
6
Number of Shares
Name of Beneficial Owner Beneficially Owned Percent of Class
------------------------ ------------------- ----------------
A group led by Western Investment 9,855,541 shares of 9.32%
Hedged Partners L.P., and including Common Stock
14 other members/1/
--------
1 Information regarding group membership and shareholdings was obtained from
the Schedule 13D/A filed by the group with the Securities and Exchange
Commission on July 12, 2006. According to that Schedule 13D/A, the members
of the group are Western Investment LLC, Western Investment Hedged Partners
L.P., 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, Paul DeRosa, David B. Ford, Scott
Franzblau, Robert Ferguson, Michael Dunmire and Elyse Nakajima.
Board Committees
The Board of Directors met nine times during the year ended December 31,
2005. The standing committees of the Board include the Board Operations
Committee, Audit Committee, and Director Nominating Committee. These Committees
are comprised solely of Directors who are not "interested persons" of the
Corporation as that term is defined in the 1940 Act. The duties of these
Committees are described below.
Board Operations Committee. This Committee has authority generally to direct
the operations of the Board, including the nomination of members of other Board
Committees and the selection of legal counsel for the Corporation. The
Committee met seven times during the year ended December 31, 2005. Members of
the Committee, Messrs. McPherson (Chairman), Richie and Whitson, General
Galvin, Ambassador Shafer, Dr. Ilchman, and Ms. Michel, are the independent
Directors of the Corporation. In his capacity as Chairman of the Board
Operations Committee, Mr. McPherson performs duties similar to those of a "lead
independent director," as he chairs meetings of the independent Directors, and
acts as a point of contact between the independent Directors and the Manager
between Board meetings in respect of general matters.
Audit Committee. This Committee assists the Board in its oversight of the
Corporation's financial reporting process and operates pursuant to a written
charter most recently amended on March 17, 2005. The Committee met three times
during the year ended December 31, 2005. Members of this Committee are Messrs.
Whitson (Chairman) and Richie, General Galvin, and Ms. Michel. The members of
this Committee are "independent" as required by applicable listing standards of
the New York Stock Exchange. The report of the Audit Committee, as approved on
February 1, 2006, is attached to this Proxy Statement as Appendix 1.
Director Nominating Committee. Members of the Director Nominating Committee
are Messrs. Shafer (Chairman) and McPherson, and Dr. Ilchman. The Director
Nominating Committee met once during the year ended December 31, 2005. Pursuant
to its written charter adopted by the Board of Directors on March 18, 2004, the
Director Nominating Committee identifies, evaluates, selects and nominates, or
recommends for nomination, candidates for the Board. It also may set standards
or qualifications for Directors. The Director Nominating Committee may consider
candidates for the Board submitted by current Directors, the Manager, the
Stockholders and other appropriate sources.
7
The Director Nominating Committee will consider candidates submitted by a
Stockholder or group of Stockholders who have owned at least $10,000 of the
Corporation's outstanding Common Stock for at least one year at the time of
submission and who timely provide specified information about the candidates
and the nominating Stockholder or group. To be timely for consideration by the
Director Nominating Committee, the submission, including all required
information, must be submitted in writing to the attention of the Secretary at
100 Park Avenue, New York, NY 10017, (i) for an annual meeting, not less than
120 days before the date of the proxy statement for the previous year's Annual
Meeting of Stockholders and (ii) for a special meeting, not earlier than 150
days prior to such meeting nor later than the later of 120 days prior to such
meeting or the tenth day following the first public announcement of such
meeting. The Director Nominating Committee will consider only one candidate
submitted by such a Stockholder or group for nomination for election at an
annual or special meeting of Stockholders. The Director Nominating Committee
will not consider self-nominated candidates or candidates nominated by members
of a candidate's family, including such candidate's spouse, children, parents,
uncles, aunts, grandparents, nieces and nephews.
The Director Nominating Committee will consider and evaluate candidates
submitted by the nominating Stockholder or group on the basis of the same
criteria as those used to consider and evaluate candidates submitted from other
sources. These criteria may include the candidate's relevant knowledge,
experience and expertise, the candidate's ability to carry out his or her
duties in the best interests of the Corporation and the candidate's ability to
qualify as a disinterested Director. The charter for the Director Nominating
Committee, which provides a detailed description of the criteria used by the
Director Nominating Committee as well as information required to be provided by
Stockholders submitting candidates for consideration by the Director Nominating
Committee, was included in the proxy statement for the 2004 Annual Meeting of
Stockholders.
Procedures for Communications to the Board of Directors
The Board of Directors has adopted a process for Stockholders to send
communications to the Board. To communicate with the Board of Directors or an
individual Director, a Stockholder may send written communications to 100 Park
Avenue, New York, NY 10017, addressed to the Board of Directors of
Tri-Continental Corporation or the individual Director. All Stockholder
communications received in accordance with this process will be forwarded to
the Board of Directors or the individual Director. Each member of the Board of
Directors is encouraged to attend the Corporation's Annual Meeting of
Stockholders. There were nine members of the Board of Directors in attendance
at the Corporation's 2005 Annual Meeting of Stockholders and eight members of
the Board of Directors in attendance at the Corporation's 2006 Annual Meeting
of Stockholders.
8
Executive Officers of the Corporation
Information with respect to Executive Officers, other than Messrs. Morris
and Zino, is as follows:
Name (Age) and Position Term of Office and
With the Corporation Length of Time Served* Principal Occupation During Past Five Years
----------------------- ---------------------- --------------------------------------------------------------------
John B. Cunningham (41) 2004 to Date Mr. Cunningham is a Managing Director and Chief Investment
Vice President and Officer of the Manager, a Vice President and Portfolio Manager of
Portfolio Manager the Corporation, Seligman Common Stock Fund, Inc. and Seligman
Income and Growth Fund, Inc. and a Vice President and Co-Portfolio
Manager of Seligman TargetHorizon ETF Portfolios, Inc. He is also a
Vice President of Seligman Portfolios, Inc., as well as Portfolio
Manager of its Common Stock Portfolio. Prior to joining the
Manager, beginning in 2001, he was a Managing Director and Senior
Portfolio Manager of Salomon Brothers Asset Management
("SBAM") and Group Head, SBAM's Equity Team. Prior to 2001, he
was a Director and Portfolio Manager of SBAM.
Michael F. McGarry (42) 2005 to Date Mr. McGarry is a Managing Director of the Manager, and a Vice
Vice President and Co- President and Co-Portfolio Manager of the Corporation and Seligman
Portfolio Manager Common Stock Fund, Inc. He is also a Vice President of Seligman
Portfolios, Inc. and Co-Portfolio Manager of its Common Stock
Portfolio.
Charles W. Kadlec (60) 1996 to Date Mr. Kadlec is a Director and Managing Director of the Manager and
Vice President President of Seligman Advisors, Inc. and Seligman Services, Inc. He
is also Vice President and Portfolio Manager of Seligman Time
Horizon/Harvester Series, Inc. and a Vice President and Co-Portfolio
Manager of Seligman TargetHorizon ETF Portfolios, Inc.
Eleanor T.M. Hoagland (55) 2004 to Date Ms. Hoagland is a Managing Director of the Manager and Vice
Vice President and Chief President and Chief Compliance Officer for each of the investment
Compliance Officer companies of the Seligman Group of Funds. She was formerly a
Managing Director, Partner and Chief Portfolio Strategist at AMT
Capital Management from 1994 to 2000.
Lawrence P. Vogel (50) VP: 1992 to Date; Mr. Vogel is Senior Vice President and Treasurer, Investment
Vice President and Treasurer Treas: 2000 to Date Companies, of the Manager, Vice President and Treasurer of each of
the investment companies of the Seligman Group of Funds, and
Treasurer of SDC.
9
Name (Age) and Position Term of Office and
With the Corporation Length of Time Served* Principal Occupation During Past Five Years
----------------------- ---------------------- --------------------------------------------------------------------
Thomas G. Rose (48) 2000 to Date Mr. Rose is Managing Director, Chief Financial Officer, Senior Vice
Vice President President, Finance, and Treasurer of the Manager, and Senior Vice
President, Finance, of Seligman Advisors, Inc. and SDC. He is a Vice
President of each of the investment companies of the Seligman
Group of Funds, Seligman International, Inc. and Seligman Services,
Inc.
Frank J. Nasta (41) 1994 to Date Mr. Nasta is a Director, Managing Director, General Counsel and
Secretary Corporate Secretary of the Manager. He is Secretary of each of the
investment companies of the Seligman Group of Funds. He is also
Corporate Secretary of Seligman Advisors, Inc., Seligman Services,
Inc., Seligman International, Inc. and SDC.
--------
* All officers of the Corporation are elected annually by the Board of
Directors and serve until their successors are elected and qualify or their
earlier resignation. The address of each of the foregoing officers is
100 Park Avenue, New York, New York 10017.
Remuneration of Directors and Officers
Directors of the Corporation who are not employees of the Manager or its
affiliates each receive an annual retainer fee of $60,000, which is shared by
the Corporation and the other investment companies in the Seligman Group of
Funds. For the year ended December 31, 2005, the Corporation paid each Director
a portion of an aggregate retainer fee in the amount (for each Director who
served for a full year) of $16,870. In addition, such Directors are currently
paid a total of $3,000 for each day on which they attend Board and/or Committee
meetings ($1,500 for telephonic attendance at certain meetings), the amount of
which is shared by the Corporation and the other investment companies of the
Seligman Group of Funds meeting on the same day. The Directors are also
reimbursed for the expenses of attending meetings. There were nine Directors
who were not employees of the Manager or its affiliates at the beginning of
2005. Mr. John E. Merow retired pursuant to Board policy at the 2005 Annual
Meeting of Stockholders and Mr. Robert B. Catell resigned as a Director on
November 28, 2005. The size of the Board was reduced by one following each of
the retirement of Mr. Merow and the resignation of Mr. Catell. Total Directors'
fees paid by the Corporation to the Directors listed below for the year ended
December 31, 2005 were as follows:
Aggregate
Number of Directors Direct
in Group Capacity in which Remuneration was Received Remuneration
------------------- ------------------------------------------- ------------
9 Directors and Members of Committees $830,698
10
Director's attendance, retainer and/or committee fees paid to each Director
during 2005 were as follows:
Aggregate Pension or Retirement Total Compensation
Compensation Benefits Accrued as Part From Corporation
Name From Corporation of Corporation Expenses and Fund Complex*
---- ---------------- ------------------------ ------------------
Robert B. Catell** $ 27,969 -0- $ 83,120
John R. Galvin 34,233 -0- 100,500
Alice S. Ilchman 32,651 -0- 97,500
Frank A. McPherson 32,651 -0- 97,500
John E. Merow*** 14,040 -0- 39,578
Betsy S. Michel 36,770 -0- 105,000
Leroy C. Richie 36,770 -0- 106,500
Robert L. Shafer 33,926 -0- 100,500
James N. Whitson+ 34,233 -0- 100,500
--------
* For the year ended December 31, 2005, there were 24 registered investment
companies in the Seligman Group of Funds, including the Corporation.
** Mr. Catell resigned as Director on November 28, 2005.
*** Mr. Merow retired pursuant to Board policy at the 2005 Annual Meeting.
Mr. Merow had previously deferred compensation pursuant to the deferred
compensation plan; however, he had stopped deferring his current
compensation prior to his retirement. The accrued balance of Mr. Merow's
deferred compensation (including earnings/losses) in respect of the
Corporation as of December 31, 2004 was $22,873, all of which was paid to
him in January 2005.
+ Mr. Whitson had previously deferred compensation pursuant to the deferred
compensation plan. Mr. Whitson, who deferred receiving his fees from the
Corporation and other investment companies of the Seligman Group of Funds
from 1993 to 2002, had a balance as of December 31, 2005 of $247,499 in
respect of the Corporation in his deferred plan account, net of
earnings/losses. This amount was paid to Mr. Whitson in January 2006.
No compensation is paid by the Corporation to Directors or officers of the
Corporation who are employees or officers of the Manager.
Under the Corporation's Bylaws, as described above, nominees receiving the
affirmative vote of a plurality of the votes cast at the Meeting will be
elected as Directors.
Each individual who has been nominated by the Board of Directors of the
Corporation for election at this Meeting was previously elected by the
Stockholders of the Corporation and is currently serving as a Director.
Generally, under Maryland law, if directors are not elected at a meeting of
Stockholders, the incumbent directors continue to manage the business and
affairs of the Corporation until their successors are elected and qualify, or
until their earlier death, resignation or removal. Accordingly, as required by
Maryland law, general Galvin, Mr. Morris and Ambassador Shafer have continued
to serve as Directors. If Directors are not elected at the Meeting, the
incumbent Directors, or other individuals recommended by the Director
Nominating Committee, will be nominated for election at the Corporation's next
meeting of Stockholders at which Directors are elected. Maryland law further
provides that any Stockholder entitled to vote in the election of directors of
a corporation may petition a court of equity to dissolve the corporation on
grounds that the Stockholders are so divided that they have failed, for a
period which includes at least two consecutive annual meeting dates, to elect
successors to directors whose terms would have expired on the election and
qualification of their successors. The court may or may not grant such a
petition and the Corporation is not aware of this provision
11
being invoked in the case of a public company. At its meeting on June 26, 2006,
the Board of Directors determined as a matter of good corporate governance to
provide the Stockholders with the opportunity to elect directors without
waiting until the 2007 Annual Meeting of Stockholders. Accordingly, the Board
amended the Corporation's Bylaws to provide that, while the election of
Directors at an Annual Meeting of Stockholders will continue to require the
affirmative vote of the holders of a majority of the votes entitled to be cast,
the vote required to elect Directors at the Meeting is a plurality of the votes
cast.
Because a plurality of the votes cast at the Meeting is sufficient to elect
a Director, if a quorum is present at the Meeting, Directors will be elected at
the Meeting.
Your Board of Directors Unanimously Recommends that You Vote FOR the Election of
Each of the Nominees to Serve as Director of the Corporation.
Information About the Company's Independent Public Accountants
The Audit Committee of the Board of Directors has appointed, and the Board
of Directors, including a majority of those members who are not "interested
persons" of the Corporation (as defined in the 1940 Act), has selected
Deloitte & Touche LLP as auditors of the Corporation for 2006. Stockholders of
the Corporation ratified the appointment and selection of Deloitte & Touche LLP
as auditors of the Corporation for 2006 at the Corporation's Annual Meeting of
Stockholders on May 4, 2006.
No representative of Deloitte & Touche LLP is expected to be present at the
Meeting. However, if any representative of Deloitte & Touche LLP does attend
the meeting, he or she will have the opportunity to make a statement and
respond to appropriate questions.
Deloitte & Touche LLP, in accordance with Independence Standards Board
Standard No. 1, has confirmed to the Audit Committee that they are independent
auditors with respect to the Corporation. Deloitte & Touche LLP has audited the
annual financial statements of the Corporation and provided tax and other
non-audit services to the Corporation. Deloitte & Touche LLP has also rendered
non-audit services to the Manager, Seligman Advisors, Inc., an affiliate of the
Manager, and SDC, which is partially owned by the Corporation (together, the
"Affiliated Service Providers").
In making its recommendation, the Audit Committee considered whether the
provision by the independent auditors to the Corporation of non-audit services
to the Corporation or of professional services to the Affiliated Service
Providers is compatible with maintaining the auditors' independence and has
discussed the auditors' independence with them.
Principal Accountant Fees and Services
Aggregate fees billed to the Corporation for the last two fiscal years for
professional services rendered by Deloitte & Touche LLP were as follows:
2005 2004
------- -------
AUDIT FEES........................................ $61,980 $59,097
12
AUDIT-RELATED FEES................................ -- --
TAX FEES.......................................... 2,350 2,200
ALL OTHER FEES.................................... -- 1,931
Audit fees include amounts related to the audit of the Corporation's annual
financial statements and services normally provided by Deloitte & Touche LLP in
connection with statutory and regulatory filings. Tax fees include amounts
related to tax compliance, tax planning, and tax advice. Other fees include the
Corporation's pro-rata share of amounts for services related to the assessment
of procedures for compliance with anti-money laundering regulations by the
Corporation and certain other investment companies advised by the Manager.
Aggregate fees billed by Deloitte & Touche LLP for the last two fiscal years
for non-audit services provided to the Affiliated Service Providers that
provide ongoing services to the Corporation, where the engagement related
directly to the operations and financial reporting of the Corporation, were as
follows:
2005 2004
------- -------
AUDIT-RELATED FEES................................ $80,560 $76,630
TAX FEES.......................................... 8,000 13,703
ALL OTHER FEES.................................... -- 43,000
Audit-related fees include amounts for attestation services for SDC. Tax
fees include amounts related to tax compliance, tax planning, and tax advice
for, and an evaluation of, certain tax reporting procedures of SDC. Other fees
relates to electronic communication processing services performed on behalf of
outside counsel of the Manager.
The Audit Committee is required to preapprove audit and non-audit services
performed for the Corporation by Deloitte & Touche LLP. The Audit Committee
also is required to preapprove certain non-audit services performed for the
Affiliated Service Providers that provide services directly related to the
operations and financial reporting of the Corporation. The Audit Committee has
delegated preapproval authority to Mr. James N. Whitson, the Audit Committee's
Chairman. Mr. Whitson will report any preapproval decisions to the Audit
Committee at its next scheduled meeting. Notwithstanding the foregoing, under
certain circumstances, preapproval of non-audit services of a de minimis amount
is not required.
The aggregate fees billed for the most recent fiscal year and the preceding
fiscal year by Deloitte & Touche LLP for non-audit services rendered to the
Corporation and the Affiliated Service Providers that provided ongoing services
to the Corporation were $90,910 and $137,464, respectively. All non-audit
services discussed above were preapproved by the Audit Committee, who
considered whether these services were compatible with maintaining Deloitte &
Touche LLP's independence.
B. Charter Amendment
(Proposal 2)
Under Maryland law, the quorum requirement at a meeting of Stockholders of
the Corporation is the presence in person or by proxy of Stockholders entitled
to cast a majority of
13
all of the votes entitled to be cast at the meeting. The Board of Directors of
the Corporation has declared advisable and recommended that Stockholders
approve an amendment to the Corporation's Charter to provide that the presence
in person or by proxy of Stockholders entitled to cast one-third (1/3) of all
of the votes entitled to be cast at a meeting of Stockholders constitutes a
quorum and, with respect to any matter that, under applicable statutes or
regulatory requirements or the Corporation's Charter, requires approval by a
separate vote of one or more classes of stock, the presence in person or by
proxy of the holders of shares entitled to cast one-third (1/3) of the votes
entitled to be cast by such class on such matter constitutes a quorum, unless a
higher percentage is specified in the Bylaws of the Corporation.
The Charter amendment will permit the Board to change the quorum requirement
for meetings of Stockholders by amending the Bylaws, as long as the Bylaws
provide that quorum at a meeting of Stockholders is not less than one-third
(1/3) of all of the votes entitled to be cast. If Stockholders approve the
proposed amendment to the Charter, the Board currently intends to amend the
Corporation's Bylaws to provide that the presence in person or by proxy of
Stockholders entitled to cast one-third (1/3) of all of the votes entitled to
be cast at a meeting of Stockholders constitutes a quorum.
The Corporation is aware of several recent instances where dissident
Stockholders of other closed-end funds solicited proxies for a meeting of
Stockholders and then, because they did not have the votes required to win a
vote, declined to appear at the meeting, thus depriving the funds of the
necessary quorum to conduct business. Your Board believes that such conduct is
inconsistent good corporate governance and contrary to the best interests of
the Corporation. While the proposed Charter amendment would not prevent such
actions, it would increase the number of votes that dissidents would be
required to control in order for such tactics to be successful.
In addition, the Report of the New York Stock Exchange Proxy Working Group
recommended changes to Exchange rules that currently permit brokers in certain
circumstances to vote shares beneficially owned by their clients in certain
circumstances may be changed in a way that would make it significantly more
difficult and expensive for the Corporation and other companies to obtain a
quorum for the consideration of routine matters. The recommended change in the
quorum requirement would help the Corporation to more easily and economically
ensure a quorum at future meetings of Stockholders.
As a result of the reduced quorum requirement, a smaller number of
Stockholders may constitute a validly convened meeting and may be able to take
action at such a meeting on behalf of all Stockholders. Reducing the quorum
requirement will not affect provisions of Maryland law, the 1940 Act or the
Corporation's Charter or Bylaws that require a higher percentage of
Stockholders to vote on certain non-routine matters, such as Charter
amendments, approval of an investment advisory agreement, the change of a
fundamental investment policy, or the election of Directors at meetings other
than the Meeting.
If approved by the Stockholders, Article EIGHTH of the Corporation's Charter
will be amended by adding a new Paragraph 17, to read as follows:
14
17. Quorum. Unless a greater percentage is specified in the Bylaws of
the Corporation, the presence in person or by proxy of the holders of shares of
stock of the Corporation entitled to cast one-third (1/3) of the votes entitled
to be cast (without regard to class) shall constitute a quorum at any meeting
of the stockholders of the Corporation, except with respect to any such matter
that, under applicable statutes or regulatory requirements or the Charter of
the Corporation, requires approval by a separate vote of one or more classes of
stock, in which case, unless a greater percentage is specified in the Bylaws of
the Corporation, the presence in person or by proxy of the holders of shares
entitled to cast one-third (1/3) of the votes entitled to be cast by each such
class on such matter shall constitute a quorum.
Under Maryland law, to become effective, Proposal 2 must be approved by
affirmative vote of a majority of all votes entitled to be cast on the proposal.
Your Board of Directors Unanimously Recommends that the
Stockholders Vote FOR Proposal 2.
_____________________________________
The Corporation knows of no other matters which are to be brought before the
Meeting. However, if any other matters come before the Meeting, it is intended
that the persons named in the enclosed form of proxy, or their substitutes,
will vote in accordance with their discretion on such matters.
C. Notice of Stockholder Proposals
Notice is hereby given that, under the Securities and Exchange Commission's
Rule 14a-8 (relating to shareholder proposals), any Stockholder proposal that
may properly be included in the Proxy solicitation material for the next Annual
Meeting of Stockholders must be received by the Corporation no later than
October 17, 2006. Timely notice of Stockholder proposals submitted outside of
the Rule 14a-8 process must be received by the Corporation no earlier than
September 17, 2006 and no later than 5:00 P.M., Eastern Time, October 17, 2006,
to be eligible for presentation at the 2007 Annual Meeting of Stockholders. The
Corporation's Bylaws require that certain information must be provided by the
Stockholder to the Corporation when notice of a nominee or proposal is
submitted to the Corporation.
D. Expenses
The Corporation will bear the cost of soliciting proxies. In addition to the
use of the mails, proxies may be solicited personally or via facsimile,
telephone or the Internet by Directors, officers and employees of the
Corporation, the Manager, Seligman Advisors, Inc., Seligman Services, Inc. and
SDC, and the Corporation may reimburse persons holding shares in their names or
names of their nominees for their expenses in sending solicitation material to
their beneficial owners. The Corporation has engaged Georgeson Shareholder
Communications, Inc., 17 State St., New York, NY 10004 to assist in soliciting
proxies for a fee of up to $[.] plus expenses. Georgeson will employ up to
approximately [50] people to solicit proxies from Stockholders. The Corporation
estimates that, in light of the expected dissident solicitation, the
15
Corporation's expenses related to the solicitation of Stockholders, including
fees for attorneys, proxy solicitors, advertising, printing, transportation and
other related expenses, are expected to aggregate approximately $[.],
approximately $[.] of which has been spent to date. These amounts do not
include costs that are normally expended for a solicitation for an election of
Directors in the absence of a contest.
Appendix 2 sets forth certain information relating to the Directors and
certain officers of the Corporation who will be soliciting proxies on the
Corporation's behalf.
By order of the Board of Directors,
/s/ Frank J. Nasta
-----------------------------
Secretary
-----------------
It is important that your shares be voted promptly. All Stockholders,
including those who expect to attend the Meeting, are urged to authorize a
proxy as soon as possible by accessing the Internet site listed on the enclosed
White Proxy Card, by calling the toll-free number listed on the enclosed White
Proxy Card, or by mailing the enclosed White Proxy Card in the enclosed return
envelope, which requires no postage if mailed in the United States. Only
directors, officers, employees and agents of the Company and Stockholders and
their duly authorized proxies are entitled to attend the Meeting. To be
admitted to the Meeting you will need to present proof of ownership of
Tri-Continental Corporation stock, or if your shares are held in "street name,"
a proxy from a street name holder.
16
APPENDIX 1
TRI-CONTINENTAL CORPORATION
(the "Fund")
AUDIT COMMITTEE REPORT
The Audit Committee operates pursuant to a written charter that was last
amended by the Fund's Board of Directors on March 17, 2005. The purposes of the
Audit Committee are 1) to assist the Board of Directors in its oversight of
(i) the integrity of the Fund's financial statements; (ii) the Fund's
compliance with legal and regulatory requirements; and (iii) the independent
auditors' independence, qualifications and performance; and 2) to prepare this
report. Management of the Fund is responsible for the preparation, presentation
and integrity of the Fund's financial statements, the Fund's accounting and
financial reporting principles and internal controls and procedures designed to
assure compliance with accounting standards and applicable laws and
regulations. The independent auditors are responsible for auditing the Fund's
financial statements and expressing an opinion as to their conformity with
generally accepted accounting principles.
In the performance of its oversight function, the Audit Committee has
considered and discussed the audited financial statements with management and
the independent auditors of the Fund. The Audit Committee has also discussed
with the independent auditors the matters required to be discussed by Statement
on Auditing Standards No. 61, Communication with Audit Committees, as currently
in effect. The Audit Committee has also considered whether the provision of any
non-audit services not pre-approved by the Audit Committee provided by the
Fund's independent auditors to the Adviser or Manager and to any entity
controlling, controlled by or under common control with the Adviser or Manager
that provides ongoing services to the Fund is compatible with maintaining the
auditors' independence. Finally, the Audit Committee has received the written
disclosures and the letter from the independent auditors required by
Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees, as currently in effect, and has discussed with the auditors
the auditors' independence.
The members of the Audit Committee are not full-time employees of the Fund
and are not performing the functions of auditors or accountants. As such, it is
not the duty or responsibility of the Audit Committee or its members to conduct
"field work" or other types of auditing or accounting reviews or procedures or
to set auditor independence standards. Members of the Audit Committee
necessarily rely on the information provided to them by management and the
independent auditors. Accordingly, the Audit Committee's considerations and
discussions referred to above do not assure that the audit of the Fund's
financial statements has been carried out in accordance with generally accepted
auditing standards, that the financial statements are presented in accordance
with generally accepted accounting principles or that the Fund's auditors are
in fact "independent."
Based upon the reports and discussions described in this report, and subject
to the limitations on the role and responsibilities of the Audit Committee
referred to above, the Audit Committee recommended to the Board of Directors of
the Fund that the audited financial
statements of the Fund be included in the Fund's annual report to Stockholders
for the most recent fiscal period.
SUBMITTED BY THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
John R. Galvin
Betsy S. Michel
Leroy C. Richie
James N. Whitson
As approved on February 1, 2006.
1-2
APPENDIX 2
Security Ownership and Transactions of Directors and Certain Officers
The following table sets forth, with respect to the Directors of the
Corporation and certain officers of the Corporation who will be soliciting
proxies on the Corporation's behalf, such person's (a) ownership of the
Corporation's shares as of [.], 2006, and (b) purchases and sales of the
Corporation's shares during 2004, 2005 and through [.], 2006. All shares are of
the Corporation's Common Stock. All holdings represent less than 1% of the
shares of the Corporation's Common Stock. The address of each individual is 100
Park Avenue, New York, New York 10017.
Directors of the Corporation
Number of Shares Date of Purchase (P) or Sale (S) of
Name of Director Owned Shares/Number of Shares
---------------- ---------------- -----------------------------------
John R. Galvin 1,169.3160 03/25/2004, (P) 2.653 shares*
06/21/2004, (P) 2.712 shares*
09/23/2004, (P) 2.728 shares*
12/13/2004, (P) 7.028 shares*
03/24/2005, (P) 3.207 shares*
06/20/2005, (P) 3.855 shares*
09/27/2005, (P) 3.775 shares*
12/13/2005, (P) 4.332 shares*
03/21/2006, (P) 4.0850 shares*
Number of Shares Date of Purchase (P) or Sale (S) of
Name of Director Owned Shares/Number of Shares
---------------- ---------------- -----------------------------------
Alice S. Ilchman 7,415.564 01/07/2004, (P) 29.749 shares
03/25/2004, (P) 16.372 shares*
06/21/2004, (P) 16.732 shares*
08/11/2004, (P) 62.492 shares
09/23/2004, (P) 16.982 shares*
12/01/2004, (P) 55.679 shares
12/13/2004, (P) 44.094 shares*
03/24/2005, (P) 20.121 shares*
06/20/2005, (P) 24.186 shares*
07/27/2005, (P) 54.142 shares
08/16/2005, (S) 31 shares
09/27/2005, (P) 23.761 shares*
10/19/2005, (P) 55.617 shares
12/13/2005, (P) 27.471 shares*
03/21/2006, (P) 25.903 shares*
Betsy S. Michel. 2,273.7420 03/25/2004, (P) 5.16 shares*
06/21/2004, (P) 5.273 shares*
09/23/2004, (P) 5.304 shares*
12/13/2004, (P) 13.666 shares*
03/24/2005, (P) 6.236 shares*
06/20/2005, (P) 7.496 shares*
09/27/2005, (P) 7.341 shares*
12/13/2005, (P) 8.423 shares*
03/21/2006, (P) 7.9420 shares*
2-2
Number of Shares Date of Purchase (P) or Sale (S) of
Name of Director Owned Shares/Number of Shares
---------------- ---------------- -----------------------------------
Frank A. McPherson 56,222.2450 03/25/2004, (P) 119.801 shares*
04/28/2004, (P) 4,395.848 shares
06/21/2004, (P) 132.922 shares*
09/23/2004, (P) 133.716 shares*
12/08/2004, (S) 1,121.705 shares
12/13/2004, (P) 344.495 shares*
03/24/2005, (P) 154.071 shares*
05/04/2005, (P) 2,771.493 shares
06/20/2005, (P) 194.459 shares*
09/27/2005, (P) 193.925 shares*
12/13/2005, (P) 222.509 shares*
12/21/2005, (S) 1,133.477 shares
12/22/2005, (S) 2,695.418 shares
03/21/06, (P) 196.385 shares*
William C. Morris 117,800.375 03/25/2004, (P) 242.203 shares*
06/21/2004, (P) 247.543 shares*
09/23/2004, (P) 249.023 shares*
12/13/2004, (P) 641.562 shares*
12/22/04, (P) 2200.22 shares
03/24/2005, (P) 298.892 shares*
06/20/2005, (P) 359.271 shares*
09/27/2005, (P) 351.847 shares*
12/13/2005, (P) 403.706 shares*
12/15/2005, (P) 1600.854 shares
03/21/2006, (P) 411.479 shares*
Leroy C. Richie 1,000 N/A
Robert L. Shafer 3,066 N/A
2-3
Number of Shares Date of Purchase (P) or Sale (S) of
Name of Director Owned Shares/Number of Shares
---------------- ---------------- -----------------------------------
James. N. Whitson 33,948.6430 03/25/2004, (P) 77.032 shares*
06/21/2004, (P) 78.731 shares*
09/23/2004, (P) 79.202 shares*
12/13/2004, (P) 204.048 shares*
03/24/2005, (P) 93.111 shares*
06/20/2005, (P) 111.92 shares*
09/27/2005, (P) 109.607 shares*
12/13/2005, (P) 125.762 shares*
03/21/06, (P) 118.584 shares*
Brian T. Zino 44,955.7934 03/25/2004, (P) 102.0085 shares*
06/21/2004, (P) 104.2571 shares*
09/23/2004, (P) 104.8827 shares*
12/13/2004, (P) 270.2074 shares*
03/24/2005, (P) 124.103 shares*
06/20/2005, (P) 147.091 shares*
09/27/2005, (P) 146.402 shares*
12/13/2005, (P) 166.813 shares*
03/21/2006 (P) 155.593 shares*
--------
* Dividend reinvestment.
2-4
Certain Officers of the Corporation
Number of Shares Date of Purchase (P) or Sale (S) of
Name and Title Owned Shares/Number of Shares
-------------- ---------------- -----------------------------------
John B. Cunningham 2,500
Vice President and
Portfolio Manager
Michael F. McGarry 1,245.2990 01/12/2005, (P) 2.682 shares
Vice President and
Co-Portfolio 01/26/2005, (P) 2.755 shares
Manager
02/09/2005, (P) 2.706 shares
02/23/2005, (P) 2.715 shares
03/09/2005, (P) 2.66 shares
03/23/2005, (P) 2.75 shares
03/24/2005, (P) 3.4464 shares*
04/06/2005, (P) 2.7 shares
06/20/2005, (P) 4.043 shares*
09/27/2005, (P) 4.092 shares*
12/13/2005, (P) 4.629 shares*
03/21/2006, (P) 4.2690 shares*
2-5
Number of Shares Date of Purchase (P) or Sale (S) of
Name and Title Owned Shares/Number of Shares
-------------- ---------------- -----------------------------------
Charles W. Kadlec 7,567.1234 03/25/2004, (P) 11.0305 shares*
Vice President
03/26/2004, (P) 6.194 shares*
06/21/2004, (P) 11.2734 shares*
06/22/2004, (P) 6.3697 shares*
09/23/2004, (P) 11.3421 shares*
09/24/2004, (P) 6.3622 shares*
12/13/2004, (P) 29.2194 shares*
12/14/2004, (P) 16.165 shares*
03/24/2005, (P) 13.49 shares*
03/28/2005, (P) 7.5345 shares*
06/20/2005, (P) 15.806 shares*
06/21/2005, (P) 8.793 shares*
09/27/2005, (P) 15.943 shares*
09/28/2005, (P) 8.8226 shares*
12/13/2005, (P) 18.063 shares*
12/14/2005, (P) 10.0562 shares*
03/21/2006, (P) 16.698 shares *
03/22/2006, (P) 9.3441 shares*
2-6
Number of Shares Date of Purchase (P) or Sale (S) of
Name and Title Owned Shares/Number of Shares
-------------- ---------------- -----------------------------------
Frank J. Nasta 1,036.8924 03/25/2004, (P) 3.032 shares*
Secretary
06/21/2004, (P) 3.0987 shares*
09/23/2004, (P) 3.1169 shares*
12/13/2004, (P) 8.0302 shares*
03/24/2005, (P) 3.704 shares*
06/20/2005, (P) 4.349 shares*
09/27/2005, (P) 4.376 shares*
11/2/2005, (P) 1.334 shares
11/2/2005, (S) 298.366 shares
12/13/2005, (P) 3.852 shares*
03/21/2006, (P) 3.57 shares*
2-7
Number of Shares Date of Purchase (P) or Sale (S) of
Name and Title Owned Shares/Number of Shares
-------------- ---------------- -----------------------------------
Marco Acosta 2,636.803 03/24/2004, (P) 59.9161 shares
Assistant Vice
President 06/21/2004, (P) 0.1431 shares*
09/23/2004, (P) 0.1442 shares*
12/13/2004, (P) 0.37 shares*
03/25/2005, (P) 0.687 shares
03/24/2005, (P) 0.171 shares*
04/06/2005, (P) 0.675 shares
04/20/2005, (P) 0.706 shares
05/04/2005, (P) 0.687 shares
05/18/2005, (P) 0.680 shares
06/01/2005, (P) 0.669 shares
06/15/2005, (P) 0.675 shares
06/20/2005, (P) 0.217 shares*
06/29/2005, (P) 0.676 shares
07/13/2005, (P) 0.665 shares
07/27/2005, (P) 0.657 shares
08/10/2005, (P) 0.656 shares
08/24/2005, (P) 0.662 shares
09/07/2005, (P) 0.659 shares
09/21/2005, (P) 0.671 shares
09/27/2005, (P) 0.235 shares*
10/05/2005, (P) 0.674 shares
10/19/2005, (P) 0.675 shares
11/02/2005, (P) 0.666 shares
11/16/2005, (P) 0.657 shares
11/30/2005, (P) 0.651 shares
12/13/2005, (P) 0.277 shares*
12/14/2005, (P) 0.645 shares
12/28/2005, (P) 0.647 shares
01/11/2006, (P) 0.619 shares
01/25/2006, (P) 0.642 shares
02/08/2006, (P) 2,470.585 shares
02/22/2006, (P) 13.977 shares
03/08/2006, (P) 13.929 shares
03/21/2006, (P) 8.861 shares*
03/22/2006, (P) 13.69 shares
04/05/2006, (P) 13.497 shares
04/19/2006, (P) 13.548 shares
05/03/2006, (P) 2.032 shares
05/17/2006, (P) 3.088 shares
05/31/2006, (P) 3.12 shares
--------
* Dividend reinvestment
2-8
[GRAPHIC APPEARS HERE]
[GRAPHIC APPEARS HERE] Notice of Special Meeting
of Stockholders
Managed by and
Proxy Statement
[LOGO] J. & W. SELIGMAN & CO.
J. & W. SELIGMAN & CO.
INCORPORATED
INVESTMENT MANAGERS AND ADVISORS
ESTABLISHED 1864 ----------------------------------------------------------------
100 Park Avenue, New York, NY 10017 Time: September [.], 2006
[.] A.M.
----------------------------------------------------------------
Place: Offices of Venable LLP
2 Hopkins Plaza
Baltimore, Maryland 21202
Please authorize your proxy by telephone, by the Internet, or by
mailing the enclosed White Proxy Card in the enclosed return
envelope which requires no postage if mailed in the United
States.
[LOGO]
----------------------------------------------------------------
YOUR VOTE IS IMPORTANT
Please mark, date, sign and mail your proxy card in the
envelope provided as soon as possible.
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
--------------------------------------------------------------------------------
PROXY
TRI-CONTINENTAL CORPORATION
PREFERRED STOCK
100 Park Avenue, New York, NY 10017
The undersigned Stockholder of Tri-Continental Corporation, a Maryland
corporation, acknowledges receipt of the Notice of Meeting and Proxy Statement
for the Special Meeting of Stockholders of TRI-CONTINENTAL CORPORATION, to be
held at [.] A.M. on September [.], 2006, at the offices of Venable LLP, 2
Hopkins Plaza, Baltimore, Maryland 21202 (the "Special Meeting"), and hereby
appoints WILLIAM C. MORRIS, FRANK J. NASTA and PAUL B. GOUCHER (or any of them)
as proxies for the undersigned, with full power of substitution in each of
them, to attend the Special Meeting (and any adjournments or postponements
thereof) and to cast on behalf of the undersigned all the votes the undersigned
is entitled to cast at the Meeting and otherwise to represent the undersigned
at the Special Meeting with all the powers possessed by the undersigned if
personally present at the Special Meeting. The undersigned hereby revokes any
proxy previously given with respect to the Special Meeting.
The votes entitled to be cast by the undersigned will be cast as instructed
below. If this Proxy is executed but no instruction is given, the votes
entitled to be cast by the undersigned will be cast FOR each of the nominees of
the Board of Directors for election as director and FOR Proposal 2. The votes
entitled to be cast by the undersigned will be cast in the discretion of the
proxy holder on any other matter that may properly come before the Special
Meeting (and any adjournment or postponement thereof), including, but not
limited to, proposing and/or voting on adjournment or postponement of the
Special Meeting with respect to one or more matters, including, but not limited
to, in the event that sufficient votes in favor of any Board proposal or
nominee for election as a Director are not received. SOLICITATION OF THIS PROXY
IS MADE ON BEHALF OF THE BOARD OF DIRECTORS. YOUR VOTE IS IMPORTANT. Complete,
sign on reverse side and return this card as soon as possible. Mark each vote
with an X in the box.
(Continued and to be signed on the reverse side)
THERE ARE THREE WAYS TO AUTHORIZE THE PROXIES
TO CAST YOUR VOTES
TELEPHONE INTERNET MAIL
--------- --------------------------------------- ---------------------------------------
This method is available for residents of Visit the Internet website at http:// Simply mark, sign and date your proxy
the U.S. and Canada. On a touch tone proxy.georgeson.com. Enter the card and return it in the postage-paid
telephone, call TOLL FREE [.], 24 hours COMPANY NUMBER and CONTROL envelope. If you are using telephone or
a day, 7 days a week. You will be asked NUMBER shown below and follow the the Internet, please do not mail your
to enter ONLY the CONTROL instructions on your screen. You will proxy card.
NUMBER shown below. Have your incur only your usual Internet charges.
instruction card ready, then follow the Available until 12:00 midnight New York
prerecorded instructions. Your City time on September [.], 2006.
instructions will be confirmed and votes
cast as you direct. Available until 12:00
midnight New York City time on
September [.], 2006.
This method may also be available by
telephone through the Corporation's
proxy solicitor.
--------------- --------------
COMPANY NUMBER CONTROL NUMBER
--------------- --------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The Board of Directors recommends that you vote FOR all nominees and FOR
Proposal 2, as more fully described in the accompanying Proxy Statement.
1. The election of three Directors, each to hold office until the 2009 Annual Meeting of FOR WITHHOLD
Stockholders and until their successors are elected and qualify.
all nominees all nominees
NOMINEES: John R. Galvin, William C. [ ] [ ]
Morris, and Robert L. Shafer
Instruction: To withhold authority to vote for one or more individual nominees,
write the name(s) of such nominee(s) below:
_______________________________
2. To approve an amendment to the Corporation's charter to provide that the presence in FOR AGAINST ABSTAIN
person or by proxy of Stockholders entitled to cast one-third (1/3) of all of the votes [ ] [ ] [ ]
entitled to be cast at the meeting constitutes a quorum, unless a higher percentage is
specified in the Bylaws of the Corporation, all as more fully described in the
accompanying Proxy Statement.
3. To vote and otherwise represent the undersigned on any other matter that
may properly come before the meeting or any adjournment or postponement
thereof, including but not limited to, proposing and/or voting on postponement
or adjournment of the Special Meeting, including, but not limited to, in the
event that sufficient votes in favor of any Board proposal or nominee for
election as director are not received, in the discretion of the proxy holder.
DATED: ________________, 2006
-------------------------------
Signature
-------------------------------
Additional Signature (if held
jointly)
Please sign exactly as your name(s) appear(s) on this proxy. When shares are
held jointly, each holder should sign. When signing in a representative
capacity, please give title.
YOUR VOTE IS IMPORTANT
Please mark, date, sign and mail your proxy card in the
envelope provided as soon as possible.
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
--------------------------------------------------------------------------------
PROXY
TRI-CONTINENTAL CORPORATION
COMMON STOCK
100 Park Avenue, New York, NY 10017
The undersigned Stockholder of Tri-Continental Corporation, a Maryland
corporation, acknowledges receipt of the Notice of Meeting and Proxy Statement
for the Special Meeting of Stockholders of TRI-CONTINENTAL CORPORATION, to be
held at [.] A.M. on September [.], 2006, at the offices of Venable LLP, 2
Hopkins Plaza, Baltimore, Maryland 21202 (the "Special Meeting"), and hereby
appoints WILLIAM C. MORRIS, FRANK J. NASTA and PAUL B. GOUCHER (or any of them)
as proxies for the undersigned, with full power of substitution in each of
them, to attend the Special Meeting (and any adjournments or postponements
thereof) and to cast on behalf of the undersigned all the votes the undersigned
is entitled to cast at the Meeting and otherwise to represent the undersigned
at the Special Meeting with all the powers possessed by the undersigned if
personally present at the Special Meeting. The undersigned hereby revokes any
proxy previously given with respect to the Special Meeting.
The votes entitled to be cast by the undersigned will be cast as instructed
below. If this Proxy is executed but no instruction is given, the votes
entitled to be cast by the undersigned will be cast FOR each of the nominees of
the Board of Directors for election as director and FOR Proposal 2. The votes
entitled to be cast by the undersigned will be cast in the discretion of the
proxy holder on any other matter that may properly come before the Special
Meeting (and any adjournment or postponement thereof), including, but not
limited to, proposing and/or voting on adjournment or postponement of the
Special Meeting with respect to one or more matters, including, but not limited
to, in the event that sufficient votes in favor of any Board proposal are not
received. THE SOLICITATION OF THIS PROXY IS MADE ON BEHALF OF THE BOARD OF
DIRECTORS. YOUR VOTE IS IMPORTANT. Complete, sign on reverse side and return
this card as soon as possible. Mark each vote with an X in the box.
(Continued and to be signed on the reverse side)
THERE ARE THREE WAYS TO AUTHORIZE THE PROXIES
TO CAST YOUR VOTES
TELEPHONE INTERNET MAIL
--------- --------------------------------------- ---------------------------------------
This method is available for residents of Visit the Internet website at http:// Simply mark, sign and date your proxy
the U.S. and Canada. On a touch tone proxy.georgeson.com. Enter the card and return it in the postage-paid
telephone, call TOLL FREE [.], 24 hours COMPANY NUMBER and CONTROL envelope. If you are using telephone or
a day, 7 days a week. You will be asked NUMBER shown below and follow the the Internet, please do not mail your
to enter ONLY the CONTROL instructions on your screen. You will proxy card.
NUMBER shown below. Have your incur only your usual Internet charges.
instruction card ready, then follow the Available until 12:00 midnight New York
prerecorded instructions. Your City time on September [.], 2006.
instructions will be confirmed and votes
cast as you direct. Available until 12:00
midnight New York City time on
September [.], 2006.
This method may also be available by
telephone through the Corporation's
proxy solicitor.
--------------- --------------
COMPANY NUMBER CONTROL NUMBER
--------------- --------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The Board of Directors recommends that you vote FOR all nominees and FOR
Proposal 2, as more fully described in the accompanying Proxy Statement.
1. The election of three Directors, each to hold office until the 2009 Annual Meeting of FOR WITHHOLD
Stockholders and until their successors are elected and qualify.
all nominees all nominees
NOMINEES: John R. Galvin, William C. [ ] [ ]
Morris, and Robert L. Shafer
Instruction: To withhold authority to vote for one or more individual nominees,
write the name(s) of such nominee(s) below:
_______________________________
2. To approve an amendment to the Corporation's charter to provide that the presence in FOR AGAINST ABSTAIN
person or by proxy of Stockholders entitled to cast one-third (1/3) of all of the votes [ ] [ ] [ ]
entitled to be cast at the meeting constitutes a quorum, unless a higher percentage is
specified in the Bylaws of the Corporation, all as more fully described in the
accompanying Proxy Statement.
3. To vote and otherwise represent the undersigned on any other matter that
may properly come before the meeting or any adjournment or postponement
thereof, including but not limited to, proposing and/or voting on postponement
or adjournment of the Special Meeting, including, but not limited to, in the
event that sufficient votes in favor of any Board proposal or nominee for
election as director are not received, in the discretion of the proxy holder.
DATED: ________________, 2006
-------------------------------
Signature
-------------------------------
Additional Signature (if held
jointly)
Please sign exactly as your name(s) appear(s) on this proxy. When shares are
held jointly, each holder should sign. When signing in a representative
capacity, please give title.