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: /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 Under Rule 14a-12 TRI-CONTINENTAL CORPORATION - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) WESTERN INVESTMENT HEDGED PARTNERS L.P. WESTERN INVESTMENT LLC WESTERN INVESTMENT ACTIVISM PARTNERS LLC WESTERN INVESTMENT TOTAL RETURN MASTER FUND LTD. BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C. BENCHMARK PLUS PARTNERS, L.L.C. BENCHMARK PLUS MANAGEMENT, L.L.C. PARADIGM PARTNERS, N.W., INC. ARTHUR D. LIPSON SCOTT FRANZBLAU ROBERT FERGUSON MICHAEL DUNMIRE PAUL DEROSA DAVID B. FORD ELYSE NAKAJIMA - -------------------------------------------------------------------------------- (Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)Payment of Filing Fee (Check the appropriate box): /X/ No fee required. / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- (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): - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- (5) Total fee paid: - -------------------------------------------------------------------------------- / / 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. (1) Amount previously paid - -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No: - -------------------------------------------------------------------------------- (3) Filing Party: - -------------------------------------------------------------------------------- (4) Date Filed: - -------------------------------------------------------------------------------- PRELIMINARY COPY SUBJECT TO COMPLETION DATED AUGUST 11, 2006 WESTERN INVESTMENT HEDGED PARTNERS L.P. August __, 2006 Dear Fellow Stockholder: Western Investment Hedged Partners L.P. ("Western Investment") together with our fellow participants in this solicitation is the largest investor in Tri-Continental Corporation ("Tri-Continental" or the "Company"). We made our initial investment in Tri-Continental in 1999, and over time have increased the amount of our investment. We write to you regarding the special meeting of stockholders scheduled to be held at the offices of Venable LLP, 2 Hopkins Plaza, 18th Floor, Baltimore, Maryland 21202, on September 28, 2006 at 9:30 a.m. Western Investment does not believe that the current board of directors of the Company is acting in your best interests. Western Investment is therefore seeking your support at the special meeting of stockholders for the following purposes: 1. To elect Western Investment's slate of nominees to the Tri-Continental Board, each to hold office until the 2009 annual meeting of the Company's stockholders and until their successors are elected and qualify; 2. To oppose the Company's proposal to approve an amendment to the Company'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 Company; and 3. To transact such other business as may properly come before the special meeting or any adjournment or postponement thereof. Western Investment urges you to carefully consider the information contained in the attached proxy statement and then support its efforts by voting your shares today by telephone or via the Internet as detailed in the enclosed GOLD proxy card, or by signing, dating and returning today the enclosed GOLD proxy card in the postage paid envelope provided. The attached proxy statement and GOLD proxy card are first being furnished to the stockholders on or about August [__], 2006. If you have already sent a proxy card furnished by Tri-Continental management to Tri-Continental, you have every right to change your vote by signing, dating and returning the enclosed GOLD proxy card or by following the instructions for telephone or internet voting detailed thereon. Only your latest dated proxy card counts! If you have any questions or require assistance voting your shares, please contact Innisfree M&A Incorporated, which is assisting us, at their address and toll-free number listed on the following page. Thank you for your support, /s/ Arthur D. Lipson Arthur D. Lipson Western Investment Hedged Partners L.P. - -------------------------------------------------------------------------------- If you have any questions or need assistance voting your shares, please call: Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, NY 10022 Stockholders Call Toll-Free at: (877) 456-3510 Banks and Brokers Call Collect at: (212) 750-5833 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PLEASE BE ADVISED: o TRI-CONTINENTAL'S STOCK HAS UNDERPERFORMED THE MARKET ON A LONG-TERM BASIS (page 6) o TRI-CONTINENTAL'S NAV DISCOUNT IS UNACCEPTABLE (page 10) o ALL OF THE CURRENT MEMBERS OF THE TRI-CONTINENTAL BOARD ARE A DIRECTOR OR TRUSTEE OF AT LEAST 23 REGISTERED INVESTMENT COMPANIES MANAGED BY SELIGMAN, TRI-CONTINENTAL'S MANAGER (page 11) o ONGOING INQUIRY OF SELIGMAN BY THE OFFICE OF THE NEW YORK ATTORNEY GENERAL, WHICH NAMES MR. WILLIAM MORRIS. MR. MORRIS IS ONE OF MANAGEMENT'S NOMINEES FOR REELECTION TO THE BOARD AND IS CURRENTLY CHAIRMAN OF THE BOARD (page 11) - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION CAN BE FOUND AT: WWW.FIXMYFUND.COM 2 SPECIAL MEETING OF STOCKHOLDERS OF TRI-CONTINENTAL CORPORATION ------------------------- PROXY STATEMENT OF WESTERN INVESTMENT HEDGED PARTNERS L.P. ------------------------- PLEASE VOTE YOUR SHARES TODAY BY TELEPHONE OR INTERNET, AS DESCRIBED IN THE ENCLOSED GOLD PROXY CARD, OR BY SIGNING, DATING AND RETURNING THE YOUR GOLD PROXY CARD IN THE POSTAGE PAID ENVELOPE PROVIDED. Western Investment Hedged Partners L.P., a Delaware limited partnership ("Western Investment" or "we"), is a significant stockholder of Tri-Continental Corporation, a Maryland corporation ("Tri-Continental" or the "Company"). Western Investment is writing to you in connection with the election of three nominees to the board of directors of Tri-Continental (the "Tri-Continental Board") at the special meeting of stockholders scheduled to be held at the offices of Venable LLP, 2 Hopkins Plaza, 18th Floor, Baltimore, Maryland 21202, on September 28, 2006 at 9:30 a.m., including any adjournments or postponements thereof and any meeting which may be called in lieu thereof (the "special meeting"). This proxy statement (the "proxy statement") and the enclosed GOLD proxy card are first being furnished to stockholders on or about August __, 2006. This proxy statement and the enclosed GOLD proxy card are being furnished to stockholders of Tri-Continental by Western Investment in connection with the solicitation of proxies from Tri-Continental's stockholders for the following proposals: 1. To elect Western Investment's slate of nominees to the Tri-Continental Board, each to hold office until the 2009 annual meeting of the Company's stockholders and until their successors are elected and qualify; 2. To oppose the Company's proposal to approve an amendment to the Company'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 Company; and 3. To transact such other business as may properly come before the special meeting or any adjournment or postponement thereof. Western Investment, Western Investment LLC ("WILLC"), Arthur D. Lipson, Western Investment Activism Partners LLC ("WIAP"), Western Investment Total Return Master Fund Ltd. ("WITR"), Benchmark Plus Institutional Partners, L.L.C. ("BPIP"), Benchmark Plus Partners, L.L.C. ("BPP"), Benchmark Plus Management, L.L.C. ("BPM"), Paradigm Partners, N.W., Inc. ("PPNW"), Scott Franzblau, Robert Ferguson, Michael Dunmire, Paul DeRosa, David B. Ford and Elyse Nakajima are members of a group (the "Group") formed in connection with this proxy solicitation and are deemed participants in this proxy solicitation. 1 Tri-Continental has set the close of business on July 25, 2006 as the record date (the "record date") for determining stockholders entitled to notice of and to vote at the special meeting. The mailing address of the principal executive offices of Tri-Continental is 100 Park Avenue, New York, New York 10017. Stockholders of record at the close of business on the record date will be entitled to vote at the special meeting. According to Tri-Continental, as of the record date, there were 105,533,774 shares of common stock outstanding, $.50 par value per share (the "Common Shares"), each Common Share entitled to one vote per share, and there were 752,740 shares of $2.50 cumulative preferred stock outstanding (the "Preferred Shares" and together with the Common Shares, the "Shares"), each Preferred Share entitled to two votes per share. As of the record date, Western Investment, along with all of the participants in this solicitation, were the beneficial owners of an aggregate of 10,037,341 Common Shares and 200 Preferred Shares, which represent approximately 9.40% of the votes entitled to be cast at the special meeting (based on the Company's proxy statement). The participants in this solicitation intend to vote such Shares for the election of Western Investment's nominee directors, and against the Company's Charter amendment proposal. THIS SOLICITATION IS BEING MADE BY WESTERN INVESTMENT AND NOT ON BEHALF OF THE BOARD OF DIRECTORS OR MANAGEMENT OF TRI-CONTINENTAL. WESTERN INVESTMENT IS NOT AWARE OF ANY OTHER MATTERS TO BE BROUGHT BEFORE THE SPECIAL MEETING. SHOULD OTHER MATTERS, WHICH WESTERN INVESTMENT IS NOT AWARE OF WITHIN A REASONABLE TIME BEFORE THIS SOLICITATION, BE BROUGHT BEFORE THE SPECIAL MEETING, THE PERSONS NAMED AS PROXIES IN THE ENCLOSED GOLD PROXY CARD WILL VOTE ON SUCH MATTERS IN THEIR DISCRETION. WESTERN INVESTMENT URGES YOU TO VOTE IN FAVOR OF THE ELECTION OF WESTERN INVESTMENT'S NOMINEES AND AGAINST THE COMPANY'S CHARTER AMENDMENT PROPOSAL DESCRIBED HEREIN, EITHER BY TELEPHONE OR BY INTERNET AS DESCRIBED IN THE ENCLOSED GOLD PROXY CARD OR BY SIGNING, DATING AND RETURNING THE ENCLOSED GOLD PROXY CARD TODAY. IF YOU HAVE ALREADY GIVEN A PROXY TO TRI-CONTINENTAL MANAGEMENT, YOU MAY REVOKE THAT PROXY AND VOTE IN FAVOR OF WESTERN INVESTMENT'S NOMINEES, AND AGAINST THE COMPANY'S CHARTER AMENDMENT PROPOSAL DESCRIBED HEREIN BY VOTING YOUR SHARES BY TELEPHONE OR BY INTERNET AS DESCRIBED IN THE ENCLOSED GOLD PROXY CARD OR BY SIGNING, DATING AND RETURNING THE ENCLOSED GOLD PROXY CARD. THE LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE SPECIAL MEETING BY AUTHORIZING A LATER PROXY BY TELEPHONE OR INTERNET OR BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE SPECIAL MEETING TO WESTERN INVESTMENT, C/O INNISFREE M&A INCORPORATED, WHICH IS ASSISTING IN THIS SOLICITATION, OR TO THE SECRETARY OF TRI-CONTINENTAL (WITH A COPY TO INNISFREE M&A INCORPORATED), OR BY VOTING IN PERSON AT THE SPECIAL MEETING. 2 IMPORTANT YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN. YOU MAY VOTE YOUR SHARES BY TELEPHONE OR INTERNET, AS DESCRIBED IN THE ENCLOSED GOLD PROXY CARD, OR BY SIGNING, DATING AND RETURNING TODAY THE ENCLOSED GOLD PROXY CARD, MARKED FOR THE ELECTION OF WESTERN INVESTMENT'S NOMINEES AND AGAINST THE COMPANY'S CHARTER AMENDMENT PROPOSAL. o If your Shares are registered in your own name, you may vote your Shares by following the instructions for Internet voting detailed on the enclosed GOLD proxy card, by calling the toll-free number contained therein, or by signing, dating and mailing the enclosed GOLD proxy card in the enclosed return envelope to Western Investment, c/o Innisfree M&A Incorporated, in the enclosed postage-paid envelope today. o If any of your Shares are held in the name of a brokerage firm, bank, bank nominee or other institution on the record date, only it can vote such Shares and only upon receipt of your specific instructions. Accordingly, please provide your broker or bank with voting instructions to vote on your behalf the GOLD proxy card. 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. Western Investment urges you to confirm your instructions in writing to the person responsible for your account and to provide a copy of such instructions to Western Investment, c/o Innisfree M&A Incorporated, who is assisting in this solicitation, at the address and telephone numbers set forth below, and on the back cover of this proxy statement, so that we may be aware of all instructions and can attempt to ensure that such instructions are followed. If you have any questions or need assistance voting your Shares, please call: Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, NY 10022 Stockholders Call Toll-Free at: (877) 456-3510 Banks and Brokers Call Collect at: (212) 750-5833 ADDITIONAL INFORMATION CAN BE FOUND AT: WWW.FIXMYFUND.COM 3 PROPOSAL NO. 1 ELECTION OF DIRECTORS As you may be aware, Tri-Continental held its 2006 Annual Meeting of stockholders on May 4, 2006, at which we proposed three nominees for election to the Tri-Continental Board. As you probably know, at the 2006 Annual Meeting neither our nor the Company's nominees received enough votes to be elected. Accordingly, the existing directors would have remained in office until the 2007 Annual Meeting when they would have again been up for election. For reasons which we do not find compelling, the current Tri-Continental Board has determined that it cannot let well enough alone, but that it needs to call an unnecessary special meeting for the election of the three directors. There is no requirement for this special meeting under either state law or the Company's bylaws. Although we oppose disturbing you with an unnecessary election, as significant long-term investors in Tri-Continental we are forced by the directors' actions to move forward and again submit nominees as an alternative to the Company's nominees. WE BELIEVE THAT THIS COSTLY ELECTION IS THE MOST IMPORTANT EVENT THAT TRI-CONTINENTAL STOCKHOLDERS HAVE EVER FACED, AND WILL AFFECT THE DIRECTION OF TRI-CONTINENTAL FOR YEARS TO COME. It represents an opportunity to help restore to Tri-Continental the values and vision which for many years made it a leading fund. We believe that although for many years Tri-Continental has been an excellent investment choice, under recent Tri-Continental management and board of directors, leadership problems have developed, many of which are discussed in this proxy statement. We do not believe that the current Tri-Continental Board has vigorously represented the interests of all stockholders. At this special meeting, the Company has announced that it will again put forward the same three people for election to the Tri-Continental Board that failed to be elected at the Company's 2006 Annual Meeting. We have proposed a slate of three outstanding nominees for election at the September special meeting. We believe our slate includes world class investors, and that their election would clearly be in the best interests of all stockholders. THE NOMINEES The following information sets forth the name, age, business address, present principal occupation, and employment and material occupations, positions, offices, or employments for the past five years of each of our three nominee directors (the "Nominees"). PAUL DEROSA (AGE 64) has been a principal since November 1998 of Mt. Lucas Management Corporation, an asset management company. Mt. Lucas has returned over 17% annually to its investors since its inception in 1996. From March 1988 to July 1995, Mr. DeRosa served as Managing Director of Eastbridge Capital Inc., a bond trading company. Previously, Mr. DeRosa served in various capacities with Citibank NA, including as a Division Head of Citicorp Investment Bank where he was entrusted with the responsibility of managing Citibank's proprietary bond portfolio. He also has extensive experience supervising the investment management process. Mr. DeRosa is currently a director of Intervest Bancshares Corporation (ticker: IBCA), a highly successful financial holding company. Mr. DeRosa received a Ph.D. in Economics from Columbia University and has served as a staff economist for the Federal Reserve Bank of New York. The business address of Mr. DeRosa is c/o MT Lucas, LLC, 730 Fifth Avenue, New York, NY 10019. As of the record date, Mr. DeRosa beneficially owned 100 Common Shares. For information regarding purchases and sales during the past two years of securities of Tri-Continental that are now or were once deemed to be beneficially owned by Mr. DeRosa, see Schedule I to this proxy statement. DAVID B. FORD (AGE 60) was a partner and then a managing director from 1986 to 2003, and co-head of Global Asset Management from 1994 to 2003, with The Goldman Sachs Group, Inc., a leading international investment banking and 4 securities firm. As co-head, Mr. Ford was integrally involved in Goldman's investment management business, including the selection and review of portfolio managers. Goldman Sachs is widely considered to be one of the world's leading asset managers. Mr. Ford currently serves on Wharton's Board of Overseers and is a member of the Board of Trustees for Florida State University. Mr. Ford received a Bachelor of Science from Florida State University and a Masters of Business Administration from the Wharton School at the University of Pennsylvania. The business address of Mr. Ford is c/o DBF Associates, 375 Greenwich Street, New York, NY 10013. As of the record date, Mr. Ford beneficially owned 100 Common Shares. For information regarding purchases and sales during the past two years of securities of Tri-Continental that are now or were once deemed to be beneficially owned by Mr. Ford, see Schedule I to this proxy statement. ARTHUR D. LIPSON (AGE 63) has been managing private investment partnerships since 1995. He has been the sole managing member of WILLC, a Delaware limited liability company that acts as the general partner, managing member or investment manager, as the case may be, of private investment partnerships in the Western Investment funds since 1997. Western Investment specializes in investing in undervalued companies. Mr. Lipson has additional substantial experience in sales & trading and research, including heading all fixed income research for Lehman Brothers and for Paine Webber, was a known leader in the industry, and created, among other things, the Lehman Brothers bond indices. Mr. Lipson received a Masters of Science from Columbia University and a Bachelor of Science from the California Institute of Technology. The business address of Mr. Lipson is c/o Western Investment LLC, 2855 E. Cottonwood Parkway, Suite 110, Salt Lake City, UT 84121. As of the record date, Mr. Lipson beneficially owned 6,998,416 Common Shares and 200 Preferred Shares, consisting of 901 Common Shares held directly by Mr. Lipson and 6,997,515 Common Shares and 200 Preferred Shares beneficially owned by WILLC. Mr. Lipson may be deemed to beneficially own the 6,997,515 Common Shares and 200 Preferred Shares beneficially owned by WILLC by virtue of his ability to vote and dispose such shares as the sole managing member of WILLC. For information regarding purchases and sales during the past two years of securities of Tri-Continental that are now or were once deemed to be beneficially owned by WILLC, see Schedule I to this proxy statement. The information provided above has been furnished to Western Investment by the Nominees. The Nominees are citizens of the United States of America. None of the Nominees are "interested persons" of the Company within the meaning of Section 2(a)(19) of the Investment Company Act of 1940. OUR INTERESTS ARE ALIGNED WITH YOURS Western Investment and the other participants are significant investors in Tri-Continental and remain committed to our investment in Tri-Continental. We made our first investment in the Company as long ago as 1999, and currently are Tri-Continental's largest stockholder. Our interests are aligned with the interests of all stockholders-if our investment in Tri-Continental prospers, so does yours. WE HAVE NO INTENTION OF SEEKING TO OPEN-END OR LIQUIDATE THE FUND. Western Investment believes that our three Nominees together have extensive experience in private and public investment, a history of outstanding investment records, and have outstanding credentials, including having held senior positions at The Goldman Sachs Group, Inc., Citibank NA, Lehman Brothers and Paine Webber. If elected, the Nominees will work on behalf of all stockholders to influence the Tri-Continental Board to take all actions necessary to maximize the value of your Shares. 5 TRI-CONTINENTAL'S STOCK HAS UNDERPERFORMED THE MARKET ON A LONG-TERM BASIS Tri-Continental has underperformed the S&P 500 index in 12 of the last 15 years. If you had invested $100 in an S&P 500 index fund on December 31, 1990 instead of Tri-Continental, you would be almost $150 richer today. The table below shows the annual percentage amount since 1990 by which Tri-Continental's net asset value ("NAV") return either fell short of the S&P 500 index return or exceeded the S&P 500 index return. [THE CHART CONTAINS THE DATA POINTS CONTAINED IN THE TABLE BELOW] STOCKHOLDER RETURN AT YEAR-END. TRI-CONTINENTAL NAV VS. S&P 500 INDEX 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- (2.56%) (0.20%) (1.12%) (3.52%) (6.78%) (1.51%) (6.71%) (2.78%) (10.37%) 0.81% 1.69% (4.25%) (2.85%) 2.48% (2.25%) [GRAPHIC OMITTED] We find it unacceptable that for each year other than 2000, 2001 and 2004, Tri-Continental's NAV return has underperformed the S&P 500 index for the past 15 years. Western Investment is particularly troubled that the active management of the Company's manager, J. & W. Seligman & Co. Incorporated ("Seligman"), has produced such inferior NAV returns to those available by investment in an S&P 500 index fund. While we consider the S&P 500 index a good comparison, investors cannot invest directly in an index or an average, and there are no expenses or fees involved in calculating an index return, unlike a fund which pays fees and expenses. 6 Tri-Continental's NAV return has underperformed the S&P 500 index in 12 of the last 15 years. Since 1990, the S&P 500 index has appreciated approximately 414% while an investment in Tri-Continental has only increased approximately 264%. The chart below measures Tri-Continental's annual NAV performance against the S&P 500 index since 1990 (assuming a $100 investment on December 31, 1990 and reinvestment of capital gains and dividends). [The chart contains the data points contained in the table below] DECEMBER 31 TRI-CONTINENTAL NAV S&P 500 INDEX 1990 $100.00 $100.00 1991 $127.91 $130.47 1992 $137.40 $140.41 1993 $149.70 $154.55 1994 $146.40 $156.59 1995 $191.50 $215.44 1996 $232.57 $264.90 1997 $294.55 $353.27 1998 $370.55 $454.24 1999 $410.09 $549.81 2000 $376.09 $499.78 2001 $337.73 $440.36 2002 $248.74 $343.04 2003 $313.01 $441.45 2004 $354.83 $489.49 2005 $364.27 $513.52 7 [GRAPHIC OMITTED] Amazingly, every $100 that was invested in Tri-Continental from December 31, 1990 to December 31, 2005 led to almost $150 in underperformance relative to the S&P 500 index. Looked at another way, an investment in Tri-Continental on December 31, 1990 has produced only approximately 71% of the gains that the S&P 500 index has seen in the same period. The chart below measures the percentage investment underperformance since 1990 of an investment in Tri-Continental as compared to the S&P 500 index. 8 [THE CHART CONTAINS THE DATA POINTS CONTAINED IN THE TABLE BELOW] TRI-CONTINENTAL PERCENTAGE PERFORMANCE SINCE 1990 VS. S&P 500 INDEX YEAR-END PERCENTAGE 1990 100.00% 1991 98.04% 1992 97.86% 1993 96.86% 1994 93.49% 1995 88.89% 1996 87.80% 1997 83.38% 1998 81.58% 1999 74.59% 2000 75.25% 2001 76.69% 2002 72.51% 2003 70.90% 2004 72.49% 2005 70.94% [GRAPHIC OMITTED] 9 SUB PAR PERFORMANCE CONTINUES For the six-month period ended June 30, 2006, Tri-Continental's return has been 1.4%. In contrast, the S&P 500 index has seen a return of 2.7% in the same period, almost twice that of Tri-Continental. TRI-CONTINENTAL'S NAV DISCOUNT IS UNACCEPTABLE Tri-Continental's share price has traded at a persistent double-digit discount to its per share net asset value that ranged between 14% and 18% from 1995 to 2005. Thus, when Tri-Continental stockholders sell their shares they are forced to leave behind a sizeable portion of the value underlying those shares. We believe that the persistence of this discount is in part due to the failed management and disappointing investment results generated by Seligman, the market's expectation that substantially similar results will continue, and the perception that the persistent and substantial NAV discount is not being, and will not be, addressed. Tri-Continental stockholders are being damaged twice by the discount; once with substandard returns on their investment and again, should they choose to leave the fund, with the discounted market price they receive for their shares. We believe the fair value of a share of common stock should be its NAV, or a value very close. The table below shows the discount of the Company's year-end stock price to the Company's year-end NAV since 1995. NAV December 31 Discount ----------- -------- 1995 -18% 1996 -18% 1997 -17% 1998 -16% 1999 -15% 2000 -18% 2001 -14% 2002 -16% 2003 -16% 2004 -16% 2005 -16% As an existing Tri-Continental stockholder, Western Investment is extremely concerned that Tri-Continental's common stock continues to trade at a double-digit NAV discount. Assuming a NAV discount of 16% (the discount on December 31, 2005), this had the effect that, for each $1 of underlying Tri-Continental net asset value, a share of Tri-Continental common stock would trade at approximately 84 cents. So long as the NAV discount persists, existing Tri-Continental stockholders who sell their shares of common stock will sell them at a discount to the underlying net asset value. Tri-Continental common stock is traded on the New York Stock Exchange, and share prices are determined by the market, which to date has determined share prices to be at a discount to NAV. The persistence and scale of the NAV discount is especially damaging to those long-term Tri-Continental stockholders who may need to cash out their Tri-Continental investment in order to meet their retirement living needs. A survey of stockholders in the Company's annual report for the year ended December 31, 2004 reported that over 75% of the stockholders surveyed were aged 65 or older. Company stockholders who are seniors may wish to realize their Tri-Continental investment in the near term. However, the presence of a steep NAV discount means that these stockholders cannot receive the full value of their investment. Tri-Continental should be managed with the best interests of its stockholders in mind, including the interests of its large senior investor base. 10 ALL OF THE CURRENT MEMBERS OF THE TRI-CONTINENTAL BOARD ARE A DIRECTOR OR TRUSTEE OF AT LEAST 23 REGISTERED INVESTMENT COMPANIES MANAGED BY SELIGMAN, TRI-CONTINENTAL'S MANAGER According to the Tri-Continental proxy statement, all incumbent independent Tri-Continental directors are a director or trustee of each of at least 23 registered investment companies in the group of funds managed by Seligman and six of the seven independent incumbent directors are a director or trustee of each of 24 registered investment companies in the Seligman group of funds. The Tri-Continental proxy statement advises that the 24 registered investment companies in the Seligman group of funds comprise 58 separate portfolios. Other than Messrs. Zino and Morris, the President and Chief Executive Officer and Chairman, respectively, WE BELIEVE THAT NONE OF THE COMPANY'S NOMINEES OR OTHER DIRECTORS HAS ANY DIRECT PROFESSIONAL INVESTMENT EXPERIENCE, other than through their involvement as a director or trustee of the registered investment companies in the Seligman group of funds. While the current composition of the Tri-Continental Board appears to satisfy applicable securities and investment company laws, we question whether service by each of Tri-Continental's independent directors as a trustee or director of at least 23 registered investment companies is in the best interests of Tri-Continental's stockholders. We do not believe that an independent director should be a director or trustee of 23 or more other funds managed by Seligman. How do Tri-Continental's directors have time to adequately monitor Tri-Continental's multi-billion dollar portfolio when they are serving as directors or trustees of at least 23 investment companies? We believe that in serving as trustee or director of so many registered investment companies managed by Seligman, inherent conflicts may arise. For example, we believe it is possible for a person serving in such multiple positions to become unduly beholden to Seligman, and less inclined to act in the best interests of Tri-Continental stockholders, although we have no evidence that any of Tri-Continental directors have acted in this way. Are the current directors, with at best limited investment experience, the best people to perform the essential task of evaluating Seligman's performance as manager? ONGOING INQUIRY OF SELIGMAN BY THE OFFICE OF THE NEW YORK ATTORNEY GENERAL Perhaps most disturbing of all is the action which the Office of the New York State Attorney General (the "Attorney General's Office") has determined to commence against Seligman and a related investigation by the Securities and Exchange Commission. The Company has disclosed that since February 2004, Seligman, the manager of Tri-Continental, has been in discussions with the New York staff of the Securities and Exchange Commission and the Attorney General's Office in connection with trading in certain of the Seligman group of funds. The Attorney General's Office has said that its inquiry involves apparent fraudulent conduct in Seligman's secret arrangements with certain preferred customers, permitting these preferred customers to engage in mutual fund timing activities that negatively impacted the investment returns to long-term shareholders in the Seligman funds affected. The Attorney General's Office is also examining whether Seligman or others engaged in fraudulent conduct relating to Seligman's advisory fees. No settlement has been reached and the SEC staff has indicated that it is considering recommending to the Commissioners of the SEC the initiation of a formal action against Seligman and Seligman Advisors, Inc. While none of the trading arrangements being investigated appear to involve the Company, we are concerned about this inquiry as it involves other funds managed by Seligman. We are concerned that the existence of such an inquiry may distract Seligman senior management and make it more difficult to attract and retain talented professional staff. The Attorney General's Office has been forced to go to state court to obtain documents and information from Seligman relating to its inquiry into trading practices involving the Seligman group of funds. Separately, Seligman has filed suit in Federal court seeking to stop the Attorney General's Office from pursuing an inquiry as to the advisory fees paid by the Seligman group of funds to Seligman. The affidavit submitted by the Attorney General's Office to state court in connection with its seeking 11 documents that are material and necessary to its inquiry has raised a number of matters which cause us grave concern. The affidavit states, among other things, that: o "The "dilution" of the value of the Seligman group of funds due to timing activity is estimated to be in excess of $80 million since 1998;" and o "Based on his investigation to date, ....... the Attorney General believes that Seligman engaged in `fraud, deception, concealment, suppression [and] false pretense' in violation of" New York's General Business Law. o The boards of directors of the Seligman group of funds "are subservient to Seligman;" o "Seligman's high costs are the result of the Boards' failure to negotiate at arms' length with Seligman;" In its court papers, the Attorney General's Office says that it believes that Seligman and its co-respondents, William C. Morris, the chairman of the Company's board, and Brian T. Zino, President and Chief Executive Officer and a director of the Company, engaged in separate frauds relating to mutual fund timing activities in the Seligman group of funds. First, according to the Attorney General's Office court papers, the respondents expressly permitted and knowingly tolerated mutual fund timing activities that violated the terms of the Seligman group of funds' prospectuses and harmed shareholders of the affected funds. Second, following an industry-wide investigation, the respondents issued a press release that grossly understated the amount of market-timing activities in the Seligman group of funds and that created the false impression that shareholders of affected Seligman funds had been fully compensated through a restitution payment of less than $2 million divided among three Seligman funds, and a fee reduction on another Seligman fund. The Attorney General's Office affidavit states that the "dilution" of the value of the Seligman group of funds due to timing activity is estimated to be in excess of $80 million since 1998. The Attorney General's Office is also examining whether Seligman or others engaged in fraudulent conduct relating to Seligman's advisory fees. According to the court papers, Messrs. Morris and Zino own an aggregate of approximately 85% of Seligman. IN LIGHT OF THESE ALLEGATIONS AGAINST MR. MORRIS, EVERY STOCKHOLDER MUST QUESTION THE JUDGMENT AND INDEPENDENCE OF THE DIRECTORS WHO AGAIN NOMINATED MR. MORRIS FOR REELECTION AS A DIRECTOR. TRI-CONTINENTAL HAS DISCLOSED THAT ANY RESOLUTION OF THESE MATTERS WITH REGULATORY AUTHORITIES MAY INCLUDE, BUT NOT BE LIMITED TO, SANCTIONS, PENALTIES, INJUNCTIONS REGARDING SELIGMAN, RESTITUTIONS TO MUTUAL FUND STOCKHOLDERS OR CHANGES IN PROCEDURES. SELIGMAN CLAIMS THAT THESE MATTERS DO NOT AFFECT TRI-CONTINENTAL BUT, ASK YOURSELF, IS IT IN THE STOCKHOLDERS' BEST INTERESTS TO HAVE A FUND MANAGER BURDENED WITH THIS INQUIRY AND ALLEGATIONS? Tri-Continental has also disclosed that Seligman believes it may have violated applicable requirements for certain orders to buy and sell portfolio securities with brokerage firms in recognition of their sales of Seligman's mutual funds as a result of compensation arrangements Seligman had with certain brokerage firms. Seligman has refunded $637,118 to Tri-Continental while denying that Tri-Continental has suffered loss from Seligman's possible violations. Would Seligman have made this payment if its hands were clean? Tri-Continental has disclosed that there can be no assurance that the SEC's investigation or the Attorney General Office's inquiry and any related publicity will not result in reduced demand for shares of the Seligman group of funds or other adverse consequences. 12 ADDITIONAL INFORMATION ABOUT THE NOMINEES As of August __, 2006, the dollar range of shares of the Company beneficially owned by each Nominee is as follows: Aggregate Dollar Range of Equity Securities in All Funds to be Overseen by Nominee in Dollar Range of Equity Seligman Family of Name of Nominee Securities in the Company Investment Companies* --------------- ------------------------- --------------------- Arthur D. Lipson Over $100,000 Over $100,000 Paul DeRosa $1 to $10,000 $1 to $10,000 David B. Ford $1 to $10,000 $1 to $10,000 - ---------------- * If elected to the Tri-Continental Board, the Nominees would not oversee any registered investment company within the Seligman family of investment companies other than the Company. There can be no assurance that the actions our Nominees intend to take as described above will be implemented if they are elected or that the election of our Nominees will improve the Company's business or otherwise enhance stockholder value. Your vote to elect the Nominees does not constitute a vote in favor of our value enhancing plans for Tri-Continental. Your vote to elect the Nominees will have the legal effect of replacing three incumbent directors of Tri-Continental with our Nominees. Other than as stated herein, the Nominees will not receive any compensation from Western Investment for their services as directors of Tri-Continental, nor are there any arrangements or understandings between Western Investment and any of the Nominees or any other person or persons pursuant to which the nomination described herein is to be made, other than the consent by each of the Nominees to be named in this proxy statement and to serve as a director of Tri-Continental if elected as such at the special meeting. None of the Nominees is a party adverse to Tri-Continental or any of its subsidiaries or has a material interest adverse to Tri-Continental or any of its subsidiaries in any material pending legal proceedings. Western Investment does not expect that the Nominees will be unable to stand for election, but, in the event that such persons are unable to serve or for good cause will not serve, the Shares represented by the enclosed GOLD proxy card will be voted for substitute nominees. In addition, Western Investment reserves the right to nominate substitute persons if Tri-Continental makes or announces any changes to its bylaws or takes or announces any other action that has, or if consummated would have, the effect of disqualifying the Nominees. In any such case, Shares represented by the enclosed GOLD proxy card will be voted for such substitute nominees. Western Investment reserves the right to nominate additional persons if Tri-Continental increases the size of the Tri-Continental Board above its existing size or increases the number of directors whose terms expire at the special meeting. Additional nominations made pursuant to the preceding sentence are without prejudice to the position of Western Investment that any attempt to increase the size of the current Tri-Continental Board or to reconstitute or reconfigure the classes on which the current directors serve constitutes an unlawful manipulation of Tri-Continental's corporate machinery. YOU ARE URGED TO VOTE FOR THE ELECTION OF WESTERN INVESTMENT'S NOMINEES ON THE ENCLOSED GOLD PROXY CARD. 13 PROPOSAL NO. 2 CHARTER AMENDMENT PROPOSAL Tri-Continental is seeking stockholder approval of a proposal to approve an amendment to the Company'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 Company'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 Company. We are gravely concerned about this proposed amendment. We believe a core concept of corporate democracy is that stockholders have the right to act to effect fundamental corporate decisions such as the election of directors, and other important items. Crucial to having the stockholders act is for a substantial number of stockholders to participate in taking any such action. The quorum is the number of stockholders required to be present to hold a valid meeting. Once convened, in many cases just over 50% of the quorum can represent action by the stockholders. If the quorum is lowered to one-third (1/3) of all of the votes entitled to be cast, stockholder action could be taken by stockholders holding as few as 17% of the votes entitled to be cast. We believe that this threshold is just too low. If management does not have the support of more than 17% of the votes entitled to be cast, then we do not believe such action should be approved. It is too easy for management to get its way by courting a minority of stockholders who share its views. We do not believe the requirement that holders of a majority of all of the votes entitled to be cast be present at a meeting is an unreasonable threshold for holding a stockholder meeting to determine fundamental issues of vital importance to stockholders. For the above reasons, we ask stockholders to oppose the Charter amendment proposal. YOU ARE URGED TO VOTE AGAINST THE CHARTER AMENDMENT PROPOSAL ON THE ENCLOSED GOLD PROXY CARD. 14 VOTING AND PROXY PROCEDURES Only stockholders of record on the record date will be entitled to notice of and to vote at the special meeting. Each Common Share is entitled to one vote. Each Preferred Share is entitled to two votes. Stockholders who sell Shares before the record date (or acquire them without voting rights after the record date) may not vote such Shares. Stockholders of record on the record date will retain their voting rights in connection with the special meeting even if they sell such Shares after the record date. Based on publicly available information, Western Investment believes that the only outstanding classes of securities of Tri-Continental entitled to vote at the special meeting are the Common Shares and the Preferred Shares. Stockholders, including those who expect to attend the special meeting, are urged to vote their Shares today by following the instructions for Internet voting detailed on the enclosed GOLD proxy card, by calling the toll-free number contained therein, or by signing, dating and mailing the enclosed GOLD proxy card in the enclosed return envelope to Western Investment, c/o Innisfree M&A Incorporated, in the enclosed postage-paid envelope. Authorized proxies will be voted at the special meeting as marked and, in the absence of specific instructions, will be voted FOR the election of Western Investment's Nominees, AGAINST the Charter amendment proposal, and in the discretion of the person named as proxy on all other matters as may properly come before the special meeting. We are asking you to vote FOR the election of Western Investment's Nominees and AGAINST the Charter amendment proposal. The enclosed GOLD proxy card may only be voted for our Nominees and does not confer voting power with respect to the Company's nominees. Stockholders should refer to the Company's proxy statement for the names, backgrounds, qualifications and other information concerning the Company's nominees. The participants in this solicitation intend to vote all of their Shares for the election of Western Investment's Nominees and against the Charter amendment proposal and will not vote their Shares in favor of any of Tri-Continental's director nominees. QUORUM In order to conduct any business at the special meeting, a quorum must be present in person or represented by valid proxies. The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the special meeting constitutes a quorum. All Shares that are voted "FOR", "AGAINST" or "ABSTAIN" (or "WITHHOLD" in the case of election of directors) on any matter will count for purposes of establishing a quorum and will be treated as Shares entitled to be voted at the special meeting. VOTES REQUIRED FOR APPROVAL ELECTION OF DIRECTORS. Under the Company's bylaws, if a quorum is present at the special meeting, nominees receiving the affirmative vote of a plurality of the votes cast at the special meeting will be elected as directors of the Company. CHARTER AMENDMENT PROPOSAL. The Company has advised that under Maryland law, to become effective, the Charter amendment proposal must be approved by the affirmative vote of a majority of all votes entitled to be cast on the proposal. 15 ABSTENTIONS Abstentions will be counted for the purpose of determining whether a quorum is present. Abstentions will not be counted as votes cast on any proposal set forth in this proxy statement. 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 the Charter amendment proposal, abstentions and broker non-votes, if any, will have the effect of a vote against such proposal. REVOCATION OF PROXIES Stockholders of Tri-Continental may revoke their proxies at any time prior to exercise by attending the special meeting and voting in person (although attendance at the special meeting will not in and of itself constitute revocation of a proxy), by delivering a later-dated proxy by Internet, by telephone or by mail, or by delivering a written notice of revocation. The delivery of a later-dated proxy which is properly completed will constitute a revocation of any earlier proxy. The revocation may be delivered either to Western Investment in care of Innisfree M&A Incorporated at the address set forth on the back cover of this proxy statement or to Tri-Continental at 100 Park Avenue, New York, New York 10017 or any other address provided by Tri-Continental. Although a revocation is effective if delivered to Tri-Continental, Western Investment requests that either the original or photostatic copies of all revocations be mailed to Western Investment in care of Innisfree M&A Incorporated at the address set forth on the back cover of this proxy statement so that Western Investment will be aware of all revocations and can more accurately determine if and when proxies have been received from the holders of record on the record date of a majority of the outstanding Shares. Additionally, Innisfree M&A Incorporated may use this information to contact stockholders who have revoked their proxies in order to solicit later-dated proxies for the election of the Nominees and approval of other proposals described herein. IF YOU WISH TO VOTE FOR THE ELECTION OF THE NOMINEES TO THE TRI-CONTINENTAL BOARD OR AGAINST THE CHARTER AMENDMENT PROPOSAL, PLEASE VOTE YOUR SHARES BY TELEPHONE OR INTERNET, AS DESCRIBED IN THE ENCLOSED GOLD PROXY CARD, OR BY SIGNING, DATING AND RETURNING PROMPTLY THE ENCLOSED GOLD PROXY CARD, IN THE POSTAGE-PAID ENVELOPE PROVIDED. 16 SOLICITATION OF PROXIES The solicitation of proxies pursuant to this proxy statement is being made by Western Investment. Proxies may be solicited by mail, facsimile, telephone, Internet, in person and by advertisements. Western Investment has entered into an agreement with Innisfree M&A Incorporated for solicitation and advisory services in connection with this solicitation, for which Innisfree M&A Incorporated will receive a fee not to exceed $[_________], together with reimbursement for its reasonable out-of-pocket expenses, and will be indemnified against certain liabilities and expenses, including certain liabilities under the federal securities laws. Innisfree M&A Incorporated will solicit proxies from individuals, brokers, banks, bank nominees and other institutional holders. Western Investment has requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the Shares they hold of record. Western Investment will reimburse these record holders for their reasonable out-of-pocket expenses in so doing. It is anticipated that Innisfree M&A Incorporated will employ approximately 25 persons to solicit Tri-Continental's stockholders for the special meeting. The entire expense of soliciting proxies is being borne by WILLC, subject to certain limitations, pursuant to the terms of the Joint Filing and Solicitation Agreement described below. Western Investment, WIAP, WITR, BPIP, BPM, BPP and PPNW have separately agreed to reimburse WILLC on a pro rata basis for these expenses. Because WILLC believes that Tri-Continental's stockholders will benefit from the Solicitation (defined below), WILLC intends to seek reimbursement from Tri-Continental, to the fullest extent permitted by law, of all expenses it incurs in connection with the Solicitation. If necessary, WILLC will ask the Company to submit an application in this regard to, and obtain an order or a no-action letter from, the Securities and Exchange Commission. WILLC does not intend to submit the question of such reimbursement to a vote of security holders of the Company unless otherwise required by law. Costs of this solicitation of proxies are currently estimated to be approximately $[_________]. Western Investment estimates that through the date hereof, its expenses in connection with this solicitation are approximately $[_________]. OTHER PARTICIPANT INFORMATION Each member of the Group is a participant in this solicitation. Arthur D. Lipson is the managing member of WILLC, a Delaware limited liability company. WILLC, a Delaware limited liability company, is the general partner, managing member or investment manager, as the case may be, of Western Investment, WIAP and WITR, respectively. The principal business of Western Investment, WIAP and WITR is acquiring, holding and disposing of investments in various companies. The principal business address of Mr. Lipson, Western Investment, WIAP and WITR is c/o Western Investment LLC, 2855 E. Cottonwood Parkway, Suite 110, Salt Lake City, UT 84121. The principal business address of Mr. DeRosa is c/o MT Lucas, LLC, 730 Fifth Avenue, New York, NY 10019. The principal business address of Mr. Ford is c/o DBF Associates, 375 Greenwich Street, New York, NY 10013. Ms. Nakajima does not have a principal business address. As of the record date, Western Investment, WIAP, and WITR beneficially owned 3,175,015 Common Shares, 3,256,300 Common Shares and 200 Preferred Shares, and 566,200 Common Shares, respectively, constituting approximately 3.0%, 3.0% and 0.5%, respectively, of the votes entitled to be cast at the special meeting. Mr. Lipson directly owned 901 Common Shares, constituting less than 1% of the votes entitled to be cast at the special meeting. As the general partner, managing member, or investment manager, as the case may be, of Western Investment, WIAP and WITR, WILLC may be deemed to beneficially own the 6,997,515 Common Shares and 200 Preferred Shares owned in the aggregate by Western Investment, WIAP and WITR as of the record date. As the managing member of 17 WILLC, Mr. Lipson may be deemed to beneficially own the 6,997,515 Common Shares and 200 Preferred Shares beneficially owned by WILLC as of the record date, in addition to the 901 Common Shares owned directly by Mr. Lipson as of the record date. As of the record date, Mr. DeRosa, Mr. Ford and Ms. Nakajima each beneficially owned 100 Common Shares. Messrs. Franzblau, Ferguson and Dunmire are managing members of BPM, a Delaware limited liability company. BPM is the managing member of BPIP, a Delaware limited liability company. PPNW, a Washington corporation, is the managing member of BPP, a Delaware limited liability company. Messrs. Ferguson and Dunmire are the President and Chairman of the Board, respectively, of PPNW. The principal business address of BPIP, BPM, BPP, PPNW, Mr. Franzblau, Mr. Ferguson and Mr. Dunmire is 820 A Street, Suite 700, Tacoma, WA 98402. As of the record date, BPIP and BPP beneficially owned 1,515,850 and 1,522,775 Common Shares, respectively, constituting approximately 1.4% and 1.4%, respectively, of the votes entitled to be cast at the special meeting. As the managing member of BPIP, BPM may be deemed to beneficially own the 1,515,850 Common Shares owned by BPIP. As the managing members of BPM, Messrs. Franzblau, Ferguson and Dunmire may be deemed to beneficially own the 1,515,850 Common Shares beneficially owned by BPM. As the managing member of BPP, PPNW may be deemed to beneficially own the 1,522,775 Common Shares owned by BPP. As the President and Chairman of the Board, respectively, Messrs. Ferguson and Dunmire may be deemed to beneficially own the 1,522,775 Common Shares beneficially owned by PPNW. WILLC provides recommendations from time to time to BPIP and BPP with respect to purchases and sales of Common Shares of the Company, pursuant to an oral agreement between WILLC and BPIP, and between WILLC and BPP. Each of Western Investment, WILLC, Mr. Lipson, WIAP and WITR disclaim beneficial ownership of the Common Shares beneficially owned by the other members of the Group. Each of BPIP, BPM and Mr. Franzblau disclaim beneficial ownership of the Shares beneficially owned by the other members of the Group. Each of BPP and PPNW disclaim beneficial ownership of the Shares beneficially owned by the other members of the Group. Each of Mr. Ferguson and Mr. Dunmire disclaim beneficial ownership of the Shares beneficially owned by the other members of the Group, with the exception of BPIP, BPM, BPP and PPNW. Each of Mr. DeRosa, Mr. Ford and Ms. Nakajima disclaims beneficial ownership of the Shares beneficially owned by the other members of the Group. Each of WILLC and Mr. Lipson is deemed to have sole voting and dispositive power over the Shares reported as beneficially owned by Western Investment, WIAP and WITR by virtue of their respective positions described above. Each of BPM, Mr. Franzblau, Mr. Ferguson and Mr. Dunmire is deemed to have sole voting and dispositive power over the Common Shares beneficially owned by BPIP by virtue of their respective positions described above. Each of PPNW, Mr. Ferguson and Mr. Dunmire is deemed to have sole voting and dispositive power over the Common Shares reported as beneficially owned by BPP by virtue of their respective positions described above. Neither Western Investment, WILLC, Mr. Lipson, WIAP nor WITR has voting or dispositive control over the Common Shares beneficially owned by the other members of the Group. Neither BPIP, BPM nor Mr. Franzblau has voting or dispositive control over the Shares beneficially owned by the other members of the Group. Neither BPP nor PPNW has voting or dispositive control over the Shares beneficially owned by the other members of the Group. Neither Mr. Ferguson nor Mr. Dunmire has voting or dispositive control over the Shares beneficially owned by Western Investment, WILLC, WIAP, WITR, Mr. Lipson, Mr. DeRosa, Mr. Ford and Ms. Nakajima. The principal business of WILLC is acting as the general partner, managing member and investment manager, as the case may be, of Western Investment, WIAP and WITR. The principal occupation of Mr. Lipson is acting as managing member of WILLC. The principal business of Western Investment, WIAP and 18 WITR is acquiring, holding and disposing of investments in various companies. The principal business of BPM is acting as the managing member of BPIP. The principal business of BPIP is acquiring, holding and disposing of investments in various companies. The principal business of PPNW is acting as the managing member of BPP. The principal business of BPP is acquiring, holding and disposing of investments in various companies. The principal occupation of Scott Franzblau is acting as a managing member of BPM. The principal occupation of Robert Ferguson is acting as a managing member of BPM and as the President and director of PPNW. The principal occupation of Michael Dunmire is acting as a managing member of BPM and as Chairman of the Board of PPNW. The principal occupation of Mr. DeRosa is serving as a principal of Mt. Lucas Management Corporation, an asset management company. The principal occupation of Mr. Ford is private investor. The principal occupation of Ms. Nakajima is opera singer. For information regarding purchases and sales of securities of Tri-Continental during the past two years by Western Investment, Mr. Lipson, WILLC, WIAP, WITR, Mr. DeRosa, Mr. Ford, Ms. Nakajima, BPIP, BPM, BPP, PPNW, Mr. Franzblau, Mr. Ferguson, and Mr. Dunmire and affiliates of Western Investment that no longer own any Shares, see Schedule I to this proxy statement. On July 3, 2006, the members of the Group entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of Tri-Continental to the extent required by applicable law, (b) the parties agreed to solicit proxies or written consents for the election of the Nominees, or any other person(s) nominated by Western Investment and Mr. Lipson, to the Tri-Continental Board at the special meeting (the "Solicitation"), (c) WILLC agreed to indemnify and hold each of Paul DeRosa and David B. Ford harmless from and against any and all claims of any nature, whenever brought, arising from the Nominee's nomination for election as a director of Tri-Continental, and the related proxy solicitation by Western Investment, Arthur Lipson and certain of their affiliates and any related transactions, irrespective of the outcome, and (d) WILLC agreed to bear all expenses incurred in connection with the Group's activities, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations. Western Investment, WIAP, WITR, BPIP, BPM, BPP and PPNW have separately agreed to reimburse WILLC on a pro rata basis for expenses incurred in connection with the Solicitation. Because WILLC believes that Tri-Continental's stockholders will benefit from the Solicitation, WILLC intends to seek reimbursement from Tri-Continental, to the fullest extent permitted by law, of all expenses it incurs in connection with the Solicitation. If necessary, WILLC will ask the Company to submit an application in this regard to, and obtain an order or a no-action letter from, the Securities and Exchange Commission. WILLC does not intend to submit the question of such reimbursement to a vote of security holders of the Company. Except as set forth in this proxy statement (including the Schedules hereto), (i) during the past 10 years, no participant in this solicitation has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no participant in this solicitation directly or indirectly beneficially owns any securities of Tri-Continental; (iii) no participant in this solicitation owns any securities of Tri-Continental which are owned of record but not beneficially; (iv) no participant in this solicitation has purchased or sold any securities of Tri-Continental during the past two years; (v) no part of the purchase price or market value of the securities of Tri-Continental owned by any participant in this solicitation is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no participant in this solicitation is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of Tri-Continental, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any participant in this solicitation owns beneficially, directly or indirectly, any securities of Tri-Continental; (viii) no participant in this solicitation owns beneficially, directly or indirectly, any securities of any parent or subsidiary 19 of Tri-Continental; (ix) no participant in this solicitation or any of his/her/its associates was a party to any transaction, or series of similar transactions, since the beginning of Tri-Continental's last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which Tri-Continental or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $60,000; (x) no participant in this solicitation or any of his/her/its associates has any arrangement or understanding with any person with respect to any future employment by Tri-Continental or its affiliates, or with respect to any future transactions to which Tri-Continental or any of its affiliates will or may be a party; and (xi) no person, including the participants in this solicitation, who is a party to an arrangement or understanding pursuant to which the Nominees are proposed to be elected has a substantial interest, direct or indirect, by security holdings or otherwise in any matter to be acted on at the special meeting. OTHER MATTERS AND ADDITIONAL INFORMATION Western Investment is unaware of any other matters to be considered at the special meeting. However, should other matters, which Western Investment is not aware of a reasonable time before this solicitation, be brought before the special meeting, the person named as a proxy on the enclosed GOLD proxy card will vote on such matters in their discretion. Western Investment has omitted from this proxy statement certain disclosure required by applicable law that is already included in the Company's proxy statement. This disclosure includes, among other things, biographical information on Tri-Continental's directors and executive officers, the dollar range of shares owned by directors of the Company and information on committees of the Tri-Continental Board. Stockholders should refer to the Company's proxy statement in order to review this disclosure. According to the Company's proxy statement, the Company's manager is J. & W. Seligman & Co. Incorporated, 100 Park Avenue, New York, NY 10017. See Schedule II of this proxy statement for information regarding persons who beneficially own more than 5% of the Shares and the ownership of the Shares by the management of Tri-Continental. The information concerning Tri-Continental contained in this proxy statement and the Schedules attached hereto has been taken from, or is based upon, publicly available information. WESTERN INVESTMENT HEDGED PARTNERS L.P. AUGUST ___, 2006 20 SCHEDULE I ---------- PURCHASES AND SALES IN THE COMMON STOCK OF TRI-CONTINENTAL DURING THE PAST TWO YEARS Transaction Quantity Date Price ($) - ----------- -------- ---- --------- WESTERN INVESTMENT HEDGED PARTNERS, L.P. Buy 8,700 10/04/04 16.9404 Buy 8,200 10/05/04 16.8862 Buy 12,300 10/06/04 16.9110 Buy 14,600 10/07/04 16.8854 Buy 3,000 10/08/04 16.7602 Buy 6,100 10/12/04 16.6721 Buy 1,500 10/13/04 16.7425 Buy 400 10/19/04 16.4910 Buy 13,000 10/20/04 16.3751 Buy 13,500 10/21/04 16.5128 Buy 18,600 10/22/04 16.5008 Buy 3,100 10/25/04 16.3207 Buy 21,900 10/26/04 16.5234 Buy 17,500 10/27/04 16.6873 Buy 12,800 10/28/04 16.8541 Buy 300 10/29/04 16.9352 Buy 27,500 11/01/04 16.9027 Buy 32,600 11/02/04 17.0161 Buy 8,300 11/02/04 16.9971 Buy 4,000 11/12/04 17.6973 Buy 5,000 11/15/04 17.7822 Buy 36,400 12/15/04 18.0468 Buy 8,400 12/27/04 18.1645 Buy 12,200 12/28/04 18.1363 Buy 16,000 12/31/04 18.2800 Buy 62,900 12/31/04 18.2800 Buy 700 01/10/05 17.9328 Buy 2,600 01/11/05 17.8423 Buy 3,000 01/13/05 17.6618 Buy 10,900 01/14/05 17.7564 Buy 17,500 01/18/05 17.7912 Buy 9,600 01/19/05 17.8072 Buy 2,000 01/21/05 17.6535 Buy 2,500 01/24/05 17.4681 Buy 200 01/27/05 17.5835 Buy 10,600 01/28/05 17.5634 Buy 7,500 01/31/05 17.6454 Buy 6,900 02/02/05 17.7666 Buy 24,400 04/18/05 17.2760 Buy 11,500 04/19/05 17.3535 I-1 Transaction Quantity Date Price ($) - ----------- -------- ---- --------- Buy 10,700 04/20/05 17.1833 Buy 17,900 05/20/05 17.8302 Buy 13,800 05/23/05 17.9107 Buy 11,300 05/24/05 17.8940 Buy 26,500 05/25/05 17.8479 Buy 56,400 05/26/05 17.9034 Buy 5,300 05/27/05 17.9496 Buy 1,700 05/27/05 17.9585 Buy 2,000 06/03/05 18.0011 Sell 1,000 07/18/05 18.2707 Sell 1,300 07/21/05 18.4107 Buy 400 07/29/05 18.4800 Buy 2,300 10/04/05 18.2565 Buy 19,000 10/05/05 18.1118 Buy 30,400 10/06/05 17.9522 Buy 17,200 10/07/05 17.9067 Buy 1,800 10/10/05 17.8944 Buy 300 10/11/05 17.8200 Buy 2,700 10/12/05 17.6804 Buy 100 10/13/05 17.6200 Buy 27,600 10/14/05 17.6910 Buy 31,800 10/17/05 17.7842 Buy 59,800 10/18/05 17.8096 Buy 95,300 10/19/05 17.8047 Buy 5,400 10/20/05 17.9100 Buy 47,200 10/21/05 17.7650 Buy 76,500 10/24/05 17.8869 Buy 7,300 10/25/05 17.9377 Buy 8,200 10/26/05 17.9571 Buy 500 10/27/05 17.8360 Buy 11,300 10/28/05 17.8881 Buy 12,400 10/31/05 18.0410 Buy 5,900 11/02/05 18.1234 Buy 1,400 11/08/05 18.2100 Buy 6,800 11/09/05 18.2501 Buy 1,000 12/01/05 18.7680 Buy 315 12/02/05 18.7100 Buy 500 12/27/05 18.7300 Buy 15,100 12/27/05 18.7342 Buy 3,800 12/29/05 18.6602 Sell 400,000 01/06/06 19.1589 Buy 10,000 01/19/06 19.7500 Buy 5,000 01/20/06 19.7470 Buy 10,700 01/26/06 19.6019 Buy 8,600 01/27/06 19.7293 Buy 6,600 01/27/06 19.5998 Buy 9,600 01/30/06 19.7462 I-2 Transaction Quantity Date Price ($) - ----------- -------- ---- --------- Buy 5,000 02/01/06 19.7170 Buy 19,800 02/02/06 19.6575 Buy 7,500 02/03/06 19.4568 Buy 17,200 02/06/06 19.4471 Buy 31,900 02/08/06 19.3886 Buy 9,300 02/09/06 19.5183 Buy 33,600 02/13/06 19.4685 Buy 68,100 02/14/06 19.5387 Buy 32,900 02/15/06 19.6410 Buy 30,000 03/01/06 19.9024 Buy 19,800 03/07/06 19.8846 Buy 25,200 03/08/06 19.8854 Buy 6,500 03/09/06 19.9822 Buy 64,200 03/10/06 19.9879 Buy 12,700 03/13/06 19.9850 Buy 22,500 03/14/06 20.0925 Buy 2,100 03/14/06 20.0698 Buy 16,400 03/15/06 20.1656 Buy 1,500 03/24/06 20.2985 Buy 31,200 03/30/06 20.2727 Buy 9,300 03/31/06 20.3070 Buy 19,000 04/03/06 20.3504 Buy 21,500 04/04/06 20.4136 Buy 65,500 04/05/06 20.5568 Buy 115,800 04/05/06 20.5550 Buy 1,900 04/06/06 20.5676 Sell 800 04/06/06 20.6009 Buy 3,200 04/07/06 20.5028 Buy 7,400 04/10/06 20.4461 Buy 20,400 04/11/06 20.2968 Buy 30,400 04/12/06 20.3140 Buy 16,300 04/13/06 20.2925 Buy 58,300 04/17/06 20.2629 Buy 37,200 04/18/06 20.3394 Buy 46,600 04/19/06 20.5013 Buy 38,800 04/20/06 20.5273 Buy 29,000 04/21/06 20.5664 Buy 40,500 04/24/06 20.5094 Buy 5,200 04/25/06 20.4547 Buy 21,300 04/26/06 20.5862 Buy 29,300 04/27/06 20.5772 Buy 22,100 04/28/06 20.5514 Buy 10,500 05/01/06 20.6084 Buy 27,300 05/02/06 20.5953 Buy 400,000 05/04/06 20.5625 Buy 30,000 05/04/06 20.5189 Buy 24,500 05/05/06 20.6690 I-3 Transaction Quantity Date Price ($) - ----------- -------- ---- --------- Sell 5,300 05/05/06 20.6635 Sell 900 05/05/06 20.6594 Buy 39,800 05/08/06 20.6475 Buy 59,300 05/15/06 20.0425 Buy 20,100 05/16/06 20.1099 Buy 34,400 05/17/06 19.8080 Buy 42,100 05/18/06 19.7895 Buy 39,500 05/19/06 19.7235 Buy 59,100 05/22/06 19.6808 Buy 22,900 05/23/06 19.7540 Buy 30,000 05/24/06 19.5736 Sell 12,000 06/06/06 19.5978 Sell 500 06/07/06 19.5544 Sell 200 06/08/06 19.2194 Transferred as Gift 200 07/05/06 N/A WESTERN INVESTMENT INSTITUTIONAL PARTNERS LLC Buy 8,100 10/05/04 16.8862 Buy 12,300 10/06/04 16.9117 Buy 5,300 12/03/04 17.9389 Buy 11,900 12/07/04 17.8839 Buy 15,000 12/08/04 17.7830 Buy 14,100 12/09/04 17.8686 Buy 3,000 12/10/04 17.8785 Buy 3,000 12/10/04 17.8585 Buy 42,600 12/10/04 17.8571 Buy 21,100 12/13/04 17.9713 Buy 70,000 12/15/04 18.0466 Buy 3,200 12/22/04 18.0429 Buy 6,400 12/23/04 18.1597 Buy 42,000 12/27/04 18.1635 Buy 22,500 12/29/04 18.1905 Buy 6,000 12/30/04 18.2264 Buy 4,300 12/30/04 18.2279 Buy 400 12/31/04 18.2835 Sell 5,300 03/29/05 17.6185 Sell 11,900 03/29/05 17.6185 Sell 15,000 03/29/05 17.6185 Sell 14,100 03/29/05 17.6185 Sell 42,600 03/29/05 17.6185 Sell 21,100 03/29/05 17.6185 Sell 10,000 03/29/05 17.6185 Sell 1,300 07/21/05 18.4107 Sell 116,300 01/04/06 18.8591* Sell 716,200 01/04/06 18.8593* - ---------- * Shares purchased by Western Investment Activism Partners LLC from Western Investment Institutional Partners LLC. I-4 Transaction Quantity Date Price ($) - ----------- -------- ---- --------- WESTERN INVESTMENT ACTIVISM PARTNERS LLC Buy 2,100 11/02/04 17.0084 Buy 8,500 11/03/04 17.1680 Buy 5,600 11/04/04 17.2500 Buy 52,400 11/04/04 17.3245 Buy 27,600 11/05/04 17.5197 Buy 30,500 11/05/04 17.5075 Buy 700 11/08/04 17.5028 Buy 9,200 11/10/04 17.5350 Buy 5,500 11/11/04 17.5808 Buy 7,500 11/12/04 17.7413 Buy 15,900 11/12/04 17.6966 Buy 19,300 11/15/04 17.7817 Buy 5,400 11/23/04 17.5320 Buy 5,500 12/03/04 17.9445 Buy 8,700 12/06/04 17.8893 Buy 27,100 12/06/04 17.8657 Buy 24,000 12/08/04 17.7823 Buy 20,900 12/13/04 17.9710 Buy 1,800 12/14/04 18.0085 Buy 9,100 12/14/04 18.0289 Buy 3,000 12/16/04 18.1185 Buy 5,400 12/16/04 18.0866 Buy 7,100 12/17/04 18.0631 Buy 9,000 12/23/04 18.1587 Buy 61,000 12/28/04 18.2007 Buy 30,200 12/29/04 18.1908 Buy 6,000 01/03/05 18.2943 Buy 6,000 01/04/05 17.8693 Buy 3,000 02/03/05 17.6802 Buy 9,200 02/04/05 17.7951 Buy 3,600 02/07/05 17.9199 Buy 3,000 02/09/05 17.9302 Sell 300 02/09/05 17.9242 Buy 5,400 02/15/05 18.0863 Buy 198,000 01/03/06 18.6467 Buy 832,500 01/04/06 18.8603* Buy 52,500 01/04/06 18.8811 Buy 14,300 01/05/06 18.9374 Sell 4,200 01/05/06 18.9800 Buy 400,000 01/06/06 19.1605 Buy 1,161,000 01/06/06 19.3298 - ---------- * Shares purchased by Western Investment Activism Partners LLC from Western Investment Institutional Partners LLC. I-5 Transaction Quantity Date Price ($) - ----------- -------- ---- --------- Buy 164,900 01/06/06 19.1342 Sell 1,600 01/06/06 19.1394 WESTERN INVESTMENT TOTAL RETURN MASTER FUND LTD. Buy 44,900 09/27/04 16.4402 Sell 5,700 12/31/04 18.2796 Sell 3,000 12/31/04 18.2796 Sell 1,000 12/31/04 18.2796 Sell 2,100 12/31/04 18.2796 Sell 500 12/31/04 18.2796 Sell 500 12/31/04 18.2796 Sell 600 12/31/04 18.2796 Sell 1,300 12/31/04 18.2796 Sell 500 12/31/04 18.2796 Sell 400 12/31/04 18.2796 Sell 400 12/31/04 18.2796 Sell 1,000 12/31/04 18.2800 Sell 1,700 12/31/04 18.2800 Sell 2,600 12/31/04 18.2800 Sell 500 12/31/04 18.2800 Sell 1,500 12/31/04 18.2800 Sell 1,200 12/31/04 18.2800 Sell 800 12/31/04 18.2800 Sell 2,000 12/31/04 18.2800 Sell 1,200 12/31/04 18.2800 Sell 2,800 12/31/04 18.2800 Sell 500 12/31/04 18.2800 Sell 1,700 12/31/04 18.2800 Sell 500 12/31/04 18.2800 Sell 44,900 12/31/04 18.2800 Buy 1,600 06/08/06 19.3963 Buy 3,300 06/09/06 19.3296 Buy 14,400 06/12/06 19.2739 Buy 9,200 06/13/06 18.8823 Buy 6,600 06/15/06 19.1582 Buy 12,600 06/16/06 19.1948 Buy 3,100 06/19/06 19.0917 Buy 23,100 06/20/06 19.1099 Sell 400 06/21/06 19.2494 Buy 3,500 06/22/06 19.1228 Buy 14,300 06/26/06 19.0804 Buy 16,900 06/27/06 19.0449 Buy 27,600 06/28/06 19.0252 Buy 45,300 06/29/06 19.3292 Buy 45,700 06/30/06 19.4613 Buy 36,600 07/03/06 19.5610 Buy 17,200 07/05/06 19.5003 I-6 Transaction Quantity Date Price ($) - ----------- -------- ---- --------- Buy 6,900 07/06/06 19.5522 Buy 50,600 07/07/06 19.5210 Buy 29,700 07/10/06 19.4460 Buy 16,600 07/11/06 19.4179 Buy 4,000 07/13/06 19.1375 Buy 1,300 07/14/06 18.8919 Buy 53,100 07/17/06 18.9185 Buy 42,400 07/18/06 18.9227 Buy 10,500 07/19/06 19.1424 Buy 29,300 07/19/06 19.2811 Buy 7,100 07/20/06 19.3516 Buy 19,200 07/24/06 19.2967 Sell 3,000 07/24/06 19.2211 Buy 17,900 07/25/06 19.3654 Buy 22,500 07/26/06 19.4883 Buy 12,200 07/27/06 19.6288 Buy 23,100 07/28/06 19.6993 Buy 3,900 07/31/06 19.7273 Buy 7,400 08/01/06 19.6111 Buy 11,700 08/02/06 19.6929 Buy 21,900 08/03/06 19.7309 Buy 6,500 08/08/06 19.6008 Buy 20,300 08/09/06 19.6371 Buy 39,900 08/10/06 19.4416 BENCHMARK PLUS PARTNERS, L.L.C. Buy 1,100 09/07/04 16.6800 Buy 1,900 09/08/04 16.6700 Buy 24,900 09/09/04 16.6491 Buy 20,300 09/13/04 16.7549 Buy 17,200 09/14/04 16.7595 Buy 5,300 09/15/04 16.6670 Buy 9,700 09/16/04 16.6727 Buy 12,700 09/20/04 16.7035 Buy 11,900 09/21/04 16.7356 Buy 300 09/22/04 16.6100 Buy 100 09/23/04 16.5100 Buy 17,100 09/24/04 16.5025 Buy 18,800 09/27/04 16.4260 Buy 17,100 09/28/04 16.4936 Buy 7,000 09/29/04 16.5233 Buy 36,800 09/30/04 16.5586 Buy 32,900 10/01/04 16.7452 Buy 1,900 10/25/04 16.3500 Buy 10,600 10/26/04 16.5300 Buy 11,000 10/27/04 16.7375 Buy 14,400 11/22/04 17.6445 I-7 Transaction Quantity Date Price ($) - ----------- -------- ---- --------- Buy 9,600 11/23/04 17.6415 Buy 11,700 11/24/04 17.7291 Buy 10,300 11/26/04 17.8250 Buy 3,500 11/29/04 17.8229 Buy 3,400 11/30/04 17.7088 Buy 12,700 12/14/04 18.0650 Buy 9,000 02/15/05 18.1029 Buy 3,100 02/16/05 18.1014 Buy 16,625 02/17/05 18.0405 Buy 13,700 02/18/05 18.0168 Buy 29,500 02/22/05 17.8765 Buy 41,200 02/23/05 17.8677 Buy 19,600 02/24/05 17.9110 Buy 10,000 02/25/05 18.1343 Buy 13,200 02/28/05 18.0367 Buy 8,300 03/01/05 18.1270 Buy 18,700 03/02/05 18.1543 Buy 2,000 03/02/05 18.1300 Buy 800 03/03/05 18.1750 Buy 12,300 03/03/05 18.1712 Buy 15,400 03/04/05 18.3163 Buy 13,000 03/07/05 18.4154 Buy 10,900 03/08/05 18.3435 Buy 7,000 03/09/05 18.2186 Buy 4,000 03/10/05 18.1409 Buy 4,000 03/11/05 18.1417 Buy 4,900 03/14/05 18.0937 Buy 1,700 03/15/05 18.1881 Buy 2,900 03/23/05 17.5895 Buy 3,600 03/24/05 17.6830 Buy 11,300 03/28/05 17.6806 Buy 7,500 03/29/05 17.6043 Buy 11,900 03/30/05 17.6705 Buy 5,100 03/31/05 17.7907 Buy 3,900 04/01/05 17.6739 Buy 6,500 04/04/05 17.6396 Buy 4,300 04/05/05 17.8015 Buy 1,800 04/06/05 17.9002 Buy 2,500 04/07/05 17.9313 Buy 1,800 04/08/05 17.8366 Buy 3,100 04/11/05 17.7921 Buy 5,500 04/12/05 17.7106 Buy 2,500 04/13/05 17.7822 Buy 12,600 04/14/05 17.6489 Buy 5,700 04/15/05 17.4753 Buy 700 04/18/05 17.2760 Buy 26,400 04/21/05 17.3440 I-8 Transaction Quantity Date Price ($) - ----------- -------- ---- --------- Buy 4,900 04/22/05 17.3303 Buy 31,700 04/25/05 17.4545 Buy 17,300 04/26/05 17.4420 Buy 17,800 04/27/05 17.2971 Buy 17,600 04/29/05 17.3154 Buy 3,600 05/02/05 17.4098 Buy 1,800 05/03/05 17.4200 Buy 7,200 05/04/05 17.5924 Buy 17,800 05/05/05 17.6490 Buy 5,000 05/06/05 17.6689 Buy 14,800 05/09/05 17.6438 Buy 20,500 05/10/05 17.5859 Buy 27,100 05/11/05 17.5609 Buy 33,600 05/12/05 17.5536 Buy 29,200 05/13/05 17.4242 Buy 58,400 05/16/05 17.4859 Buy 48,000 05/17/05 17.5502 Buy 10,700 05/18/05 17.7169 Buy 24,000 05/27/05 17.9496 Buy 19,700 05/31/05 17.8876 Buy 17,900 06/01/05 17.9896 Buy 1,900 06/02/05 17.9994 Buy 3,250 06/03/05 18.0011 Buy 500 06/07/05 18.0594 Buy 1,400 06/09/05 17.9495 Buy 4,700 06/10/05 17.9077 Buy 6,500 06/13/05 17.9750 Buy 5,500 06/14/05 17.9682 Buy 2,600 06/15/05 17.9993 Buy 5,200 06/16/05 18.0634 Buy 7,600 06/17/05 18.1829 Buy 6,200 06/20/05 18.1638 Buy 16,100 06/21/05 18.1730 Buy 17,000 06/22/05 18.1789 Buy 23,000 06/23/05 18.1218 Buy 5,000 06/24/05 17.9375 Buy 1,300 06/27/05 17.8266 Buy 4,100 07/05/05 17.8661 Buy 700 07/06/05 17.8917 Buy 3,000 07/07/05 17.8001 Buy 4,200 07/08/05 17.9972 Buy 4,900 07/11/05 18.1280 Buy 4,200 07/12/05 18.1842 Buy 9,800 07/13/05 18.1949 Buy 2,800 07/15/05 18.2989 Buy 2,600 07/20/05 18.3866 Buy 1,100 07/27/05 18.4300 I-9 Transaction Quantity Date Price ($) - ----------- -------- ---- --------- Buy 5,700 07/28/05 18.5230 Buy 1,200 08/01/05 18.4268 Buy 5,000 08/02/05 18.5069 Buy 600 08/04/05 18.4879 Buy 3,200 08/09/05 18.4103 Buy 6,500 08/10/05 18.5466 Buy 800 08/11/05 18.4636 Buy 1,000 09/09/05 18.4800 Buy 3,000 09/19/05 18.2570 Buy 13,000 03/01/06 19.9024 Buy 19,500 03/03/06 20.0710 Buy 2,100 03/06/06 20.0300 Buy 46,000 03/14/06 20.0925 Buy 7,500 03/17/06 20.3200 Buy 13,200 03/20/06 20.2923 Buy 1,000 03/20/06 20.3050 Buy 5,000 03/21/06 20.2962 Buy 17,000 03/27/06 20.2796 Buy 13,900 03/28/06 20.3101 Buy 23,100 03/29/06 20.3029 Buy 2,600 03/29/06 20.3088 Buy 7,200 03/31/06 20.2826 Buy 6,500 04/03/06 20.3516 Buy 20,200 05/24/06 19.4931 Buy 5,100 05/25/06 19.6645 Buy 400 05/30/06 19.7900 Buy 6,700 05/31/06 19.6307 Buy 9,300 06/02/06 19.9484 BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C. Buy 17,000 03/10/05 18.1409 Buy 15,800 03/11/05 18.1417 Buy 19,400 03/14/05 18.0937 Buy 6,600 03/15/05 18.1881 Buy 200 03/16/05 17.9400 Buy 11,400 03/23/05 17.5895 Buy 14,600 03/24/05 17.6830 Buy 44,000 03/28/05 17.6806 Buy 29,800 03/29/05 17.6043 Buy 120,000 03/29/05 17.6209 Buy 47,700 03/30/05 17.6705 Buy 20,200 03/31/05 17.7907 Buy 15,400 04/01/05 17.6739 Buy 25,600 04/04/05 17.6396 Buy 17,200 04/05/05 17.8015 Buy 7,300 04/06/05 17.9002 Buy 10,200 04/07/05 17.9313 I-10 Transaction Quantity Date Price ($) - ----------- -------- ---- --------- Buy 7,200 04/08/05 17.8366 Buy 12,500 04/11/05 17.7921 Buy 21,800 04/12/05 17.7106 Buy 9,900 04/13/05 17.7822 Buy 29,300 04/14/05 17.6489 Buy 22,700 04/15/05 17.4753 Buy 31,300 04/18/05 17.2760 Buy 8,000 04/21/05 17.3440 Buy 2,200 04/22/05 17.3303 Buy 10,600 04/25/05 17.4545 Buy 5,700 04/26/05 17.4420 Buy 6,000 04/27/05 17.2971 Buy 5,800 04/29/05 17.3154 Buy 1,200 05/02/05 17.4098 Buy 600 05/03/05 17.4200 Buy 1,800 05/04/05 17.5924 Buy 4,400 05/05/05 17.6490 Buy 1,200 05/06/05 17.6689 Buy 3,700 05/09/05 17.6438 Buy 5,100 05/10/05 17.5859 Buy 19,700 05/31/05 17.8876 Buy 17,900 06/01/05 17.9896 Buy 10,500 06/02/05 17.9994 Buy 4,250 06/03/05 18.0011 Buy 7,000 06/06/05 17.9114 Buy 3,000 06/07/05 18.0594 Buy 6,500 06/08/05 17.9800 Buy 7,700 06/09/05 17.9495 Buy 26,900 06/10/05 17.9077 Buy 36,600 06/13/05 17.9750 Buy 31,000 06/14/05 17.9682 Buy 14,600 06/15/05 17.9993 Buy 20,800 06/16/05 18.0634 Buy 31,300 06/17/05 18.1829 Buy 24,800 06/20/05 18.1638 Buy 64,500 06/21/05 18.1730 Buy 69,500 06/22/05 18.1789 Buy 84,300 06/23/05 18.1218 Buy 20,600 06/24/05 17.9375 Buy 5,100 06/27/05 17.8266 Buy 1,300 07/01/05 17.7731 Buy 16,600 07/05/05 17.8661 Buy 2,900 07/06/05 17.8917 Buy 11,100 07/07/05 17.8001 Buy 9,000 07/08/05 17.9972 Buy 19,500 07/11/05 18.1280 Buy 16,900 07/12/05 18.1842 I-11 Transaction Quantity Date Price ($) - ----------- -------- ---- --------- Buy 39,000 07/13/05 18.1949 Buy 300 07/14/05 18.2800 Buy 11,300 07/15/05 18.2989 Buy 10,500 07/20/05 18.3866 Buy 3,300 07/27/05 18.4300 Buy 22,800 07/28/05 18.5230 Buy 4,800 08/01/05 18.4268 Buy 19,800 08/02/05 18.5069 Buy 700 08/03/05 18.4700 Buy 2,200 08/04/05 18.4879 Buy 12,800 08/09/05 18.4103 Buy 26,200 08/10/05 18.5466 Buy 3,100 08/11/05 18.4636 Buy 1,600 08/17/05 18.3700 Buy 1,400 08/18/05 18.3300 Buy 200 08/22/05 18.3900 Buy 200 09/06/05 18.2800 Buy 1,000 09/09/05 18.4800 Buy 600 09/16/05 18.3700 Buy 12,200 09/19/05 18.2570 Buy 17,500 02/16/06 19.7394 Buy 6,800 02/17/06 19.8256 Buy 9,800 02/21/06 19.8003 Buy 16,600 02/22/06 19.8837 Buy 7,900 02/23/06 19.9168 Buy 5,700 02/24/06 19.8868 Buy 27,000 02/27/06 19.9745 Buy 16,400 05/26/06 19.8188 Buy 27,600 06/01/06 19.8313 Buy 9,300 06/02/06 19.9484 ARTHUR D. LIPSON Buy 1,000 12/02/05 18.7613 Transferred as Gift 100 02/24/06 N/A ELYSE NAKAJIMA Received as Gift 100 02/24/06 N/A PAUL DEROSA Received as Gift 100 07/05/06 N/A DAVID B. FORD Received as Gift 100 07/05/06 N/A I-12 PURCHASES AND SALES IN THE PREFERRED STOCK OF TRI-CONTINENTAL DURING THE PAST TWO YEARS WESTERN INVESTMENT ACTIVISM PARTNERS LLC Transaction Quantity Date Price ($) - ----------- -------- ---- --------- Buy 200 07/21/06 42.0585 Buy 300 07/26/06 41.9600 Buy 500 08/02/06 42.2265 Buy 100 08/07/06 42.2700 Buy 1,900 08/09/06 42.2137 I-13 SCHEDULE II ----------- THE FOLLOWING TABLE IS DERIVED FROM THE COMPANY'S PROXY STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 27, 2006 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The table below sets forth the beneficial ownership of (1) each person known by the Company to be the beneficial owner of more than 5% of the outstanding shares of the Company's common stock as of July 11, 2006, and (2) each director and executive officer of the Company as of June 30, 2006. Each person had sole or shared voting or dispositive powers with respect to such shares. Number of Common Shares Owned Name (Rounded) Percentage Owned - ----------------------------------------- ------------- ---------------- John R. Galvin 1,174 * Alice S. Ilchman 7,442 * Betsy S. Michel 2,282 * Frank A. McPherson 56,425 * William C. Morris 118,225 * Leroy C. Richie 1,000 * Robert L. Shafer 3,066 * James N. Whitson 34,071 * Brian T. Zino 45,119 * John B. Cunningham 2,500 * Michael F. McGarry 1,250 * Charles W. Kadlec 7,595 * Frank J. Nasta 1,041 * Marco Acosta 2,649 * A Group consisting of Western Investment 9,855,541 9.32% LLC and including 14 other members(1) - -------------- * LESS THAN 1% (1) The Group consists of Western Investment LLC, Arthur D. Lipson, 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., Scott Franzblau, Robert Ferguson, Michael Dunmire, Paul DeRosa, David B. Ford and Elyse Nakajima. II-1 IMPORTANT Tell your Board what you think! Your vote is important. No matter how many Shares you own, please give Western Investment your proxy FOR the election of Western Investment's Nominees and AGAINST the Charter amendment proposal described in this proxy statement by voting your Shares by telephone or Internet as described in the enclosed GOLD proxy card or by signing and dating the enclosed GOLD proxy card, and returning it in the postage-paid envelope provided. If any of your Shares are held in the name of a brokerage firm, bank, bank nominee or other institution, only it can vote such Shares and only upon receipt of your specific instructions. Accordingly, please contact the person responsible for your account and instruct that person to execute the GOLD proxy card representing your Shares. 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. Western Investment urges you to confirm in writing your instructions to Western Investment in care of Innisfree M&A Incorporated at the address provided below so that Western Investment will be aware of all instructions given and can attempt to ensure that such instructions are followed. IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE VOTING YOUR SHARES, PLEASE CALL: INNISFREE M&A INCORPORATED 501 MADISON AVENUE, 20TH FLOOR NEW YORK, NY 10022 STOCKHOLDERS CALL TOLL-FREE AT: (877) 456-3510 BANKS AND BROKERS CALL COLLECT AT: (212) 750-5833 PRELIMINARY COPY SUBJECT TO COMPLETION DATED AUGUST 11, 2006 PLEASE VOTE TODAY! SEE REVERSE SIDE FOR THREE EASY WAYS TO VOTE. TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE - -------------------------------------------------------------------------------- PREFERRED STOCK TRI-CONTINENTAL CORPORATION SPECIAL MEETING OF STOCKHOLDERS THIS PROXY IS SOLICITED ON BEHALF OF WESTERN INVESTMENT HEDGED PARTNERS L.P. THE BOARD OF DIRECTORS OF TRI-CONTINENTAL CORPORATION IS NOT SOLICITING THIS PROXY The undersigned appoints Arthur D. Lipson and Scott Franzblau, and each of them, as the undersigned's attorneys and agents with full power of substitution to vote all shares of preferred stock of Tri-Continental Corporation (the "Company") which the undersigned would be entitled to vote if personally present at the special meeting of stockholders of the Company (the "special meeting") scheduled to be held at the offices of Venable LLP, 2 Hopkins Plaza, 18th Floor, Baltimore, Maryland 21202, on September 28, 2006 at 9:30 a.m., and including at any adjournments or postponements thereof and at any meeting called in lieu thereof. The undersigned hereby revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of preferred stock of the Company held by the undersigned, and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes, or any of them may lawfully take by virtue hereof. If properly executed, this Proxy will be voted as directed on the reverse and in the discretion of such attorneys and proxies and their substitutes with respect to any other matters as may properly come before the special meeting. IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1 AND AGAINST PROPOSAL 2. This Proxy will be valid until the sooner of one year from the date indicated on the reverse side and the completion of the special meeting. IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY! CONTINUED AND TO BE SIGNED ON REVERSE SIDE GOLD PROXY TRI-CONTINENTAL CORPORATION SOLICITATION OF PROXIES BY WESTERN INVESTMENT HEDGED PARTNERS L.P. YOUR VOTE IS IMPORTANT Please take a moment now to vote your shares of Tri-Continental Corporation preferred stock for the upcoming Special Meeting of Stockholders. PLEASE REVIEW THE PROXY STATEMENT AND VOTE TODAY IN ONE OF THREE WAYS: ----- 1. VOTE BY TELEPHONE - Please call toll-free from the U.S. or Canada at 1-XXX-XXX-XXXX, on a touch-tone telephone. If outside the U.S. or Canada, call 1-XXX-XXX-XXXX. Please follow the simple recorded instructions. You will be required to provide the unique control number shown below. OR 2. VOTE BY INTERNET - Please ACCESS HTTPS://WWW.PROXYVOTENOW.COM/TY, and follow the simple instructions. Please note you must type an "s" after http. You will be required to provide the unique control number shown below. -------------------------------------- CONTROL NUMBER: -------------------------------------- - --------------------------------------------------------------------------------------------------------------------- You may vote by telephone or Internet 24 hours a day, 7 days a week. Your telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you had marked, signed and returned a proxy card. - --------------------------------------------------------------------------------------------------------------------- OR 3. VOTE BY MAIL - If you do not wish to vote by telephone or over the Internet, please sign, date and return the GOLD proxy card in the envelope provided, or mail to: Western Investment Hedged Partners L.P., c/o Innisfree M&A Incorporated, FDR Station, P.O. Box 5155, New York, NY 10150-5155. TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE - --------------------------------------------------------------------------------------------------------------------- GOLD PROXY CARD PREFERRED STOCK WESTERN INVESTMENT HEDGED PARTNERS L.P. ("WESTERN") RECOMMENDS A VOTE FOR PROPOSAL 1 AND AGAINST PROPOSAL 2. --- ------- 1. Western's proposal to elect its slate of director nominees, each to hold office until the 2009 annual meeting of the Company's stockholders and until their successors are elected and qualify. Nominees: Arthur D. Lipson, FOR ALL WITHHOLD AUTHORITY TO FOR ALL EXCEPT NOMINEE(S) WRITTEN Paul DeRosa, David B. Ford NOMINEES VOTE FOR ALL NOMINEES BELOW [ ] [ ] _________________________________ _________________________________ 2. The Company's proposal to approve an amendment to the Company'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 FOR AGAINST ABSTAIN to be cast at a stockholder meeting constitutes a quorum, unless a [ ] [ ] [ ] higher percentage is specified in the Bylaws of the Company. 3. To vote and otherwise represent the undersigned on any other matter that may properly come before the special meeting or any adjournment or postponement thereof, including voting on adjournment of the special meeting with respect to one or more matters in the discretion of the proxy holder. DATE: ----------------------------- ------------------------------------ (Signature) ------------------------------------ (Signature, if held jointly) ------------------------------------ (Title) WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC. SHOULD INDICATE THE CAPACITY IN WHICH SIGNING. PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY. PRELIMINARY COPY SUBJECT TO COMPLETION DATED AUGUST 11, 2006 PLEASE VOTE TODAY! SEE REVERSE SIDE FOR THREE EASY WAYS TO VOTE. TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE - -------------------------------------------------------------------------------- COMMON STOCK TRI-CONTINENTAL CORPORATION SPECIAL MEETING OF STOCKHOLDERS THIS PROXY IS SOLICITED ON BEHALF OF WESTERN INVESTMENT HEDGED PARTNERS L.P. THE BOARD OF DIRECTORS OF TRI-CONTINENTAL CORPORATION IS NOT SOLICITING THIS PROXY The undersigned appoints Arthur D. Lipson and Scott Franzblau, and each of them, as the undersigned's attorneys and agents with full power of substitution to vote all shares of common stock of Tri-Continental Corporation (the "Company") which the undersigned would be entitled to vote if personally present at the special meeting of stockholders of the Company (the "special meeting") scheduled to be held at the offices of Venable LLP, 2 Hopkins Plaza, 18th Floor, Baltimore, Maryland 21202, on September 28, 2006 at 9:30 a.m., and including at any adjournments or postponements thereof and at any meeting called in lieu thereof. The undersigned hereby revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of common stock of the Company held by the undersigned, and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes, or any of them may lawfully take by virtue hereof. If properly executed, this Proxy will be voted as directed on the reverse and in the discretion of such attorneys and proxies and their substitutes with respect to any other matters as may properly come before the special meeting. IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1 AND AGAINST PROPOSAL 2. This Proxy will be valid until the sooner of one year from the date indicated on the reverse side and the completion of the special meeting. IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY! CONTINUED AND TO BE SIGNED ON REVERSE SIDE GOLD PROXY TRI-CONTINENTAL CORPORATION SOLICITATION OF PROXIES BY WESTERN INVESTMENT HEDGED PARTNERS L.P. YOUR VOTE IS IMPORTANT Please take a moment now to vote your shares of Tri-Continental Corporation common stock for the upcoming Special Meeting of Stockholders. PLEASE REVIEW THE PROXY STATEMENT AND VOTE TODAY IN ONE OF THREE WAYS: ----- 1. VOTE BY TELEPHONE - Please call toll-free from the U.S. or Canada at 1-XXX-XXX-XXXX, on a touch-tone telephone. If outside the U.S. or Canada, call 1-XXX-XXX-XXXX. Please follow the simple recorded instructions. You will be required to provide the unique control number shown below. OR 2. VOTE BY INTERNET - Please ACCESS HTTPS://WWW.PROXYVOTENOW.COM/TY, and follow the simple instructions. Please note you must type an "s" after http. You will be required to provide the unique control number shown below. -------------------------------------- CONTROL NUMBER: -------------------------------------- - --------------------------------------------------------------------------------------------------------------------- You may vote by telephone or Internet 24 hours a day, 7 days a week. Your telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you had marked, signed and returned a proxy card. - --------------------------------------------------------------------------------------------------------------------- OR 3. VOTE BY MAIL - If you do not wish to vote by telephone or over the Internet, please sign, date and return the GOLD proxy card in the envelope provided, or mail to: Western Investment Hedged Partners L.P., c/o Innisfree M&A Incorporated, FDR Station, P.O. Box 5155, New York, NY 10150-5155. TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE - --------------------------------------------------------------------------------------------------------------------- GOLD PROXY CARD COMMON STOCK WESTERN INVESTMENT HEDGED PARTNERS L.P. ("WESTERN") RECOMMENDS A VOTE FOR PROPOSAL 1 AND AGAINST PROPOSAL 2. --- ------- 1. Western's proposal to elect its slate of director nominees, each to hold office until the 2009 annual meeting of the Company's stockholders and until their successors are elected and qualify. Nominees: Arthur D. Lipson, FOR ALL WITHHOLD AUTHORITY TO FOR ALL EXCEPT NOMINEE(S) WRITTEN Paul DeRosa, David B. Ford NOMINEES VOTE FOR ALL NOMINEES BELOW [ ] [ ] _________________________________ _________________________________ 2. The Company's proposal to approve an amendment to the Company'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 FOR AGAINST ABSTAIN to be cast at a stockholder meeting constitutes a quorum, unless a [ ] [ ] [ ] higher percentage is specified in the Bylaws of the Company. 3. To vote and otherwise represent the undersigned on any other matter that may properly come before the special meeting or any adjournment or postponement thereof, including voting on adjournment of the special meeting with respect to one or more matters in the discretion of the proxy holder. DATE: ----------------------------- ------------------------------------ (Signature) ------------------------------------ (Signature, if held jointly) ------------------------------------ (Title) WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC. SHOULD INDICATE THE CAPACITY IN WHICH SIGNING. PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY.
- Company Dashboard
- Filings
-
PREC14A Filing
Western Investment Inactive PREC14APreliminary proxy with contested solicitation
Filed: 11 Aug 06, 12:00am