SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant | | Filed by a Party other than the Registrant |X| Check the appropriate box: | | Preliminary Proxy Statement | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | | Definitive Proxy Statement |X| Definitive Additional Materials | | Soliciting Material Under Rule 14a-12 TRI-CONTINENTAL CORPORATION - -------------------------------------------------------------------------------- (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: - -------------------------------------------------------------------------------- Western Investment Hedged Partners L.P. ("Western Investment") is filing materials contained in this Schedule 14A with the Securities and Exchange Commission relating to a proxy statement and accompanying proxy cards to be used in connection with the special meeting of stockholders of Tri-Continental Corporation (the "Company") scheduled to be held on September 28, 2006 (the "Annual Meeting") to solicit votes in support of the election of Western Investment's slate of director nominees and against certain of the Company's proposals at the special meeting. Item 1: On or about August 22, 2006, Western Investment mailed the following letter to stockholders of the Company: VERY IMPORTANT VOTE: AN OPPORTUNITY TO RESTORE TRI-CONTINENTAL'S PREMIER INVESTMENT REPUTATION August 22, 2006 Dear Stockholders of Tri-Continental Corporation: I write to you as a fellow investor in Tri-Continental. We are all interested in protecting our investment. The proxy statement included with this mailing sets forth the reasons why, on behalf of a group of concerned long-term Tri-Continental stockholders, we oppose both the director slate put forward by the Company and the Company's proposal to amend its charter to reduce the quorum requirement to one-third, which would permit a small minority of stockholders the ability to approve actions on behalf of all stockholders. We have nominated a slate of outstanding nominees as an alternative to management's slate. As you probably know, at the 2006 Annual Meeting neither our nor the Company's nominees received enough votes to be elected. We were upset to learn that, for what we believe to be no compelling reason, the current Tri-Continental Board has decided to call an unnecessary Special Meeting for the election of three directors. Tri-Continental has estimated that it will spend in excess of $1,400,000 of stockholder money on this unnecessary meeting and election. The Company's action has compelled us to offer stockholders an alternative to its nominees. This election will likely affect the direction of Tri-Continental for years to come. We have proposed a slate of three outstanding world-class investors as nominees for election at the Special Meeting. We believe the election of our slate is in the best interests of all stockholders. We believe that the large discount to net asset value that Tri-Continental's stock trades at is a reflection of investor disappointment and lack of confidence in J. & W. Seligman & Co. Incorporated's management. Electing our highly experienced nominees, with proven track records of success in supervising the investment management process will, in our opinion, send a clear message that the enormous discount to net asset value is unacceptable. If elected, our nominees will, if necessary, consider additional market purchases or self-tenders to reduce the discount to below 5%. To assist you in evaluating the candidates for election, we ask that you consider the following factors when deciding whom to support at the Special Meeting. WESTERN INVESTMENT'S NOMINEES Relationship with Professional Investment Experience Seligman - ----------------------------------------------------------------------------------------------------- PAUL DEROSA o Principal of Mt. Lucas Management Corporation with None close to $2 billion under investment o Previously worked at Citibank, including managing its proprietary bond portfolio o Holder of Ph.D. in Economics from Columbia University DAVID B. FORD o Goldman Sachs co-head of Global Asset Management, None 1994 to 2003 o Partner/managing director The Goldman Sachs Group, Inc. 1986-2003 ARTHUR D. LIPSON o Previously headed fixed income research for Lehman None Brothers and for Paine Webber o Created the Lehman Brothers bond indices o Successfully managed private investment partnerships, including the Western Investment funds, since 1995 THE INCUMBENTS Professional Investment Experience (Publicly Disclosed in Relationship with Company's proxy statement) Seligman - ----------------------------------------------------------------------------------------------------- WILLIAM MORRIS o None, other than Tri-Continental and Seligman Director/trustee of 24 Seligman-managed funds JOHN R. GALVIN o None, other than serving on boards of other Director/trustee of 24 Seligman-managed funds Seligman-managed funds ROBERT L. SHAFER o None, other than serving on boards of other Director/trustee of 24 Seligman-managed funds Seligman-managed funds I am gravely concerned by Tri-Continental's performance under the management of Seligman and the leadership of William Morris, the Chairman of both Tri-Continental and Seligman. In spite of the disappointing returns produced over the past 15 years by Seligman and the legal challenges facing Seligman due to the investigation of Seligman for apparent fraudulent market timing practices - an investigation in which William Morris is named as a respondent - and the investigation into whether Seligman engaged in fraud relating to the advisory fees paid to it, the current Tri-Continental Board has consistently voted to retain Seligman as Tri-Continental's investment manager and approve the management fees payable to Seligman. The New York Attorney General is currently investigating apparent fraudulent conduct involving Seligman. The investigations concern apparent fraudulent market timing practices involving Seligman funds and whether Seligman committed fraud in respect of the advisory fees and expenses it received from Seligman funds. The market timing investigation concerns 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 stockholders in the Seligman funds affected. The New York Attorney General has estimated that the harm or "dilution" suffered by Seligman stockholders in the funds affected is in excess of $80 million. IN LIGHT OF THESE ALLEGATIONS AGAINST SELIGMAN AND MR. MORRIS, EVERY STOCKHOLDER MUST QUESTION THE JUDGMENT AND INDEPENDENCE OF THE DIRECTORS WHO YET AGAIN NOMINATED MR. MORRIS FOR REELECTION AS A DIRECTOR. THE TRI-CONTINENTAL BOARD'S FAILURE TO DEMAND THE HIGHEST STANDARDS OF ETHICS AND INVESTMENT PERFORMANCE FROM SELIGMAN MAKES US WONDER HOW COMMITTED IT IS TO PROTECTING STOCKHOLDERS. Your vote at the September 28, 2006 Special Meeting will decide whether "business as usual" will continue under the lackluster and LEGALLY TROUBLED management of Seligman, or if stockholders will issue a mandate for change by electing our nominees to the Tri-Continental Board. Please carefully read the enclosed proxy materials. We urge you to sign, date and return the GOLD proxy today, voting to install three truly independent stockholder representatives to the nine-member board. THE LATEST DATED PROXY YOU RETURN WILL BE THE ONLY ONE COUNTED, SO EVEN IF YOU HAVE ALREADY VOTED, YOU HAVE EVERY LEGAL RIGHT TO CHANGE YOUR VOTE AND SUPPORT OUR SLATE WITH THE ENCLOSED GOLD CARD. Thank you. Very truly yours, /s/ Arthur D. Lipson Western Investment Hedged Partners L.P. IF YOU HAVE ANY QUESTIONS, OR NEED ASSISTANCE IN VOTING YOUR SHARES, PLEASE CALL INNISFREE M&A INCORPORATED, TOLL-FREE AT (877) 456-3510. (BANKS AND BROKERS MAY CALL COLLECT AT (212) 750-5833). CERTAIN INFORMATION CONCERNING WESTERN INVESTMENT Western Investment Hedged Partners L.P. ("Western Investment"), together with the other Participants (as defined below), has made a filing with the SEC of a proxy statement (the "Proxy Statement") and accompanying proxy cards to be used, among other things, to solicit votes in support of the election of the Participants' slate of director nominees and against certain of Tri-Continental Corporation's (the "Company") proposals at the special meeting (the "special meeting") of the Company scheduled for September 28, 2006. Western Investment advises all stockholders of the Company to read the Proxy Statement and other proxy materials relating to the special meeting as they become available because they contain important information. Such proxy materials are available at no charge on the SEC's web site at http://www.sec.gov. In addition, the Participants in the solicitation will provide copies of the proxy materials, without charge, upon request. Requests for copies should be directed to the Participants' proxy solicitor, Innisfree M&A Incorporated, at its toll-free number: (877) 456-3510 or by e-mail at: mbrinn@innisfreema.com. The Participants in the proxy solicitation are Western Investment, Western Investment LLC, Arthur D. Lipson, Western Investment Activism Partners LLC, Western Investment Total Return Master Fund Ltd., Benchmark Plus Institutional Partners, L.L.C., Benchmark Plus Partners, L.L.C., Benchmark Plus Management, L.L.C., Paradigm Partners, N.W., Inc., Scott Franzblau, Robert Ferguson, Michael Dunmire, Paul DeRosa, David B. Ford and Elyse Nakajima (the "Participants"). Information regarding the Participants and their direct or indirect interests is available in the Schedule 13D jointly filed with the SEC on January 6, 2006, as subsequently amended on January 10, 2006, February 15, 2006, March 3, 2006, May 12, 2006, and July 12, 2006, and the Proxy Statement.
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DFAN14A Filing
Western Investment Inactive DFAN14AAdditional proxy materials by non-management
Filed: 22 Aug 06, 12:00am