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 2 Western Investment Hedged Partners L.P. together with the other Participants (as defined below) ("Western Investment") is filing materials contained in this Schedule 14A with the Securities and Exchange Commission relating to the definitive proxy statement and accompanying proxy cards filed with the Securities and Exchange Commission on August 22, 2006 and 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 "special 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. Western Investment urges stockholders to read its definitive proxy statement because it contains important information. Item 1: On or about September 12, 2006, Western Investment mailed the following letter to stockholders of the Company: September 12, 2006 Dear Fellow Stockholder: THE UPCOMING SPECIAL MEETING OF TRI-CONTINENTAL CORPORATION IS YOUR OPPORTUNITY TO ELECT TRULY INDEPENDENT DIRECTORS. WHO DO YOU TRUST? OUR INDEPENDENT NOMINEES OR SELIGMAN'S HAND-PICKED SLATE? Enron, Worldcom and Tyco. Option timing investigations. Corporate boards have too often failed to prevent and/or disclose abuses. Whom do you want to entrust with the future oversight of your investment dollars? It's not a rhetorical question, especially for Tri-Continental investors. In our opinion, the value of your shares may depend upon it. WHAT IS SELIGMAN TRYING TO COVER UP? J. & W. Seligman & Co. Incorporated ("Seligman"), Tri-Continental's investment manager, is currently under investigation by both the United States Securities and Exchange Commission and the Office of the Attorney General of the State of New York. 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, in an attempt to block the Attorney General's Office on procedural grounds, Seligman has filed suit in federal court seeking to stop the Attorney General's Office from pursuing its inquiry as to the advisory fees paid by the Seligman group of funds to Seligman. WHAT IS SELIGMAN HIDING? AS MORNINGSTAR RECENTLY NOTED, "WHEN ANY FIRM IS EMBROILED IN A TOE-TO-TOE SHOWDOWN WITH BOTH THE SEC AND A STATE ATTORNEY GENERAL, THAT CASTS A DARK CLOUD OF UNCERTAINTY OVER SAID FIRM." PENDING INVESTIGATION: Seligman has already made payments to affected open-end funds in the amount of approximately $2 million and briefly modestly reduced the management fee it charges another fund in connection with its "market timing" activities. The Attorney General believes this "restitution" to be wholly inadequate, and that the "dilution" these activities caused to be "over $80 million". THE ACTIVITIES IN QUESTION WOULD HAVE PROFITED SELIGMAN AND PARTICULARLY MR. MORRIS, OWNER OF APPROXIMATELY 75% OF SELIGMAN, BY INCREASING ITS MANAGEMENT FEE INCOME - BUT WOULD HAVE HURT HOLDERS BY INCREASING TRANSACTION EXPENSES AND MANAGEMENT OVERHEAD, THUS IMPACTING INVESTMENT PERFORMANCE. MORNINGSTAR "F" RATING: Morningstar, the well-respected rating company for mutual funds, recently rated the Seligman family of open-end mutual funds with an "F" for corporate governance, the lowest possible grade. Morningstar noted that Seligman's communications to shareholders have been "largely superficial and haven't been as timely as they could have been." Morningstar recommended that investors "proceed with caution" concerning an investment in Seligman open-end mutual funds. INDEPENDENCE: ASK YOURSELF WHY THE TRI-CONTINENTAL BOARD IS SPENDING MILLIONS OF DOLLARS OF YOUR MONEY TO STOP INDEPENDENT DIRECTORS FROM JOINING THE BOARD? Our nominees are COMPLETELY INDEPENDENT of Seligman and Mr. Morris. As directors, we would have a fiduciary duty to put the interests of Tri-Continental stockholders first - not the interest of its money manager Seligman or anyone else. We are professionals who have each achieved remarkable success in our fields. We did not do so by cutting ethical corners, and we certainly have no reason to start now. IS SELIGMAN TRYING TO ENTRENCH ITSELF? If the quorum is lowered to one-third (1/3) of all of the votes entitled to be cast, as the Tri-Continental board has proposed in proposal no. 2 at the Special Meeting, directors might be elected and important proposals passed 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 an action should be approved. It is too easy for management to get its way by courting a minority of stockholders who share its views, leading to a possible perpetuation of bad policies without true stockholder representation. EXPERIENCE: WHY IS TRI-CONTINENTAL'S BOARD AFRAID TO HAVE EXPERIENCED MONEY MANAGERS ON ITS BOARD. COULD IT BE THAT EXPERIENCED MONEY MANAGERS WOULD NOT TOLERATE SELIGMAN'S PERFORMANCE FOR TRI-CONTINENTAL? The current board does not have a single member with professional investment money management experience outside of the Seligman boardroom. Mr. Morris WAS with Lehman Brothers years ago, but did not serve as an investment manager. Our nominees, on the other hand, together have over 58 years of hands-on investment management and/or investment research experience - experience and achievement at the highest levels of the industry: o PAUL DEROSA: 24 YEARS PROFESSIONAL INVESTMENT MANAGEMENT EXPERIENCE. Former head of capital markets and financial derivatives business for Citibank. Managed Citibank's own bond portfolio. Currently senior investment principal with Mt. Lucas Management Corp., overseeing investments for institutional and high-net-worth investors. o DAVID B. FORD: 11 YEARS PROFESSIONAL INVESTMENT MANAGEMENT EXPERIENCE. Co-head of Goldman Sachs Asset Management, one of the world's most successful and highly respected investment management organizations, with over $200 billion under management. Former General Partner and Managing Director of Goldman Sachs & Co. 2 o ART LIPSON: 23 YEARS PROFESSIONAL INVESTMENT MANAGEMENT AND INVESTMENT RESEARCH EXPERIENCE. Created the Lehman Bond Index, a measurement tool routinely used by fiduciaries the world over. You might call it the Dow Jones Industrial Average of the fixed income sector. The Seligman nominees, on the other hand, can point only to their service with Seligman for relevant "experience." CONTINUED POOR PERFORMANCE: Tri-Continental's Net Asset Value return has underperformed the S&P 500 index in 12 of the last 15 years, as well as in 2006 to date. Regardless of all of the recent statements by Mr. Morris attempting to demonstrate improved performance, the results speak for themselves, Tri-Continental's 2006 performance continues to lag the S&P 500 index. For 2006, returns through September 8, 2006 were as follows: S&P 500 Index 5.49% Tri-Continental 5.02% RESPONSIBILITY: Tri-Continental stockholders both deserve and require a strong and independent presence on the Seligman-dominated board to see that it fully protects their interests. Our campaign is about proper governance, not control of the company; about responsible representation, not some corporate sleight-of-hand. We have no intention of open-ending or liquidating the fund. We wish to see Tri-Continental perform well. We want it to prosper, and are willing to expend our talents, time and energy to see that it does. SHOULDN'T THERE BE A WATCHDOG ON THE BOARD PROTECTING THE STOCKHOLDERS' INTERESTS? ELECT OUR INDEPENDENT SLATE VOTE AGAINST THE CHARTER AMENDMENT WE BELIEVE THE CHOICE IS CLEAR -- VOTE THE GOLD PROXY TODAY You can help us in this effort by voting your GOLD proxy today. Simply follow the instructions on your GOLD proxy to vote by phone or internet, or sign, date and return it in the envelope provided today. Thank you for your support. Sincerely, Art Lipson 3 IMPORTANT - TIME IS SHORT VOTE YOUR SHARES TODAY! There are only a few short days remaining before the Special Meeting. We urge you to vote your GOLD proxy today by internet or phone by following the instructions on the enclosed GOLD proxy card. ONLY YOUR LATEST DATED VOTE WILL BE COUNTED, AND EVEN IF YOU HAVE ALREADY SENT IN A PROXY FOR MANAGEMENT, YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE! If you have any questions or require assistance in voting your shares, please contact Innisfree M&A, Incorporated, which is assisting us, at 877-456-3510. (Banks and Brokers may call collect: 212-750-5833). FOR MORE INFORMATION, VISIT WWW.FIXMYFUND.COM The website HTTP://WWW.FIXMYFUND.COM was updated to include a link to the above letter. 4
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DFAN14A Filing
Western Investment Inactive DFAN14AAdditional proxy materials by non-management
Filed: 12 Sep 06, 12:00am