SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 [ X ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the [X] Definitive Proxy Statement Commission Only (as permitted [ ] Definitive Additional Materials by Rule 14a-6(e)(2)) [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 Tri-Continental Corporation - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) Not Applicable - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: -------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: -------------------------------------------------------------------- N/A -------------------------------------------------------------------- (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): N/A -------------------------------------------------------------------- N/A -------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: N/A -------------------------------------------------------------------- (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: TRI-CONTINENTAL CORPORATION 100 Park Avenue, New York, New York 10017 New York City Telephone (212) 850-1864 Toll-Free Telephone (800) 221-2450 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 18, 2000 To the Stockholders: The 70th Annual Meeting of Stockholders (the "Meeting") of Tri-Continental Corporation, a Maryland corporation (the "Corporation"), will be held at the Ritz-Carlton Huntington Hotel, 1401 South Oak Knoll Avenue, Pasadena, California 91106 on May 18, 2000 at 10:00 A.M., for the following purposes: (1) To elect four Directors; (2) To Act on a proposal to ratify the selection of Deloitte & Touche LLP as auditors of the Corporation for 2000; and (3) To transact such other business as may properly come before the Meeting or any adjournment thereof; all as set forth in the Proxy Statement accompanying this Notice. The minute book of the Corporation will be available at the Meeting for inspection by Stockholders. The close of business on March 16, 2000 has been fixed as the record date for the determination of Stockholders entitled to notice of, and to vote at, the Meeting or any adjournment thereof. By order of the Board of Directors, /s/ Frank J. Nasta Secretary Dated: New York, New York, April 19, 2000 ---------- YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING YOUR PROXY PROMPTLY. A PROXY WILL NOT BE REQUIRED FOR ADMISSION TO THE MEETING. April 19, 2000 TRI-CONTINENTAL CORPORATION 100 PARK AVENUE, NEW YORK, NEW YORK 10017 PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 18, 2000 This Proxy Statement is furnished to you in connection with the solicitation of Proxies by the Board of Directors of Tri-Continental Corporation ("Tri-Continental" or the "Corporation") to be used at the 70th Annual Meeting of Stockholders (the "Meeting") to be held in Pasadena, California on May 18, 2000. If the accompanying form of Proxy is executed properly and returned, shares represented by it will be voted at the Meeting. If you give instructions, your shares will be voted in accordance with your instructions. If you give no instructions and return your signed Proxy, your shares will be voted (i) for the election of four Directors, (ii) for the ratification of the selection of auditors, and, (iii) at the discretion of the Proxy holders, on any other matter that may properly have come before the Meeting or any adjournment. You may revoke your Proxy or change it by written notice to the Corporation (Attention: Secretary) or by notice at the Meeting at any time prior to the time it is voted. The close of business on March 16, 2000 has been fixed as the record date for the determination of Stockholders entitled to notice of, and to vote at, the Meeting or any adjournment thereof. On that date, the Corporation had outstanding 752,740 shares of $2.50 cumulative preferred stock (the "Preferred Stock"), each share being entitled to two votes, and 128,529,996 shares of common stock, par value $0.50 (the "Common Stock"), each share being entitled to one vote. For all matters to be voted upon, an abstention or broker non-vote will not be considered a vote cast. In the event that a quorum is not represented at the Meeting or, even if a quorum is so represented, in the event that sufficient votes in favor of any management proposal are not received by May 18, 2000, the persons named as Proxies may propose and vote for one or more adjournments of the Meeting if a quorum is not represented or, if a quorum is so represented, only with respect to such management proposal, with no notice other than an announcement at the Meeting, and further solicitation may be made. Shares represented by Proxies indicating a vote against a management proposal will be voted against adjournment in respect of that proposal. 1 The Corporation's manager is J. & W. Seligman & Co. Incorporated (the "Manager"). The Corporation's stockholder service agent is Seligman Data Corp. The address of each of these entities is 100 Park Avenue, New York, NY 10017. The Corporation will furnish, without charge, a copy of its most recent annual report and most recent semi-annual report, if any, to any Stockholder upon request to Seligman Data Corp. at 1-800-221-2450. It is expected that the Notice of Annual Meeting, Proxy Statement and form of Proxy will first be mailed to Stockholders on or about April 19, 2000. A. ELECTION OF DIRECTORS ------------------------ (Proposal 1) There are twelve Directors presently in office. The Board is currently divided into three classes, and the members of each class hold office for a term of three years unless elected in the interim. The term of one class expires in each year. At the Meeting this year, four Directors are to be elected. General John R. Galvin, and Messrs. William C. Morris, James Q. Riordan and Robert L. Shafer, each of whose term will expire at the 2000 Annual Meeting, have been recommended by the Director Nominating Committee of the Board of Directors of the Corporation for election to the class whose term will expire in 2003. It is the intention of the persons named in the accompanying form of Proxy to nominate and to vote for the election of General Galvin and Messrs. Morris, Riordan and Shafer. General Galvin has been a Director of the Corporation since 1995, Mr. Morris has been a Director and Chairman of the Corporation since 1988, Mr. Riordan has been a Director of the Corporation since 1989 and Mr. Shafer has been a Director of the Corporation since 1991. All nominees were last elected by Stockholders at the 1997 Annual Meeting. Each nominee has agreed to serve if elected. There is no reason to believe that any of the nominees will become unavailable for election as a Director of the Corporation, but if that should occur before the Meeting, Proxies will be voted for the persons the Board of Directors recommends. Background information regarding General Galvin and Messrs. Morris, Riordan and Shafer, as well as the other Directors of the Corporation, follows. 2 SECURITIES BENEFICIALLY OWNED, DIRECTLY OR EXPIRATION INDIRECTLY, OF TERM IF AS OF NAME, PERIOD SERVED AS ELECTED AS PRINCIPAL OCCUPATION AND MARCH 16, A DIRECTOR AND (AGE) A DIRECTOR OTHER INFORMATION 2000 - ---------------------- ---------- ------------------------------ ------------ JOHN R. GALVIN 2003 DEAN, FLETCHER SCHOOL OF LAW 886 1995 TO DATE AND DIPLOMACY AT TUFTS Common (70) UNIVERSITY, MEDFORD, MA. Shares DEAN, FLETCHER SCHOOL OF LAW [PHOTO] AND DIPLOMACY AT TUFTS UNIVERSITY, MEDFORD, MA. General Galvin is Director or Trustee of each of the Seligman Group of investment companies.+ He is also Chairman Emeritus of the American Council on Germany; a Governor of the Center for Creative Leadership; and a Director of Raytheon Co., the National Defense University, and the Institute for Defense Analyses. He was formerly a Director of USLIFE Corporation; Ambassador, U.S. State Department for negotiations in Bosnia; Distinguished Policy Analyst at Ohio State University; and Olin Distinguished Professor of National Security Studies at the United States Military Academy. From June 1987 to June 1992, General Galvin was the Supreme Allied Commander, Europe and the Commander-in-Chief, United States European Command. WILLIAM C. MORRIS* 2003 CHAIRMAN, J. & W. SELIGMAN & 107,197 1988 TO DATE CO. INCORPORATED, NEW YORK, Common (62) NY. Mr. Morris is Chairman and Shares Chief Executive Officer of [PHOTO] each of the Seligman Group of investment companies;+ Chairman of Seligman Advisors, Inc. and Seligman Services, Inc.; and a Director of Seligman Data Corp. He is also Chairman of Carbo Ceramics Inc.; and a Director of Kerr-McGee Corporation. 3 SECURITIES BENEFICIALLY OWNED, DIRECTLY OR EXPIRATION INDIRECTLY, OF TERM IF AS OF NAME, PERIOD SERVED AS ELECTED AS PRINCIPAL OCCUPATION AND MARCH 16, A DIRECTOR AND (AGE) A DIRECTOR OTHER INFORMATION 2000 - ---------------------- ---------- ------------------------------ ------------ JAMES Q. RIORDAN 2003 DIRECTOR, VARIOUS ORGANIZA- 203,997 1989 TO DATE TIONS, STUART, FL. Mr. Riordan Common (72) is a Director or Trustee of Shares each of the Seligman Group of [PHOTO] investment companies.+ He is also a Director or Trustee of The Houston Exploration Company, The Brooklyn Museum, KeySpan Energy Corporation, and The Committee for Economic Development. He was formerly Vice Chairman of Mobil Corporation; Co-Chairman of the Policy Council of the Tax Foundation; a Director and President of Bekaert Corporation; and a Director of Tesoro Petroleum Companies, Inc., Dow Jones & Company, Inc. and Public Broadcasting Service (PBS). ROBERT L. SHAFER 2003 RETIRED VICE PRESIDENT OF 3,000 1991 TO DATE PFIZER INC., NEW YORK, NY. Common (67) Mr. Shafer is a Director or Shares Trustee of each of the [PHOTO] Seligman Group of investment companies.+ He was formerly a Director of USLIFE Corporation. 4 OTHER DIRECTORS The other Directors of the Corporation whose terms will not expire in 2000 are: SECURITIES BENEFICIALLY OWNED, DIRECTLY OR EXPIRATION INDIRECTLY, OF TERM IF AS OF NAME, PERIOD SERVED AS ELECTED AS PRINCIPAL OCCUPATION AND MARCH 16, A DIRECTOR AND (AGE) A DIRECTOR OTHER INFORMATION 2000 - ---------------------- ---------- ------------------------------ ------------ ALICE S. ILCHMAN 2001 RETIRED PRESIDENT, SARAH 7,689 1990 TO DATE LAWRENCE COLLEGE, BRONXVILLE, Common (65) NY. Dr. Ilchman is a Director Shares or Trustee of each of the Seligman Group of investment companies.+ She is also Chairman of The Rockefeller Foundation and a Trustee of The Committee for Economic Development. She was formerly a Trustee of The Markle Foundation; and a Director of the International Research & Exchange Board and New York Telephone Company. FRANK A. MCPHERSON 2001 RETIRED CHAIRMAN OF THE BOARD 26,533 1995 TO DATE AND CHIEF EXECUTIVE OFFICER OF Common (66) KERR-MCGEE CORPORATION, Shares OKLAHOMA CITY, OK. Mr. McPherson is a Director or Trustee of each of the Seligman GROUP OF INVESTMENT COMPANIES.+ He is also a Director of Kimberly-Clark Corporation, Conoco Inc., Bank of Oklahoma Holding Company, Baptist Medical Center, Oklahoma Chapter of the Nature Conservancy, Oklahoma Medical Research Foundation, National Boys and Girls Clubs of America, and the Oklahoma Foundation for Excellence in Education. He was formerly Chairman of the Oklahoma City Chamber of Commerce and the Oklahoma City Public Schools Foundation; a Director of the Federal Reserve System's Kansas City Reserve Bank; and a Member of The Business Roundtable. 5 SECURITIES BENEFICIALLY OWNED, DIRECTLY OR EXPIRATION INDIRECTLY, OF TERM IF AS OF NAME, PERIOD SERVED AS ELECTED AS PRINCIPAL OCCUPATION AND MARCH 16, A DIRECTOR AND (AGE) A DIRECTOR OTHER INFORMATION 2000 - ---------------------- ---------- ------------------------------ ------------ JOHN E. MEROW 2002 RETIRED CHAIRMAN AND SENIOR 15,000 1991 TO DATE PARTNER, SULLIVAN & CROMWELL, Common (70) LAW FIRM, NEW YORK, NY. Mr. Shares Merow is a Director or Trustee of each of the Seligman Group of investment companies.+ He is also a Director of Commonwealth Industries, Inc., the Foreign Policy Association, the Municipal Art Society of New York, and the United States Council for International Business; Chairman of New York -- Presbyterian Healthcare Network, Inc. and a Trustee of New York -- Presbyterian Hospital; Vice Chairman of the United States-New Zealand Council; and a Member of the American Law Institute and the Council on Foreign Relations. BETSY S. MICHEL 2002 ATTORNEY, GLADSTONE, NJ. 1,722 1985 to Date Ms. Michel is a Director or Common (57) Trustee of each of the Shares Seligman Group of investment companies.+ She is also a Trustee of The Geraldine R. Dodge Foundation. She was formerly a Director of The National Association of Independent Schools (Washington, DC) and Chairman of the Board of Trustees of St. Georges School (Newport, R.I.). 6 SECURITIES BENEFICIALLY OWNED, DIRECTLY OR EXPIRATION INDIRECTLY, OF TERM IF AS OF NAME, PERIOD SERVED AS ELECTED AS PRINCIPAL OCCUPATION AND MARCH 16, A DIRECTOR AND (AGE) A DIRECTOR OTHER INFORMATION 2000 - ---------------------- ---------- ------------------------------ ------------ JAMES C. PITNEY 2002 RETIRED PARTNER, PITNEY, 38,394 1981 TO DATE HARDIN, KIPP & SZUCH, LAW Common (73) FIRM, MORRISTOWN, NJ. Mr. Shares Pitney is a Director or Trustee of each of the Seligman Group of investment companies.+ He was formerly a Director of Public Service Enterprise Group. RICHARD R. SCHMALTZ* 2001 DIRECTOR AND MANAGING 3,763 1997 TO DATE DIRECTOR, DIRECTOR OF Common (59) INVESTMENTS, J. & W. SELIGMAN Shares & CO. INCORPORATED, NEW YORK, NY. Mr. Schmaltz is a Director or Trustee of each of the Seligman Group of investment companies,+ with the exception of Seligman Cash Management Fund, Inc. He is also a Trustee Emeritus of Colby College. He was formerly Director, Investment Research at Neuberger & Berman from May 1993 to September 1996 and a member of the Management Committee of Seligman Henderson Co. 7 SECURITIES BENEFICIALLY OWNED, DIRECTLY OR EXPIRATION INDIRECTLY, OF TERM IF AS OF NAME, PERIOD SERVED AS ELECTED AS PRINCIPAL OCCUPATION AND MARCH 16, A DIRECTOR AND (AGE) A DIRECTOR OTHER INFORMATION 2000 - ---------------------- ---------- ------------------------------ ------------ James N. Whitson 2002 Retired Executive Vice 25,713 1993 TO DATE President and CHIEF OPERATING Common (65) OFFICER OF SAMMONS Shares ENTERPRISES, INC., DALLAS, TX. Mr. Whitson is a Director or Trustee of each of the Seligman Group of investment companies.+ He is also a Consultant to and Director of Sammons Enterprises, Inc.; and a Director of C-SPAN and CommScope, Inc. BRIAN T. ZINO* 2001 DIRECTOR AND PRESIDENT, 33,150 1993 TO DATE J. & W. SELIGMAN & CO. Common (47) INCORPORATED, NEW YORK, NY. Shares Mr. Zino is President of each of the Seligman Group of investment companies,+ with the exception of Seligman Quality Municipal Fund, Inc. and Seligman Select Municipal Fund, Inc. He is also a Director or Trustee of each of the Seligman Group of investment companies; Chairman of Seligman Data Corp.; and a Director of Seligman Advisors, Inc. and Seligman Services, Inc. He is also a Member of the Board of Governors of the Investment Company Institute and a Director of ICI Mutual Insurance Company. * A director who is or would be an "interested person" of the Corporation, as defined in the Investment Company Act of 1940, as amended (the "1940 Act") is indicated by an asterisk (*). + The Seligman Group of investment companies consists of the Corporation, Seligman Capital Fund, Inc., Seligman Cash Management Fund, Inc., Seligman Common Stock Fund, Inc., Seligman Communications and Information Fund, Inc., Seligman Frontier Fund, Inc., Seligman Global Fund Series, Inc., Seligman Growth Fund, Inc., Seligman High Income Fund Series, Seligman Income Fund, Inc., Seligman Municipal Fund Series, Inc., Seligman Municipal Series Trust, Seligman New Jersey Municipal Fund, Inc., Seligman New Technologies Fund, Inc., Seligman New Technologies Fund II, Inc., Seligman Pennsylvania Municipal Fund Series, Seligman Portfolios, Inc., Seligman Quality Municipal Fund, Inc., Seligman Select Municipal Fund, Inc., Seligman Time Horizon/Harvester Series, Inc ., and Seligman Value Fund Series, Inc. 8 Unless otherwise indicated, Directors have sole voting and investment power with respect to shares shown. Mr. Morris shares voting and investment power with respect to 20,895 shares. At March 16, 2000, all Directors and Officers of the Corporation as a group owned beneficially less than 1% of the Corporation's Common Stock. Dr. Ilchman disclaims beneficial ownership of 571 shares in her son's name. Mr. Morris disclaims beneficial ownership of 42,155 shares in five trusts for his children and grandchildren. Mr. Zino disclaims beneficial ownership of 1,422 shares registered in his wife's name. As of January 1, 1999, Mr. Schmaltz bought 1,000 Class B common shares of the Manager from the Manager, each at a price of $307.53 per share. The Board of Directors met seven times during 1999. The standing committees of the Board include the Board Operations Committee, Audit Committee and Director Nominating Committee. These Committees are comprised solely of Directors who are not "interested persons" of the Corporation as that term is defined in the 1940 Act. The duties of these Committees are described below. BOARD OPERATIONS COMMITTEE. This Committee has authority generally to direct the operations of the Board, including the nomination of members of other Board Committees, and the selection of legal counsel for the Corporation. The Committee met four times in 1999. Members of the Committee are Messrs. Riordan (Chairman), Galvin, McPherson, Merow, Pitney, Shafer and Whitson, Dr. Ilchman and Ms. Michel. AUDIT COMMITTEE. This Committee recommends the independent public accountants for selection as auditors by the Board and Stockholder approval annually. In addition, it reviews, with the auditors and such other persons as it determines, (a) the scope of audit, (b) accounting and financial internal controls, (c) quality and adequacy of the accounting staff and (d) reports of the auditors. The Committee comments to the Board when warranted and at least annually. It is directly available to the auditors and officers of the Corporation for consultation on audit, accounting and related financial matters. The Committee met twice in 1999. Members of this Committee are Messrs. Whitson (Chairman), Galvin, McPherson and Merow and Ms. Michel. DIRECTOR NOMINATING COMMITTEE. This Committee recommends to the Board persons to be nominated for election as Directors by the Stockholders and selects and proposes nominees for election by the Board between Annual Meetings. The Committee will consider suggestions from 9 Stockholders submitted in writing to the Secretary of the Corporation. The Committee met once in 1999. Members of this Committee are Messrs. Pitney (Chairman), Riordan and Shafer and Dr. Ilchman. Each Director attended at least 75% of the aggregate number of meetings of the Board of Directors and of the committees on which he or she serves. EXECUTIVE OFFICERS OF THE CORPORATION Information with respect to Executive Officers, other than Messrs. Morris and Zino, is as follows: POSITION WITH CORPORATION AND NAME AGE PRINCIPAL OCCUPATION DURING PAST FIVE YEARS - -------------------------------------------------------------------------------- CHARLES C. SMITH, JR. 43 VICE PRESIDENT AND PORTFOLIO MANAGER OF THE CORPORATION since December 1994. Mr. Smith is a Managing Director of the Manager, a position he has held since January, 1994. He is Vice President and Portfolio Manager of Seligman Common Stock Fund, Inc. and Seligman Income Fund, Inc.; and Vice President of Seligman Portfolios, Inc. and Portfolio Manager of its Seligman Common Stock Portfolio and Seligman Income Portfolio. CHARLES W. KADLEC 54 VICE PRESIDENT OF THE CORPORATION since May 1996. Mr. Kadlec is a Managing Director of the Manager and Chief Investment Strategist of Seligman Advisors, Inc. LAWRENCE P. VOGEL 43 VICE PRESIDENT OF THE CORPORATION since January 1992. Mr. Vogel is Senior Vice President, Finance of the Manager. He is Vice President of the other investment companies in the Seligman Group. He is also Senior Vice President, Finance of Seligman Advisors, Inc. and Seligman Data Corp.; Vice President and Treasurer of Seligman International, Inc.; Vice President of Seligman Services, Inc.. He formerly served as Treasurer of Seligman Henderson Co. FRANK J. NASTA 35 SECRETARY OF THE CORPORATION since March 1994. Mr. Nasta is General Counsel, Senior Vice President, Law and Regulation and Corporate Secretary of the Manager. He is Secretary of the other investment companies in the Seligman Group. He is also Corporate Secretary of Seligman Advisors, Inc., Seligman Services, Inc., Seligman International, Inc., and Seligman Data Corp. He formerly served as Corporate Secretary of Seligman Henderson Co. THOMAS G. ROSE 42 TREASURER OF THE CORPORATION since November 1992. Mr. Rose is Treasurer of the other investment companies in the Seligman Group. He is also Treasurer of Seligman Data Corp. 10 All Officers are elected annually by the Board and serve until their successors are elected and qualify or their earlier resignation. The address of each of the foregoing Officers is 100 Park Avenue, New York, New York 10017. REMUNERATION OF DIRECTORS AND OFFICERS Directors of the Corporation who are not employees of the Manager or its affiliates each receive from the Corporation retainer fees of $16,500 per year. In addition, such Directors are currently paid a total of $3,000 for each day on which they attend Board and/or Committee meetings, which is shared by the Corporation and the other Seligman Group investment companies meeting on the same day. The Directors are also reimbursed for the expenses of attending meetings. Total Directors' fees paid by the Corporation for the year ended December 31, 1999 were as follows: NUMBER OF DIRECTORS CAPACITY IN WHICH REMUNERATION AGGREGATE DIRECT IN GROUP WAS RECEIVED REMUNERATION - ------------------ ----------------------------- --------------- 9 Directors and Members of Committees $206,830 Director's attendance, retainer and/or committee fees paid to each Director during 1999 were as follows: PENSION OR RETIREMENT AGGREGATE BENEFITS ACCRUED TOTAL COMPENSATION COMPENSATION AS PART OF FROM CORPORATION NAME FROM CORPORATION CORPORATION EXPENSES AND FUND COMPLEX* - ------------------ ---------------- --------------------- ------------------ John R. Galvin $ 23,620 -0- $82,000 Alice S. Ilchman 22,790 -0- 80,000 Frank A. McPherson 22,790 -0- 78,000 John E. Merow 23,620+ -0- 80,000 Betsy S. Michel 23,620 -0- 82,000 James C. Pitney 21,990+ -0- 74,000 James Q. Riordan 22,790 -0- 80,000 Robert L. Shafer 22,790 -0- 80,000 James N. Whitson 22,820+ -0- 80,000 ----------- $206,830 =========== - --------------- * There are 20 other investment companies in the Seligman Group. + Mr. Merow, who had deferred receiving his fees from the Corporation from 1991 up to 1997, has a balance as of December 31, 1999 of $152,032 in his deferred plan, including earnings. Mr. Pitney, who had deferred receiving his fees from the Corporation from 1983 up to 1993, has a balance as of December 31, 1999 of $174,655 in his deferred plan, including earnings. Mr. Whitson has elected to defer receiving his fees from the Corporation. From 1993 through December 31, 1999, Mr. Whitson has a balance of $167,223 in his deferred plan, including earnings. 11 No compensation is paid by the Corporation to Directors or Officers of the Corporation who are employees of, or consultants to, the Manager. The affirmative vote of a plurality of the votes cast at the Meeting is required to approve the election of each of the proposed Directors. YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF THE NOMINEES TO SERVE AS DIRECTOR OF THE CORPORATION. B. RATIFICATION OF SELECTION OF AUDITORS ---------------------------------------- (Proposal 2) In accordance with the requirements of the 1940 Act, the Board of Directors is required to select independent public accountants as auditors of the Corporation for 2000, subject to ratification or rejection by Stockholders. The Audit Committee of the Board of Directors has recommended, and the Board of Directors, including a majority of those members who are not "interested persons" of the Corporation (as defined in the 1940 Act), has selected, Deloitte & TOUCHE LLP AS AUDITORS OF THE CORPORATION FOR 2000. THE FIRM OF DELOITTE & TOUCHE LLP has extensive experience in investment COMPANY ACCOUNTING AND AUDITING. IT IS EXPECTED THAT A REPRESENTATIVE OF DELOITTE & TOUCHE LLP will be present at the Meeting and will have the opportunity to make a statement and respond to questions. The affirmative vote of a majority of the votes cast at the Meeting is required to ratify the selection of auditors. YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS AUDITORS OF THE CORPORATION. C. OTHER MATTERS ---------------- The Corporation knows of no other matters which are to be brought before the Meeting. However, if any other matters come before the Meeting, it is intended that the persons named in the enclosed form of Proxy, or their substitutes, will vote the Proxy in accordance with their judgment on such matters. The persons named in the form of Proxy, or their substitutes, will have discretionary authority to vote on any Stockholder proposal of which the Corporation first received notice after March 8, 2000. In addition, the Corporation's by-laws permit the Corporation to 12 exclude from consideration at the Meeting any Stockholder proposal first brought to the attention of the Corporation after March 21, 2000. Notice is hereby given that, under the Securities and Exchange Commission's stockholder proposal rule (Rule 14a-8), any Stockholder proposal that may properly be included in the Proxy solicitation material for the next Annual Meeting, now scheduled for May 2001, must be received by the Corporation no later than December 20, 2000. Timely notice of Stockholder proposals submitted outside of the Rule 14a-8 process must be received by the Corporation no earlier than February 16, 2001 and no later than March 19, 2001 to be eligible for presentation at the May 2001 Annual Meeting. D. EXPENSES ----------- The Corporation will bear the cost of soliciting Proxies. In addition to the use of the mails, Proxies may be solicited personally or via facsimile or telegraph by Directors, Officers and employees of the Corporation, the Manager, Seligman Advisors, Inc., Seligman Services, Inc. and Seligman Data Corp., and the Corporation may reimburse persons holding shares in their names or names of their nominees for their expenses in sending solicitation material to their principals. The Corporation has engaged Morrow & Co., Inc., 445 Park Avenue, New York, N.Y. 10022 to assist in soliciting for a fee of $4,000, plus expenses. By order of the Board of Directors, /s/ Frank J. Nasta Secretary ---------- IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. ALL STOCKHOLDERS, INCLUDING THOSE WHO EXPECT TO ATTEND THE MEETING, ARE URGED TO DATE, FILL IN, SIGN AND MAIL THE ENCLOSED FORM OF PROXY IN THE ENCLOSED RETURN ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. A PROXY IS NOT REQUIRED FOR ADMISSION TO THE MEETING. 13 TRI-CONTINENTAL CORPORATION NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT - ------------------------------------ TIME: MAY 18, 2000 10:00 A.M. - ------------------------------------ PLACE: RITZ-CARLTON HUNTINGTON HOTEL 1401 SOUTH OAK KNOLL AVENUE PASADENA, CALIFORNIA 91106 - -------------------------------------------------------------------------------- PLEASE DATE, FILL IN AND SIGN THE ENCLOSED FORM OF PROXY AND MAIL IT IN THE ENCLOSED RETURN ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. - -------------------------------------------------------------------------------- TRI-CONTINENTAL CORPORATION MANAGED BY [SELIGMAN LOGO] J. & W. SELIGMAN & CO. INCORPORATED INVESTMENT MANAGERS AND ADVISORS ESTABLISHED 1864 100 PARK AVENUE, NEW YORK, NY 10017 - ------------------------------------------------------------------------------------------------------------------------------------ THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR EACH OF THE NOMINEES AND FOR PROPOSALS 2 - ------------------------------------------------------------------------------------------------------------------------------------ 1. ELECTION OF DIRECTORS [_] FOR [_] AGAINST [_] WITHHOLDING AUTHORITY NOMINEES: John R. Galvin, William C. Morris, James Q. Riordan, all nominees all nominees for individual and Robert L. Shafer nominees listed ------------------------------------------------------------------ 2. Ratification of the selection of Deloitte & Touche LLP as Auditors [_] FOR [_] AGAINST [_] ABSTAIN - --------------------------------------------------------------------- DATED , 2000 ------------------------------------------------ ------------------------------------------------------------ Signature ------------------------------------------------------------ Signature (if jointly held) PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS PROXY. ONLY ONE SIGNATURE IS REQUIRED IN CASE OF A JOINT ACCOUNT. WHEN SIGNING IN A REPRESENTATIVE CAPACITY, PLEASE GIVE TITLE. YOUR VOTE IS IMPORTANT. Please complete, sign and return this card as soon as possible. Mark each vote with an X in the box. PROXY TRI-CONTINENTAL CORPORATION PREFERRED 100 Park Avenue, New York, NY 10017 The undersigned, revoking previous proxies, acknowledges receipt of the Notice of Meeting and Proxy Statement for the Annual Meeting of Stockholders of TRI-CONTINENTAL CORPORATION to be held May 18, 2000 and appoints JOHN E. MEROW, WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them) proxies, with power of substitution to attend the Annual Meeting (and any adjournments thereof) and vote all shares the undersigned is entitled to vote upon the matters indicated and on any other business that may properly come before the Meeting. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED. IF NO INSTRUCTIONS ARE GIVEN, YOUR PROXIES WILL VOTE FOR THE ELECTION OF THE NOMINEES TO THE BOARD OF DIRECTORS AND FOR PROPOSAL 2. THE SOLICITATION OF THIS PROXY IS MADE ON BEHALF OF THE BOARD OF DIRECTORS - -------------------------------------------------------------------------------- [_] To vote for all items AS RECOMMENDED BY THE BOARD OF DIRECTORS, mark this box, sign, date and return this Proxy. (NO ADDITIONAL VOTE IS NECESSARY.) - -------------------------------------------------------------------------------- YOUR VOTE IS IMPORTANT. COMPLETE, SIGN ON REVERSE SIDE AND RETURN THIS CARD AS SOON AS POSSIBLE. MARK EACH VOTE WITH AN X IN THE BOX. - ------------------------------------------------------------------------------------------------------------------------------------ THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR EACH OF THE NOMINEES AND FOR PROPOSALS 2 - ------------------------------------------------------------------------------------------------------------------------------------ 1. ELECTION OF DIRECTORS [_] FOR [_] AGAINST [_] WITHHOLDING AUTHORITY NOMINEES: John R. Galvin, William C. Morris, James Q. Riordan, all nominees all nominees for individual and Robert L. Shafer nominees listed ------------------------------------------------------------------ 2. Ratification of the selection of Deloitte & Touche LLP as Auditors [_] FOR [_] AGAINST [_] ABSTAIN - --------------------------------------------------------------------- DATED , 2000 ------------------------------------------------ ------------------------------------------------------------ Signature ------------------------------------------------------------ Signature (if jointly held) PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS PROXY. ONLY ONE SIGNATURE IS REQUIRED IN CASE OF A JOINT ACCOUNT. WHEN SIGNING IN A REPRESENTATIVE CAPACITY, PLEASE GIVE TITLE. YOUR VOTE IS IMPORTANT. Please complete, sign and return this card as soon as possible. Mark each vote with an X in the box. PROXY TRI-CONTINENTAL CORPORATION COMMON 100 Park Avenue, New York, NY 10017 The undersigned, revoking previous proxies, acknowledges receipt of the Notice of Meeting and Proxy Statement for the Annual Meeting of Stockholders of TRI-CONTINENTAL CORPORATION to be held May 18, 2000 and appoints JOHN E. MEROW, WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them) proxies, with power of substitution to attend the Annual Meeting (and any adjournments thereof) and vote all shares the undersigned is entitled to vote upon the matters indicated and on any other business that may properly come before the Meeting. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED. IF NO INSTRUCTIONS ARE GIVEN, YOUR PROXIES WILL VOTE FOR THE ELECTION OF THE NOMINEES TO THE BOARD OF DIRECTORS AND FOR PROPOSAL 2. THE SOLICITATION OF THIS PROXY IS MADE ON BEHALF OF THE BOARD OF DIRECTORS - -------------------------------------------------------------------------------- [_] To vote for all items AS RECOMMENDED BY THE BOARD OF DIRECTORS, mark this box, sign, date and return this Proxy. (NO ADDITIONAL VOTE IS NECESSARY.) - -------------------------------------------------------------------------------- YOUR VOTE IS IMPORTANT. COMPLETE, SIGN ON REVERSE SIDE AND RETURN THIS CARD AS SOON AS POSSIBLE. MARK EACH VOTE WITH AN X IN THE BOX.