FOR IMMEDIATE RELEASE
Media Contact Shareholder Contact
Mary Ann Susco Marco Acosta
212-850-1382 800-597-6068
suscom@jwseligman.com acostam@jwseligman.com
Tri-Continental Corporation (NYSE: TY) Declares Regular Fourth Quarter
Dividend Distributions
Directors Also Approve Continuation of Stock Repurchase Plan
and Adoption of Amended and Restated Bylaws, Effective Immediately
NEW YORK, November 17, 2005 -- The Board of Directors of Tri-Continental
Corporation (NYSE: TY), today declared fourth quarter dividends of $0.07 per
common share and $0.625 per preferred share. The Common Stock distributions will
be paid on December 13, 2005, and the Preferred Stock distribution will be paid
on January 3, 2006, to Stockholders of record December 6, 2005. The ex-dividend
date for all distributions is expected to be December 2, 2005.
At the same meeting, the Board of Directors voted to renew the Corporation's
stock repurchase plan which allows the Corporation to repurchase up to 5% of its
Common Stock in the open market for the period January 1, 2006 through December
31, 2006, as long as its discount to net asset value exceeds 10%. From November
19, 2004 to October 31, 2005, the Corporation bought back approximately 5.3
million shares of Tri-Continental Common Stock (4.7% of the stock outstanding at
the time the plan was last renewed) at an average discount to net asset value of
16%.
"The 4.7% of common stock bought back through October 31, 2005 is on a pace for
the Corporation to repurchase approximately 5.6% of common stock, the limit
established by the Board for the period ending December 31, 2005," said Brian T.
Zino, President of Tri-Continental Corporation.
"Our Stockholders benefit from the renewal of the stock repurchase program. It
increases the liquidity of the Corporation's Common Stock. Additionally, it
reduces the long-term growth in the number of shares outstanding and shares
repurchased under the program are accretive to the net asset value," he
explained.
Mr. Zino said that Tri-Continental would not distribute a capital gain this
December because the Corporation continues to have a tax loss carryforward from
net realized capital losses incurred during the severe market downturn of
2000-2002. "Although the Corporation continues to make significant progress in
reducing these losses, under federal tax rules, these losses must be offset
before we can resume capital gain distributions. Unfortunately, it is not
possible to predict when Tri-Continental will resume capital gain
distributions."
Additionally, The Board of Directors announced that it has adopted amended and
restated bylaws of the Fund, effective immediately.
The amended and restated bylaws provide that stockholder proposals for the 2006
annual meeting of stockholders must be sent to the corporate secretary of the
Fund between November 18, 2005 and 5:00 p.m. on December 31, 2005, unless the
meeting date is more than 30 days after the anniversary
-more-
20
of the 2005 annual meeting. For other future annual meetings, notice must be
made not earlier than 150 days nor later than 120 days prior to the first
anniversary of the date of the proxy statement for the previous year's annual
meeting, unless the date of the annual meeting is advanced or delayed by more
than 30 days from the anniversary of the date of the preceding annual meeting.
The Fund's previous bylaws required stockholder proposals to be submitted 60 to
90 days before the anniversary of the prior year's annual meeting. The
information concerning advance notice requirements for stockholder proposals in
the proxy statement for the Fund's 2005 annual meeting is superseded by this
announcement. The amended and restated bylaws also expand certain information
required to be provided by a Stockholder making a proposal, and revise
procedures for the verification of information provided by the Stockholder
making a proposal.
The advance notice provision has been revised to permit the Fund's stockholders
and directors to consider every stockholder proposal on an informed basis and in
an organized fashion, taking into account all factors that they deem relevant,
including the interests of all affected constituencies.
The Fund's bylaws do not affect the notice periods for stockholder proposals to
be included in the Fund's proxy statements under the rules of the Securities and
Exchange Commission (the "SEC"). The Fund's amended and restated bylaws differ
in a number of other respects from the prior bylaws. They have been filed with
the SEC as an exhibit to a Current Report on Form 8-K of the Fund dated November
17, 2005 (the "Form 8-K"). The Form 8-K will be available at the SEC's website
at www.sec.gov.
Tri-Continental Corporation is managed by J. & W. Seligman & Co. Incorporated, a
New York based investment manager and advisor, which was founded in 1864.
You should consider the investment objectives, risks, charges, and expenses of
the Fund carefully before investing. A prospectus containing information about
the Fund (including its investment objectives, risks, charges, expenses, and
other information about the Fund) may be obtained by contacting your financial
advisor or Seligman Services, Inc. at 800-597-6068. The prospectus should be
read carefully before investing in the Fund.
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