Media contact: Charles Keller
612-678-7786
charles.r.keller@ampf.com
Stockholder Contact: Chris Moran
617-218-3864
christopher.m.moran@ampf.com
TRI-CONTINENTAL CORPORATION (NYSE: TY) ANNOUNCES
COMMENCEMENT OF CASH TENDER OFFER
NEW YORK, January 13, 2008 - Tri-Continental Corporation (the "Corporation")
(NYSE: TY) is offering to purchase up to 9,893,955 shares (approximately 12.5%)
of its issued and outstanding shares of common stock for cash at a price per
share equal to 99.25% of the net asset value ("NAV") per share of common stock
as of the close of the regular trading session of the New York Stock Exchange on
the trading day immediately after the day the repurchase offer expires.
The offer will commence on January 13, 2009. The offer will expire at 5:00 p.m.,
Eastern time, on February 11, 2009 (the "Expiration Date"). The offer is being
made upon the terms and subject to the conditions set forth in the offer to
repurchase and related materials (the "Cash Offer"), which will be mailed on or
about January 15, 2009 to holders of common stock on January 9, 2009 (the
"Record Date"). Stockholders who acquire common stock after the Record Date may
also tender their shares. Please see below to find out how to obtain the Cash
Offer materials.
The Corporation is making the Cash Offer in connection with a settlement
agreement, dated as of August 19, 2008 (the "Settlement Agreement"), between the
Corporation and a stockholder group (the "Group"), including Western Investment
LLC, whereby the members of the Group agreed to cast their votes at the
Corporation's special meeting of stockholders (the "Meeting") held on October 7,
2008 in accordance with the recommendations of the Corporation's Board of
Directors. The Board's recommendations were that stockholders (i) approve a new
investment management services agreement (the "New Management Agreement")
between the Corporation and RiverSource Investments, LLC ("RiverSource"), a
wholly owned subsidiary of Ameriprise Financial, Inc. ("Ameriprise"), and (ii)
elect 10 new directors to the Board.
Pursuant to the Settlement Agreement, the Corporation agreed that, if
stockholders approved the New Management Agreement, and RiverSource's
acquisition of J. & W. Seligman & Co. Incorporated (the Corporation's investment
manager prior to November 7, 2008 ("Seligman")) was completed, the Corporation
would promptly commence an in-kind tender offer. At the Meeting, stockholders
approved the New Management Agreement and elected 10 new directors to the
Corporation's Board. On November 7, 2008, RiverSource completed its acquisition
of Seligman. On November 12, 2008, the Corporation commenced the in-kind tender
offer, which expired on December 11, 2008.
In the Settlement Agreement the Corporation also agreed with the Group to
commence, promptly upon completion and settlement of the in-kind tender offer,
the Cash Offer. The Settlement Agreement provided that the Corporation would not
be obligated to commence the Cash Offer if the volume-weighted average price of
the Corporation's common stock during the five trading days preceding the
expiration of the in-kind offer was greater than or equal to 99.25% of the
average of the common stock's daily net asset value per share during that five
trading-day period. The Corporation is obligated to conduct the Cash Offer
because the volume-weighted average price of the Corporation's common stock
during that five trading-day period was less than 99.25% of the average of the
common stock's daily net asset value per share during such period.
Restrictions on the ability of the Corporation to repurchase its common stock
that applied in connection with the in-kind tender offer will also apply in
connection with the Cash Offer. The rules of the Securities and Exchange
Commission ("SEC") require the Corporation to suspend repurchases of common
stock during the Cash Offer period and the ten business days thereafter.
Accordingly, from January 13, 2009 through February 26, 2009 (the "Suspension
Period"), the Corporation cannot accept, and will not process, any requests to
effect a sale of common stock received from stockholders who hold common stock
through accounts at Seligman Data Corp. ("SDC"), the Corporation's stockholder
service agent, including any systematic repurchases of common stock typically
processed through the Corporation's Automatic Cash Withdrawal Plan (also known
as the Systematic Withdrawal Plan).
After the Suspension Period, the Corporation will re-commence accepting requests
to effect sales of common stock from stockholders who hold common stock through
accounts at SDC. During the Suspension Period, any such stockholder's request to
effect a sale of common stock received by the Corporation before February 23,
2009 will be returned to the stockholder, and requests received by SDC on or
after February 23, 2009 will be held by SDC and deemed received on the first
business day that the Corporation can repurchase common stock after the
Suspension Period. The Suspension Period will be extended one day for each day
that the Expiration Date is extended. For stockholders holding common stock
through an individual retirement account (IRA) at SDC that seek to make, under
the Internal Revenue Code, a "required minimum distribution" through the
Corporation's Automatic Cash Withdrawal Plan (also known as Systematic
Withdrawal Plan) during the Suspension Period, SDC intends to process required
minimum distribution requests on February 27, 2009. Additionally, non-IRA
systematic repurchases of common stock through the Corporation's Automatic Cash
Withdrawal Plan (also known as the Systematic Withdrawal Plan), typically made
annually on February 2nd and 16th, will be made on February 27, 2009.
Stockholders who hold common stock through an account held at SDC and wish to
sell common stock during the Suspension Period must transfer the common stock
that they wish to sell to a brokerage account. Stockholders may be charged a fee
by the broker to open an account, as well as account maintenance fees, and
transaction costs or fees (e.g., brokerage commissions) associated with any sale
of common stock through the broker.
For information on transferring common stock to a brokerage account, contact
Georgeson Inc. (the Corporation's Information Agent) by calling 1-888-219-8293,
Monday through Friday between the hours of 9:00 a.m. and 11:00 p.m., Eastern
time, or Saturday between the hours of 10:00 a.m. and 4:00 p.m., Eastern time
(except holidays).
THE CASH OFFER IS ONLY BEING MADE TO, AND MAY ONLY BE ACCEPTED BY, HOLDERS OF
COMMON STOCK LOCATED IN THE UNITED STATES, CANADA, OR THE UNITED KINGDOM.
HOLDERS OF COMMON STOCK NOT LOCATED IN ANY OF THESE THREE JURISDICTIONS MAY NOT
PARTICIPATE IN THE OFFER.
None of the Corporation, its Board, RiverSource or Ameriprise is making any
recommendation to the Corporation's stockholders regarding whether to tender
common stock in the Cash Offer.
This announcement is not an offer to purchase or the solicitation of an offer to
sell shares of the Corporation or a prospectus, circular or representation
intended for use in the purchase or sale of Corporation shares, nor shall there
be any sale of these securities in any state or jurisdiction in which such offer
or solicitation or sale would be unlawful prior to registration or qualification
under the laws of such state or jurisdiction. The Cash Offer referred to in this
announcement will be made only by an offer to repurchase. Stockholders of the
Corporation should read the offer to purchase, when available, carefully,
because it will contain important information on the Corporation and the Cash
Offer. Stockholders may obtain the offer to purchase and other filed documents,
when available, for free at the SEC's website at http://www.sec.gov, the
Corporation's website, www.tricontinental.com, or from Georgeson Inc. by calling
1-888-219-8293 between the hours of 9:00 a.m. and 11:00 p.m., Eastern time,
Monday through Friday, or Saturday between the hours of 10:00 a.m. and 4:00
p.m., Eastern time (except holidays).
Until the Expiration Date of the Cash Offer, NAV quotations of the Corporation's
common stock can be obtained from Georgeson Inc. at the telephone number listed
in the paragraph above.
Effective November 7, 2008, the Corporation is managed by RiverSource
Investments, LLC, a wholly owned subsidiary of Ameriprise Financial, Inc. Prior
to then, the Corporation was managed by J. & W. Seligman & Co. Incorporated.
The net asset value of shares may not always correspond to the market price of
such shares. Common stock of many closed-end funds frequently trade at a
discount from their net asset value. The Corporation is subject to stock market
risk, which is the risk that stock prices overall will decline over short or
long periods, adversely affecting the value of an investment in the Corporation.
There is no guarantee that the Corporation's investment goals/objectives will be
met or that distributions will be made, and you could lose money.
NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE
NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY