sec document
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
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(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
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(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.
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(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):
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| | Fee paid previously with preliminary materials:
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| | 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.
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EXPLANATORY NOTE
Western Investment Hedged Partners L.P. together with other
participants ("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 September 1, 2006 Western Investment issued the following press
release.
WESTERN INVESTMENT UNCOVERS TRI-CONTINENTAL ANNUAL MEETING EXPENSES IN EXCESS
OF $1 MILLION -- UNNECESSARY SPECIAL MEETING AND ELECTION EXPECTED TO COST
STOCKHOLDERS EVEN MORE
SALT LAKE CITY (September 1, 2006): Western Investment Hedged Partners L.P.
(Western Investment) today announced that a recent report by Tri-Continental
Corporation (NYSE: TY) reveals that Tri-Continental spent over $1 million of
stockholders' money unsuccessfully soliciting support for the election of its
candidates at the Company's annual meeting last May. The report revealed that
the exact number appeared to be $1,093,551, in contrast to comparable expenses
in 2005 of only $119,000. We are not surprised that Tri-Continental, under J. &
W. Seligman & Co. Incorporated's management, has failed to disclose in its
current proxy statement the substantial cost incurred for the May 2006 annual
meeting. We believe that stockholders should have been provided with this
important information prior to management asking them to cast their votes, but
instead management chose to delay releasing it.
Commenting on the disclosure, Arthur Lipson of Western Investment stated,
"Instead of accepting the clear and unambiguous results of the May vote,
Tri-Continental has called a special meeting of stockholders to try again to
elect the identical slate of directors stockholders have just rejected. There is
no compelling reason for this new election - management's nominees would have
remained in office until the Company's 2007 annual meeting at which time an
election for their successors would be held. Tri-Continental has indicated that
it expects to spend in excess of $1.4 million of stockholder money on this
unnecessary special meeting and election, which, if management is successful,
will not change anything except to further entrench Seligman."
Mr. Lipson continued, "I'm not really surprised by this arrogant waste of
stockholder funds. Seligman, for reasons that remain unclear to us, appears
intent upon keeping independent stockholder representation out of the
Tri-Continental boardroom and is willing to spend whatever it takes to do so.
It's not their money they are spending, so cost is evidently not a factor in
their thinking."
Mr. Lipson concluded, "I expect Tri-Continental stockholders to react to this
new information the same way we have - with outrage and recognition of the need
for a truly independent stockholder voice on the Tri-Continental board.
Stockholders have the power to make that happen, and I urge them to use it by
voting their shares for the Western Investment slate of independent, experienced
and successful investment management professionals on the GOLD proxy today."
Tri-Continental stockholders who have questions or require assistance in voting
their GOLD proxy should contact Innisfree M&A Incorporated, toll-free at (877)
456-3510. (Banks and brokers may call collect at (212) 750-5833).
Contact:
INNISFREE M&A INCORPORATED
Michael Brinn
212-750-8253
CERTAIN INFORMATION CONCERNING WESTERN INVESTMENT
Western Investment Hedged Partners L.P. ("Western Investment"),
together with the other Participants (as defined below), made a filing on August
22, 2006 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.