DEFC14A 1 defc14a06290008_02282006.htm

 

 

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. )

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Filed by a Party other than the Registrant [ X ]

Check the appropriate box:

 

[

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Preliminary Proxy Statement

 

 

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

[ X ]

Definitive Proxy Statement

 

 

[

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Definitive Additional Materials

 

 

[

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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

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

MARLENE A. PLUMLEE

ELYSE NAKAJIMA

(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

 

 

 

 



 

 

Payment of Filing Fee (Check the appropriate box):

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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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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WESTERN INVESTMENT HEDGED PARTNERS L.P.

March 2, 2006

Dear Fellow Stockholder:

Western Investment Hedged Partners L.P. (“Western Investment”) and the other participants in this solicitation collectively beneficially own as of February 9, 2006 an aggregate of 7,281,741 shares of common stock of Tri-Continental Corporation (“Tri-Continental” or the “Company”), representing approximately 6.8% of the outstanding common stock of the Company, and approximately 6.7% of the votes entitled to be cast at the annual meeting of stockholders scheduled to be held at the offices of Venable LLP, 2 Hopkins Plaza, 18th Floor, Baltimore, Maryland 21201, on May 4, 2006 at 9:30 a.m. Western Investment does not believe that the current board of directors of the Company is acting in your best interests. Western Investment is therefore seeking your support at the annual meeting of stockholders for the following purposes:

1.

To elect Western Investment’s slate of nominees to the Tri-Continental Board to serve as directors of the Company;

2.

To adopt a proposal recommended by the Tri-Continental Board and included in the Company’s proxy statement to ratify the selection of Deloitte & Touche LLP as auditors of the Company for 2006;

3.

To adopt a resolution previously submitted by another stockholder and included in the Company’s proxy statement recommending that the Company adopt cumulative voting in the election of its directors; and

4.

To transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof.

Western Investment urges you to carefully consider the information contained in the attached proxy statement and then support its efforts by signing, dating and returning today the enclosed common stock GOLD proxy card, if you own common stock, and the enclosed preferred stock GOLD proxy card, if you own preferred stock. The attached proxy statement and both enclosed GOLD proxy cards are first being furnished to the stockholders on or about March 2, 2006.

If you have already sent proxy cards furnished by Tri-Continental management to Tri-Continental, you have every right to change your votes by signing, dating and returning the enclosed common stock GOLD proxy card, if you own common stock, and the enclosed preferred stock GOLD proxy card, if you own preferred stock. Only your latest dated proxy card counts!

If you have any questions or require assistance voting your shares, please contact Innisfree M&A Incorporated, which is assisting us, at their address and toll-free number listed on the following page.

Thank you for your support,

 

 

Arthur D. Lipson

Western Investment Hedged Partners L.P.

 

 

 



 

 

 

 

 

 

 

 

 

 

 

If you have any questions or need assistance voting your shares, please call:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

 

Shareholders Call Toll-Free at: (877) 456-3510

Banks and Brokers Call Collect at: (212) 750-5833

 

 

Additional information can be found at:

ww.fixmyfund.com

 

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ANNUAL MEETING OF STOCKHOLDERS

OF

TRI-CONTINENTAL CORPORATION

_________________________

 

PROXY STATEMENT

OF

WESTERN INVESTMENT HEDGED PARTNERS L.P.

 

_________________________

 

PLEASE SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY CARDS TODAY

Western Investment Hedged Partners L.P., a Delaware limited partnership (“Western Investment” or “we”), is a significant stockholder of Tri-Continental Corporation, a Maryland corporation (“Tri-Continental” or the “Company”). Western Investment is writing to you in connection with the election of three nominees to the board of directors of Tri-Continental (the “Tri-Continental Board”) at the annual meeting of stockholders scheduled to be held at the offices of Venable LLP, 2 Hopkins Plaza, 18th Floor, Baltimore, Maryland 21201, on May 4, 2006 at 9:30 a.m., including any adjournments or postponements thereof and any meeting which may be called in lieu thereof (the “annual meeting”). This proxy statement (the “proxy statement”) and both enclosed GOLD proxy cards are first being furnished to stockholders on or about March 2, 2006.

This proxy statement and both enclosed GOLD proxy cards are being furnished to stockholders of Tri-Continental by Western Investment in connection with the solicitation of proxies from Tri-Continental’s stockholders for the following:

1.

To elect Western Investment’s director nominees, Arthur D. Lipson, Paul DeRosa and Marlene A. Plumlee (the “Nominees”) to serve as directors of the Company, in opposition to Tri-Continental’s incumbent directors whose terms expire at the annual meeting (the “election proposal”);

2.

To adopt a proposal recommended by the Tri-Continental Board and included in the Company’s proxy statement to ratify the selection of Deloitte & Touche LLP as the auditors of the Company for 2006 (the “auditor selection proposal”);

3.

To adopt a resolution previously submitted by another stockholder for inclusion in the Company’s proxy statement requesting that the Tri-Continental Board take the necessary steps to provide for cumulative voting in the election of the Tri-Continental Board (the “cumulative voting proposal”); and

4.

To vote and otherwise represent you on any other matter that may properly come before the annual meeting or any adjournment or postponement thereof, including voting on adjournment of the annual meeting with respect to one or more matters in the discretion of the proxy holder.

Western Investment, Western Investment LLC (“WILLC”), Arthur D. Lipson, Western Investment Activism Partners LLC (“WIAP”), Benchmark Plus Institutional Partners, L.L.C. (“BPIP”), Benchmark Plus Partners, L.L.C. (“BPP”), Benchmark Plus Management, L.L.C. (“BPM”), Paradigm Partners, N.W., Inc. (“PPNW”), Scott Franzblau, Robert Ferguson, Michael Dunmire, Paul DeRosa,

 

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Marlene A. Plumlee and Elyse Nakajima are members of a group (the “Group”) formed in connection with this proxy solicitation and are deemed participants in this proxy solicitation.

Tri-Continental has set the close of business on February 9, 2006 as the record date (the “record date”) for determining stockholders entitled to notice of and to vote at the annual meeting. The mailing address of the principal executive offices of Tri-Continental is 100 Park Avenue, New York, New York 10017. Stockholders of record at the close of business on the record date will be entitled to vote at the annual meeting. According to Tri-Continental, as of the record date, there were 107,526,521 shares of common stock outstanding, $.50 par value per share (the “Common Shares”), each Common Share entitled to one vote at the annual meeting, and there were 752,740 shares of cumulative preferred stock outstanding, $2.50 par value per share (the “Preferred Shares” and together with the Common Shares, the “Shares”), each Preferred Share entitled to two votes at the annual meeting. As of the record date, Western Investment, along with all of the participants in this solicitation, were the beneficial owners of an aggregate of 7,281,741 Common Shares and no Preferred Shares, which represent approximately 6.7% of the votes entitled to be cast at the annual meeting (based on the Company’s proxy statement). The participants in this solicitation intend to vote such Shares for the election proposal, the auditor selection proposal, and the cumulative voting proposal.

THIS SOLICITATION IS BEING MADE BY WESTERN INVESTMENT AND NOT ON BEHALF OF THE BOARD OF DIRECTORS OR MANAGEMENT OF TRI-CONTINENTAL. WESTERN INVESTMENT IS NOT AWARE OF ANY OTHER MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING. SHOULD OTHER MATTERS, WHICH WESTERN INVESTMENT IS NOT AWARE OF WITHIN A REASONABLE TIME BEFORE THIS SOLICITATION, BE BROUGHT BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES IN BOTH ENCLOSED GOLD PROXY CARDS WILL VOTE ON SUCH MATTERS IN THEIR DISCRETION.

WESTERN INVESTMENT URGES YOU TO SIGN, DATE AND RETURN THE ENCLOSED COMMON STOCK GOLD PROXY CARD, IF YOU OWN COMMON STOCK, AND THE ENCLOSED PREFERRED STOCK GOLD PROXY CARD, IF YOU OWN PREFERRED STOCK, IN FAVOR OF THE PROPOSALS DESCRIBED IN THIS PROXY STATEMENT.

IF YOU HAVE ALREADY SENT A PROXY CARD FURNISHED BY TRI-CONTINENTAL MANAGEMENT TO TRI-CONTINENTAL, YOU MAY REVOKE THAT PROXY AND VOTE FOR THE PROPOSALS DESCRIBED HEREIN BY SIGNING, DATING AND RETURNING THE ENCLOSED COMMON STOCK GOLD PROXY CARD, IF YOU OWN COMMON STOCK, AND THE ENCLOSED PREFERRED STOCK GOLD PROXY CARD, IF YOU OWN PREFERRED STOCK. THE LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL MEETING TO WESTERN INVESTMENT, C/O INNISFREE M&A INCORPORATED, WHICH IS ASSISTING IN THIS SOLICITATION, OR TO THE SECRETARY OF TRI-CONTINENTAL (WITH A COPY TO INNISFREE M&A INCORPORATED), OR BY VOTING IN PERSON AT THE ANNUAL MEETING.

 

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IMPORTANT

YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN.

Western Investment urges you to sign, date, and return today the enclosed common stock GOLD proxy card, if you own common stock, and the enclosed preferred stock GOLD proxy card, if you own preferred stock, to vote FOR the proposals described herein.

If your Shares are registered in your own name, please sign and date the enclosed common stock GOLD proxy card, if you own common stock, and the enclosed preferred stock GOLD proxy card, if you own preferred stock, and return such card(s) to Western Investment, c/o Innisfree M&A Incorporated, in the enclosed postage-paid envelope today.

If any of your Shares are held in the name of a brokerage firm, bank, bank nominee or other institution on the record date, only it can vote such Shares and only upon receipt of your specific instructions. Accordingly, please provide your broker or bank with voting instructions to vote on your behalf the common stock GOLD proxy card, if you own common stock, and the preferred stock GOLD proxy card, if you own preferred stock. Western Investment urges you to confirm your instructions in writing to the person responsible for your account and to provide a copy of such instructions to Western Investment, c/o Innisfree M&A Incorporated, who is assisting in this solicitation, at the address and telephone numbers set forth below, and on the back cover of this proxy statement, so that we may be aware of all instructions and can attempt to ensure that such instructions are followed.

If you have any questions or need assistance voting your Shares, please call:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders Call Toll-Free at: (877) 456-3510

Banks and Brokers Call Collect at: (212) 750-5833

 

Additional information can be found at:

www.fixmyfund.com

 

 

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our interests are aligned with yours

We believe that the election proposal and approval of the stockholder proposal described herein represent the best means for Tri-Continental’s stockholders to maximize the value of their Shares. Western Investment and the other participants, as one of the largest groups of stockholders of Tri-Continental, shares your interest in the maximization of the value of the Shares. Our interests are aligned with the interests of all stockholders. Western Investment believes that the Nominees together have extensive experience in private and public investment, corporate governance and business management and a history of outstanding investment records and, if elected, the Nominees will work to influence the Tri-Continental Board to take all actions necessary to maximize the value of your Shares.

Tri-Continental’s stock has underperformed the market on a long-term basis

A comparison of Tri-Continental’s net asset value (“NAV”) performance measured against the Standard & Poors 500 (the “S&P 500”) index makes for unhappy reading for Tri-Continental stockholders. The table below measures Tri-Continental’s annual NAV performance against the S&P 500 index since 1994 (assuming a $100 investment on December 31, 1994).

[CHART --

A HISTORY OF UNDERPERFORMANCE]

[The chart plots the relative performance of two notional $100 investments on December 31, 1994: one $100 invested in the S&P 500 index and the other $100 invested in Tri-Continental (with reinvestment of capital gains & dividends) with an initial $100 net asset value. The chart has a vertical axis and a horizontal axis. The chart contains the data points contained in the table below.]

December 31

Tri-Continental NAV

S&P 500 Index

 

 

 

1994

$100.00

$100.00

1995

$130.80

$137.58

1996

$158.86

$169.17

1997

$201.19

$225.60

1998

$253.10

$290.08

1999

$280.11

$351.11

2000

$256.88

$319.16

2001

$230.68

$281.21

2002

$169.90

$219.07

2003

$213.80

$281.92

2004

$242.36

$312.59

2005

$248.81

$327.94

 

Tri-Continental’s NAV return has underperformed the S&P 500 index in eight of the last eleven years. Since 1994, the S&P 500 index has appreciated approximately 228% while an investment in Tri-Continental has only increased approximately 149%.

 

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The table below shows the annual percentage amount since 1995 by which Tri-Continental’s NAV return either fell short of the S&P 500 index return (negative return in parenthesis) or exceeded the S&P 500 index return.

Percentage Amount by which the Tri-Continental NAV Return fell short or exceeded the S&P 500 Index Return as of December 31,

 

 

 

 

 

 

 

 

 

 

 

1995

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

 

 

 

 

 

 

 

 

 

 

 

(6.78%)

(1.51%)

(6.71%)

(2.78%)

(10.37%)

0.81%

1.69%

(4.25%)

(2.85%)

2.48%

(2.25%)

 

We find it troubling that for each year other than 2000, 2001 and 2004, Tri-Continental’s NAV return has underperformed the S&P 500 index. Western Investment is particularly troubled that the active management of the Company’s manager, J. & W. Seligman & Co. Incorporated (“Seligman”), has produced such inferior NAV returns to those available by investment in the S&P 500 index which requires little, if any, management.

The investment strategy used by the Company since 1995 has failed to meet its stated goals of selecting investments that offered the best opportunities for good long-term growth. Using the S&P 500 index as a benchmark, Tri-Continental investors have not experienced the level of capital appreciation and long-term future growth that the 1995 change in strategy heralded. One would have thought that, faced with such returns, Tri-Continental would have reevaluated its investment strategy and adopted strategies that might at least offer a return comparable to that offered by the S&P 500 index. Instead, it seems that Tri-Continental’s management is unconcerned by the very disappointing returns offered to Tri-Continental stockholders as it has not indicated any intent to take the sort of long overdue vigorous steps that are required to improve its portfolio’s performance.

 

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Management’s investment policies have resulted in a persistent double-digit NAV discount

Tri-Continental’s investment policies have resulted in the Tri-Continental share price trading at a persistent double-digit discount to the per share net asset value (the “NAV discount”). The NAV discount is the amount by which the Company’s per share market price is less than the per share NAV, expressed as a percentage of the NAV. The scale of the NAV discount, at least 14% each year since 1995, offers an objective verdict of investors’ confidence in the ability of the Company’s current management. While a NAV discount could be due to factors unrelated to management’s investment policies and judgment, the persistence of a double-digit NAV discount for such a sustained period leads one to conclude that the NAV discount is directly attributable to the market’s view of the Company’s management and management’s inability or unwillingness to realize returns commensurate with the value of assets under its management. Western Investment firmly believes that Company stockholders will continue to be denied the full value of their investment so long as the Tri-Continental Board grants management the freedom to pursue its current policies.

The table below shows the discount of the Company’s year-end stock price to the Company’s year-end NAV since 1995.

December 31

NAV
Discount

1995

-18%

1996

-18%

1997

-17%

1998

-16%

1999

-15%

2000

-18%

2001

-14%

2002

-16%

2003

-16%

2004

-16%

2005

-16%

 

The persistence and scale of the NAV discount is especially damaging to those long-term Tri-Continental stockholders who may need to cash out their Tri-Continental investment in order to meet their retirement living needs. A survey of stockholders in the Company’s annual report for the year ended December 31, 2004 reported that over 75% of the stockholders surveyed were aged 65 or older. Company stockholders who are seniors may wish to realize their Tri-Continental investment in the near term. However, the presence of a steep NAV discount means that these stockholders cannot receive the full value of their investment. Tri-Continental should be managed with the best interests of its stockholders in mind, including the interests of its large senior investor base.

All of the current members of Tri-Continental Board hold positions with Tri-Continental’s investment manager

Despite the less than stellar returns, Tri-Continental has continued to retain Seligman to manage its assets and has continued to pay to Seligman a monthly fee calculated as a percentage of the Company’s daily net assets managed by Seligman. All nine current members of the Tri-Continental Board, including the three incumbent directors whose terms expire on the date of the annual meeting, also hold director or trustee positions with 24 other Seligman-affiliated funds, and received fees or salaries for such service. We believe the directors’ positions with Seligman presents a serious conflict of interest.

 

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Perhaps these conflicts of interest can explain why the current Tri-Continental Board has not been sufficiently demanding or critical of the performance of Seligman in its management of Tri-Continental’s portfolio of assets. We do not understand why the Tri-Continental Board allows Seligman to collect its Tri-Continental management fee based on the value of assets under its management and not by some other more significant benchmarks, such as the elimination of the NAV discount and the generation of superior investment returns. We are concerned that the Tri-Continental Board does not have the necessary motivation to enact the sort of aggressive measures necessary to unlock the value trapped by the NAV discount. We are particularly concerned that the fund managers for Tri-Continental have been replaced an unbelievable four times in the past 10 years.

Tri-Continental should immediately undertake specific measures to reduce or close the NAV discount

For years, the NAV discount has denied Tri-Continental investors the full value of their investment. Tri-Continental’s current management has shown no inclination to take the sort of simple actions that would likely reduce or close the NAV discount. Western Investment urges Tri-Continental to immediately take one or more of the following actions to reduce or close the NAV discount:

convert Tri-Continental to an open-ended mutual fund;

 

adopt a plan of dissolution and liquidation and distribute Tri-Continental’s net assets to its stockholders; or

institute significant share buybacks or self-tender offers in cases where Tri-Continental’s stock is trading at a 5% NAV discount or greater.

To date, current Tri-Continental management has not undertaken any of the above actions. The limited buybacks that Tri-Continental has had in place since November 1998, approximately 5% per year, have clearly not been effective in closing the NAV discount. The lack of determined action on the part of Tri-Continental’s current management causes one to conclude that Tri-Continental’s management is unconcerned with the persistently poor returns on investments in Tri-Continental and that maximizing stockholder value is not their foremost concern.

 

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THE NOMINEES

The following information sets forth the name, age, business address, present principal occupation, and employment and material occupations, positions, offices, or employments for the past five years of each of the Nominees. This information has been furnished to Western Investment by the Nominees. The Nominees are citizens of the United States of America. None of the Nominees are “interested persons” of the Company within the meaning of Section 2(a)(19) of the Investment Company Act of 1940.

Arthur D. Lipson (Age 62) has been the sole managing member of WILLC, a Delaware limited liability company that acts as the general partner and managing member, as the case may be, of Western Investment, WIAP and Western Investment Institutional Partners LLC since May 1997. The principal business of Western Investment and WIAP is acquiring, holding and disposing of investments in various companies. Mr. Lipson has experience in sales & trading and research, including heading all fixed income research for Lehman Brothers and for Paine Webber, was a known leader in the industry, and created, among other things, the Lehman Brothers bond indices. Mr. Lipson received a Masters of Science from Columbia University and a Bachelor of Science from the California Institute of Technology. The business address of Mr. Lipson is c/o Western Investment LLC, 2855 E. Cottonwood Parkway, Suite 110, Salt Lake City, UT 84121. As of the record date, Mr. Lipson beneficially owned 4,607,016 Common Shares, consisting of 1,001 Common Shares held directly by Mr. Lipson and 4,606,015 Common Shares beneficially owned by WILLC. Mr. Lipson may be deemed to beneficially own the 4,606,015 Common Shares beneficially owned by WILLC by virtue of his ability to vote and dispose such shares as the sole managing member of WILLC. For information regarding purchases and sales during the past two years of securities of Tri-Continental that are now or were once deemed to be beneficially owned by WILLC, see Schedule I to this proxy statement.

Paul DeRosa (Age 64) has been a principal of Mt. Lucas Management Corporation, an asset management company, since November 1998. From March 1988 to July 1995, he served as Managing Director of Eastbridge Capital Inc., a bond trading company. From July 1986 to March 1988, he served as Senior Vice President of the Capital Markets Division of E.F. Hutton Inc. Prior to such time he served in various capacities with Citibank NA, including as a Division Head and Vice President of Citicorp Investment Bank. Mr. DeRosa is currently a director of Intervest Bancshares Corporation, a financial holding company. Mr. DeRosa received a Ph.D. in Economics from Columbia University. The business address of Mr. DeRosa is c/o MT Lucas, LLC, 730 Fifth Avenue, New York, NY 10019. As of the date hereof, Mr. DeRosa did not beneficially own any securities of Tri-Continental. Mr. DeRosa has not purchased or sold any securities of Tri-Continental during the past two years.

Marlene A. Plumlee (Age 48) has been a Professor of Accounting at the University of Utah since 1997. Dr. Plumlee received a Ph.D. in Business Administration (Accounting Emphasis) from the University of Michigan. The business address of Dr. Plumlee is c/o University of Utah, School of Accounting and Information Systems, 1645 E. Campus Center Drive, Salt Lake City, UT 84112. As of the date hereof, Dr. Plumlee did not beneficially own any securities of Tri-Continental. Dr. Plumlee has not purchased or sold any securities of Tri-Continental during the past two years.

 

 

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As of February 24, 2006, the dollar range of shares of the Company beneficially owned by each Western Investment director nominee is as follows:

 

Name of Nominee

Dollar Range of Equity Securities in the Company

Aggregate Dollar Range of Equity Securities in All Funds to be Overseen by Nominee in Seligman Family of Investment Companies*

Arthur D. Lipson

Over $100,000

Over $100,000

Paul DeRosa

None

None

Marlene A. Plumlee

None

None

 

*If elected to the Tri-Continental Board, the Nominees would not oversee any registered investment company within the Seligman family of investment companies other than the Company.

There can be no assurance that the actions our Nominees intend to take as described above will be implemented if they are elected or that the election of our Nominees will improve the Company’s business or otherwise enhance stockholder value. Your vote to elect the Nominees does not constitute a vote in favor of our value enhancing plans for Tri-Continental. Your vote to elect the Nominees will have the legal effect of replacing three incumbent directors of Tri-Continental with our Nominees.

The Nominees will not receive any compensation from Western Investment for their services as directors of Tri-Continental. Other than as stated herein, there are no arrangements or understandings between Western Investment and any of the Nominees or any other person or persons pursuant to which the nomination described herein is to be made, other than the consent by each of the Nominees to be named in this proxy statement and to serve as a director of Tri-Continental if elected as such at the annual meeting. None of the Nominees is a party adverse to Tri-Continental or any of its subsidiaries or has a material interest adverse to Tri-Continental or any of its subsidiaries in any material pending legal proceedings.

Western Investment does not expect that the Nominees will be unable to stand for election, but, in the event that such persons are unable to serve or for good cause will not serve, the Shares represented by the enclosed GOLD proxy cards will be voted for substitute nominees. In addition, Western Investment reserves the right to nominate substitute persons if Tri-Continental makes or announces any changes to its bylaws or takes or announces any other action that has, or if consummated would have, the effect of disqualifying the Nominees. In any such case, Shares represented by the enclosed GOLD proxy cards will be voted for such substitute nominees. Western Investment reserves the right to nominate additional persons if Tri-Continental increases the size of the Tri-Continental Board above its existing size or increases the number of directors whose terms expire at the annual meeting. Additional nominations made pursuant to the preceding sentence are without prejudice to the position of Western Investment that any attempt to increase the size of the current Tri-Continental Board or to reconstitute or reconfigure the classes on which the current directors serve constitutes an unlawful manipulation of Tri-Continental’s corporate machinery.

YOU ARE URGED TO VOTE FOR THE ELECTION PROPOSAL ON THE ENCLOSED GOLD PROXY CARDS.

 

 

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PROPOSAL NO. 2

TRI-CONTINENTAL PROPOSAL TO RATIFY SELECTION OF COMPANY AUDITORS

As discussed in further detail in the Company’s proxy statement, prior to the annual meeting, the Audit Committee of the Tri-Continental Board selected Deloitte & Touche LLP, the independent registered public accounting firm, to audit the financial statements of the Company for the year ending December 31, 2006. Tri-Continental is asking stockholders to ratify the selection of Deloitte & Touche LLP as auditors of the Company for 2006.

Western Investment does not object to the auditor selection proposal.

 

PROPOSAL NO. 3

STOCKHOLDER PROPOSAL FOR COMPANY TO ADOPT CUMULATIVE VOTING IN
THE ELECTION OF THE COMPANY’S BOARD OF DIRECTORS

In the Company’s proxy statement, Tri-Continental disclosed that a Tri-Continental stockholder, which it did not name, submitted a proposal for inclusion in the Company’s proxy statement at the annual meeting. This stockholder proposal requests that the Tri-Continental Board take the necessary steps to provide for cumulative voting in the election of the Company’s board of directors. Western Investment recommends that all stockholders read this proposal and its supporting arguments carefully. Western Investment supports the cumulative voting proposal.

Western Investment is not affiliated with this proposing stockholder and is acting alone, and not in concert with this proposing stockholder, in its solicitation of stockholders to vote for the cumulative voting proposal.

YOU ARE URGED TO VOTE FOR THE CUMULATIVE VOTING PROPOSAL, RECOMMENDING THAT THE TRI-CONTINENTAL BOARD TAKE THE NECESSARY STEPS TO PROVIDE FOR CUMULATIVE VOTING IN THE ELECTION OF THE COMPANY’S BOARD OF DIRECTORS, ON THE ENCLOSED GOLD PROXY CARDS.

 

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VOTING AND PROXY PROCEDURES

Only stockholders of record on the record date will be entitled to notice of and to vote at the annual meeting. Each Common Share is entitled to one vote. Each Preferred Share is entitled to two votes. Stockholders who sell Shares before the record date (or acquire them without voting rights after the record date) may not vote such Shares. Stockholders of record on the record date will retain their voting rights in connection with the annual meeting even if they sell such Shares after the record date. Based on publicly available information, Western Investment believes that the only outstanding classes of securities of Tri-Continental entitled to vote at the annual meeting are the Common Shares and the Preferred Shares.

Shares represented by properly executed GOLD proxy cards will be voted at the annual meeting as marked and, in the absence of specific instructions, will be voted FOR the election proposal, FOR the auditor selection proposal, and FOR the cumulative voting proposal described in this proxy statement, and in the discretion of the person named as proxy on all other matters as may properly come before the annual meeting.

We are asking you to vote FOR our election proposal, FOR the auditor selection proposal, and FOR the cumulative voting proposal described in this proxy statement. The enclosed GOLD proxy cards may only be voted for our Nominees and do not confer voting power with respect to the Company’s nominees. Stockholders should refer to the Company’s proxy statement for the names, backgrounds, qualifications and other information concerning the Company’s nominees. The participants in this solicitation intend to vote all of their Shares for our election proposal, for the auditor selection proposal, and for the cumulative voting proposal described in this proxy statement and will not vote their Shares in favor of any of Tri-Continental’s director nominees.

QUORUM

In order to conduct any business at the annual meeting, a quorum must be present in person or represented by valid proxies. The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting constitutes a quorum. All Shares that are voted “FOR”, “AGAINST” or “ABSTAIN” (or “WITHHOLD” in the case of election of directors) on any matter will count for purposes of establishing a quorum and will be treated as Shares entitled to be voted at the annual meeting.

VOTES REQUIRED FOR APPROVAL

Election of Directors. The Company’s amended and restated bylaws require each director to be elected by the affirmative vote of the holders of a majority of the Shares.

Auditor Selection Proposal. Neither the Company’s amended and restated charter nor its amended and restated bylaws require that the Company’s stockholders ratify the selection of Deloitte & Touche LLP as the Company’s auditors. The Company’s proxy statement states that the Tri-Continental Board is submitting this matter to the Tri-Continental stockholders as a matter of good corporate practice. The vote required is the affirmative vote of a majority of the votes cast at the annual meeting.

Cumulative Voting Proposal. The cumulative voting proposal will not be adopted unless the votes cast in its favor exceed the votes cast against it. The Company’s proxy statement states that the adoption of the cumulative voting proposal would not in and of itself result in any action, but would simply amount to a request for action by the Tri-Continental Board and that in order to implement the proposal, the Tri-Continental Board would need to approve an amendment to the Company’s charter providing for

 

13

 

 



 

cumulative voting and the amendment would then have to be submitted to the Company’s stockholders for approval by the affirmative vote of the holders of a majority of all outstanding shares of the Company.

ABSTENTIONS

Abstentions will be counted for the purpose of determining whether a quorum is present. Abstentions will not be counted as votes cast on any proposal set forth in this proxy statement. Accordingly, abstentions will have the effect of a vote against the election proposal and will have no effect on the results of the auditor selection proposal and the cumulative voting proposal.

REVOCATION OF PROXIES

Stockholders of Tri-Continental may revoke their proxies at any time prior to exercise by attending the annual meeting and voting in person (although attendance at the annual meeting will not in and of itself constitute revocation of a proxy) or by delivering a written notice of revocation. The delivery of a subsequently dated proxy which is properly completed will constitute a revocation of any earlier proxy. The revocation may be delivered either to Western Investment in care of Innisfree M&A Incorporated at the address set forth on the back cover of this proxy statement or to Tri-Continental at 100 Park Avenue, New York, New York 10017 or any other address provided by Tri-Continental. Although a revocation is effective if delivered to Tri-Continental, Western Investment requests that either the original or photostatic copies of all revocations be mailed to Western Investment in care of Innisfree M&A Incorporated at the address set forth on the back cover of this proxy statement so that Western Investment will be aware of all revocations and can more accurately determine if and when proxies have been received from the holders of record on the record date of a majority of the outstanding Shares. Additionally, Innisfree M&A Incorporated may use this information to contact stockholders who have revoked their proxies in order to solicit later dated proxies for the election of the Nominees and approval of the other proposals described herein.

IF YOU WISH TO VOTE FOR THE ELECTION OF THE NOMINEES TO THE TRI-CONTINENTAL BOARD OR FOR THE OTHER PROPOSALS DESCRIBED IN THIS PROXY STATEMENT, PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED COMMON STOCK GOLD PROXY CARD, IF YOU OWN COMMON STOCK, AND THE ENCLOSED PREFERRED STOCK GOLD PROXY CARD, IF YOU OWN PREFERRED STOCK, IN THE POSTAGE-PAID ENVELOPE PROVIDED.

 

14

 

 



 

 

SOLICITATION OF PROXIES

The solicitation of proxies pursuant to this proxy statement is being made by Western Investment. Proxies may be solicited by mail, facsimile, telephone, telegraph, internet, in person and by advertisements.

Western Investment has entered into an agreement with Innisfree M&A Incorporated for solicitation and advisory services in connection with this solicitation, for which Innisfree M&A Incorporated will receive a fee not to exceed $75,000.00, together with reimbursement for its reasonable out-of-pocket expenses, and will be indemnified against certain liabilities and expenses, including certain liabilities under the federal securities laws. Innisfree M&A Incorporated will solicit proxies from individuals, brokers, banks, bank nominees and other institutional holders. Western Investment has requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the Shares they hold of record. Western Investment will reimburse these record holders for their reasonable out-of-pocket expenses in so doing. It is anticipated that Innisfree M&A Incorporated will employ approximately 25 persons to solicit Tri-Continental’s stockholders for the annual meeting.

The entire expense of soliciting proxies is being borne by WILLC pursuant to the terms of the Joint Filing and Solicitation Agreement described below. Costs of this solicitation of proxies are currently estimated to be approximately $250,000.00. Western Investment estimates that through the date hereof, its expenses in connection with this solicitation are approximately $55,000.00.

OTHER PARTICIPANT INFORMATION

Each member of the Group is a participant in this solicitation. Arthur D. Lipson is the managing member of WILLC, a Delaware limited liability company. WILLC is the general partner and managing member of Western Investment and WIAP, a Delaware limited liability company, respectively. The principal business of Western Investment and WIAP is acquiring, holding and disposing of investments in various companies. The principal business address of Mr. Lipson, Western Investment and WIAP is c/o Western Investment LLC, 2855 E. Cottonwood Parkway, Suite 110, Salt Lake City, UT 84121. The principal business address of Mr. DeRosa is c/o MT Lucas, LLC, 730 Fifth Avenue, New York, NY 10019. The principal business address of Dr. Plumlee is c/o University of Utah, School of Accounting and Information Systems, 1645 E. Campus Center Drive, Salt Lake City, UT 84112. Ms. Nakajima does not have a principal business address. An affiliate of Western Investment, Western Investment Institutional Partners LLC, has previously owned Common Shares and initially was a member of the Group but no longer beneficially owns any Common Shares as of the close of business on January 4, 2006 and it ceased to be a member of the Group upon the filing of the related Schedule 13D.

As of the record date, Western Investment and WIAP beneficially owned 1,349,715 and 3,256,300 Common Shares, respectively, constituting approximately 1.2% and 3.0%, respectively, of the votes entitled to be cast at the annual meeting. Mr. Lipson directly owned 1,001 Common Shares, constituting less than 1% of the votes entitled to be cast at the annual meeting. As the general partner or managing member, as the case may be, of Western Investment and WIAP, WILLC may be deemed to beneficially own the 4,606,015 Common Shares owned in the aggregate by Western Investment and WIAP. As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the 4,606,015 Common Shares beneficially owned by WILLC, in addition to the 1,001 Common Shares owned directly by Mr. Lipson. Subsequent to the record date, Mr. Lipson made a gift of 100 Common Shares to Ms. Nakajima. Currently, Mr. DeRosa and Dr. Plumlee do not beneficially own any Shares.

 

15

 

 



 

 

Messrs. Franzblau, Ferguson and Dunmire are managing members of BPM, a Delaware limited liability company. BPM is the managing member of BPIP, a Delaware limited liability company. PPNW, a Washington corporation, is the managing member of BPP, a Delaware limited liability company. Messrs. Ferguson and Dunmire are the sole officers and directors of BPP. The principal business address of BPIP, BPM, BPP, PPNW, Mr. Franzblau, Mr. Ferguson and Mr. Dunmire is 820 A Street, Suite 700, Tacoma, WA 98402.

As of the record date, BPIP and BPP beneficially owned 1,371,250 and 1,303,475 Common Shares, respectively, constituting approximately 1.3% and 1.2%, respectively, of the votes entitled to be cast at the annual meeting. As the managing member of BPIP, BPM may be deemed to beneficially own the 1,371,250 Common Shares owned by BPIP. As the managing members of BPM, Messrs. Franzblau, Ferguson and Dunmire may be deemed to beneficially own the 1,371,250 Common Shares beneficially owned by BPM. As the managing member of BPP, PPNW may be deemed to beneficially own the 1,303,475 Common Shares owned by BPP. As the sole officers and directors of PPNW, Messrs. Ferguson and Dunmire may be deemed to beneficially own the 1,303,475 Common Shares beneficially owned by PPNW.

WILLC provides recommendations from time to time to BPIP and BPP with respect to purchases and sales of Common Shares of the Company, pursuant to an oral agreement between WILLC and BPIP, and between WILLC and BPP. Each of Western Investment, WILLC, Mr. Lipson and WIAP disclaim beneficial ownership of the Common Shares beneficially owned by BPIP, BPP, BPM, PPNW, Mr. Franzblau, Mr. Ferguson and Mr. Dunmire. Each of BPIP, BPM and Mr. Franzblau disclaim beneficial ownership of the Common Shares beneficially owned by the other members of the Group. Each of BPP and PPNW disclaim beneficial ownership of the Common Shares beneficially owned by the other members of the Group. Each of Mr. Ferguson and Mr. Dunmire disclaim beneficial ownership of the Common Shares beneficially owned by the other members of the Group, with the exception of BPIP, BPM, BPP and PPNW.

Each of WILLC and Mr. Lipson is deemed to have sole voting and dispositive power over the Common Shares reported as beneficially owned by Western Investment and WIAP by virtue of their respective positions described above. Each of BPM, Mr. Franzblau, Mr. Ferguson and Mr. Dunmire is deemed to have sole voting and dispositive power over the Common Shares beneficially owned by BPIP by virtue of their respective positions described above. Each of PPNW, Mr. Ferguson and Mr. Dunmire is deemed to have sole voting and dispositive power over the Common Shares reported as beneficially owned by BPP by virtue of their respective positions described above. Neither Western Investment, WILLC, Mr. Lipson nor WIAP has voting or dispositive control over the Common Shares beneficially owned by BPIP, BPP, BPM, PPNW, Mr. Franzblau, Mr. Ferguson or Mr. Dunmire. Neither BPIP, BPM nor Mr. Franzblau has voting or dispositive control over the Common Shares beneficially owned by the other participants. Neither BPP nor PPNW has voting or dispositive control over the Common Shares beneficially owned by the other participants. Neither Mr. Ferguson nor Mr. Dunmire has voting or dispositive control over the Common Shares beneficially owned by Western Investment, WILLC, WIAP or Mr. Lipson.

The principal business of WILLC is acting as the general partner and managing member, as the case may be, of Western Investment and WIAP. The principal occupation of Mr. Lipson is acting as managing member of WILLC. The principal business of Western Investment and WIAP is acquiring, holding and disposing of investments in various companies. The principal business of BPM is acting as the managing member of BPIP. The principal business of BPIP is acquiring, holding and disposing of investments in various companies. The principal business of PPNW is acting as the managing member of BPP. The principal business of BPP is acquiring, holding and disposing of investments in various companies. The principal occupation of Scott Franzblau is acting as a managing member of BPM. The

 

16

 

 



 

principal occupation of Robert Ferguson is acting as a managing member of BPM and as the President and director of PPNW. The principal occupation of Michael Dunmire is acting as a managing member of BPM and as Chairman of the Board of PPNW. The principal occupation of Mr. DeRosa is serving as a principal of Mt. Lucas Management Corporation, an asset management company. The principal occupation of Dr. Plumlee is serving as a Professor of Accounting at the University of Utah. The principal occupation of Ms. Nakajima is opera singer.

For information regarding purchases and sales of securities of Tri-Continental during the past two years by Western Investment, Mr. Lipson, WILLC, WIAP, Mr. DeRosa, Dr. Plumlee, Ms. Nakajima, BPIP, BPM, BPP, PPNW, Mr. Franzblau, Mr. Ferguson, Mr. Dunmire and affiliates of Western Investment that no longer own any Shares, see Schedule I to this proxy statement.

On January 6, 2006, the members of the Group entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of Tri-Continental to the extent required by applicable law, (b) the parties agreed to solicit proxies or written consents for the election of the Nominees, or any other person(s) nominated by Western Investment and Mr. Lipson, to the Tri-Continental Board at the annual meeting (the “Solicitation”), and (c) WILLC agreed to bear all expenses incurred in connection with the Group’s activities, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations. Ms. Nakajima joined the Group on February 27, 2006 and agreed to be bound by the terms of the Joint Filing and Solicitation Agreement and to take reasonable steps to request, at WILLC’s sole cost and expense, a complete list of record and beneficial holders of Tri-Continental’s securities, and related materials. WILLC intends to seek reimbursement from Tri-Continental of all expenses it incurs in connection with the Solicitation. WILLC does not intend to submit the question of such reimbursement to a vote of security holders of the Company.

Except as set forth in this proxy statement (including the Schedules hereto), (i) during the past 10 years, no participant in this solicitation has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no participant in this solicitation directly or indirectly beneficially owns any securities of Tri-Continental; (iii) no participant in this solicitation owns any securities of Tri-Continental which are owned of record but not beneficially; (iv) no participant in this solicitation has purchased or sold any securities of Tri-Continental during the past two years; (v) no part of the purchase price or market value of the securities of Tri-Continental owned by any participant in this solicitation is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no participant in this solicitation is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of Tri-Continental, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any participant in this solicitation owns beneficially, directly or indirectly, any securities of Tri-Continental; (viii) no participant in this solicitation owns beneficially, directly or indirectly, any securities of any parent or subsidiary of Tri-Continental; (ix) no participant in this solicitation or any of his/her/its associates was a party to any transaction, or series of similar transactions, since the beginning of Tri-Continental’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which Tri-Continental or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $60,000; (x) no participant in this solicitation or any of his/her/its associates has any arrangement or understanding with any person with respect to any future employment by Tri-Continental or its affiliates, or with respect to any future transactions to which Tri-Continental or any of its affiliates will or may be a party; and (xi) no person, including the participants in this solicitation, who is a party to an arrangement or understanding pursuant to which the Nominees are

 

17

 

 



 

proposed to be elected has a substantial interest, direct or indirect, by security holdings or otherwise in any matter to be acted on at the annual meeting.

OTHER MATTERS AND ADDITIONAL INFORMATION

Western Investment is unaware of any other matters to be considered at the annual meeting. However, should other matters, which Western Investment is not aware of a reasonable time before this solicitation, be brought before the annual meeting, the person named as a proxy on the enclosed GOLD proxy cards will vote on such matters in their discretion.

Western Investment has omitted from this proxy statement certain disclosure required by applicable law that is already included in the Company’s proxy statement. This disclosure includes, among other things, biographical information on Tri-Continental’s directors and executive officers, the dollar range of shares owned by directors of the Company and information on committees of the Tri-Continental Board. Stockholders should refer to the Company’s proxy statement in order to review this disclosure.

According to the Company’s proxy statement, the Company’s manager is J. & W. Seligman & Co. Incorporated, 100 Park Avenue, New York, NY 10017.

See Schedule II of this proxy statement for information regarding persons who beneficially own more than 5% of the Shares and the ownership of the Shares by the management of Tri-Continental.

The information concerning Tri-Continental contained in this proxy statement and the Schedules attached hereto has been taken from, or is based upon, publicly available information.

 

WESTERN INVESTMENT HEDGED PARTNERS L.P.

 

March 2, 2006

 

 

18

 

 



 

 

SCHEDULE I

 

PURCHASES AND SALES IN THE COMMON STOCK OF TRI-CONTINENTAL

DURING THE PAST TWO YEARS

Transaction

Quantity

Date

Price ($)

 

 

 

 

Western Investment Hedged Partners L.P.

Buy

8,700

10/04/04

16.9404

Buy

8,200

10/05/04

16.8862

Buy

12,300

10/06/04

16.9110

Buy

14,600

10/07/04

16.8854

Buy

3,000

10/08/04

16.7602

Buy

6,100

10/12/04

16.6721

Buy

1,500

10/13/04

16.7425

Buy

400

10/19/04

16.4910

Buy

13,000

10/20/04

16.3751

Buy

13,500

10/21/04

16.5128

Buy

18,600

10/22/04

16.5008

Buy

3,100

10/25/04

16.3207

Buy

21,900

10/26/04

16.5234

Buy

17,500

10/27/04

16.6873

Buy

12,800

10/28/04

16.8541

Buy

300

10/29/04

16.9352

Buy

27,500

11/01/04

16.9027

Buy

32,600

11/02/04

17.0161

Buy

8,300

11/02/04

16.9971

Buy

4,000

11/12/04

17.6973

Buy

5,000

11/15/04

17.7822

Buy

36,400

12/15/04

18.0468

Buy

8,400

12/27/04

18.1645

Buy

12,200

12/28/04

18.1363

Buy

16,000

12/31/04

18.2800

Buy

62,900

12/31/04

18.2800

Buy

700

01/10/05

17.9328

Buy

2,600

01/11/05

17.8423

Buy

3,000

01/13/05

17.6618

Buy

10,900

01/14/05

17.7564

Buy

17,500

01/18/05

17.7912

Buy

9,600

01/19/05

17.8072

Buy

2,000

01/21/05

17.6535

Buy

2,500

01/24/05

17.4681

Buy

200

01/27/05

17.5835

Buy

10,600

01/28/05

17.5634

Buy

7,500

01/31/05

17.6454

Buy

6,900

02/02/05

17.7666

Buy

24,400

04/18/05

17.2760

 

 

I-1

 

 



 

 

 

Buy

11,500

04/19/05

17.3535

Buy

10,700

04/20/05

17.1833

Buy

17,900

05/20/05

17.8302

Buy

13,800

05/23/05

17.9107

Buy

11,300

05/24/05

17.8940

Buy

26,500

05/25/05

17.8479

Buy

56,400

05/26/05

17.9034

Buy

5,300

05/27/05

17.9496

Buy

1,700

05/27/05

17.9585

Buy

2,000

06/03/05

18.0011

Sell

1,000

07/18/05

18.2707

Sell

1,300

07/21/05

18.4107

Buy

400

07/29/05

18.4800

Buy

2,300

10/04/05

18.2565

Buy

19,000

10/05/05

18.1118

Buy

30,400

10/06/05

17.9522

Buy

17,200

10/07/05

17.9067

Buy

1,800

10/10/05

17.8944

Buy

300

10/11/05

17.8200

Buy

2,700

10/12/05

17.6804

Buy

100

10/13/05

17.6200

Buy

27,600

10/14/05

17.6910

Buy

31,800

10/17/05

17.7842

Buy

59,800

10/18/05

17.8096

Buy

95,300

10/19/05

17.8047

Buy

5,400

10/20/05

17.9100

Buy

47,200

10/21/05

17.7650

Buy

76,500

10/24/05

17.8869

Buy

7,300

10/25/05

17.9377

Buy

8,200

10/26/05

17.9571

Buy

500

10/27/05

17.8360

Buy

11,300

10/28/05

17.8881

Buy

12,400

10/31/05

18.0410

Buy

5,900

11/02/05

18.1234

Buy

1,400

11/08/05

18.2100

Buy

6,800

11/09/05

18.2501

Buy

1,000

12/01/05

18.7680

Buy

315

12/02/05

18.7100

Buy

500

12/27/05

18.7300

Buy

15,100

12/27/05

18.7342

Buy

3,800

12/29/05

18.6602

Sell

400,000

01/06/06

19.1589

Buy

10,000

01/19/06

19.7500

Buy

5,000

01/20/06

19.7470

Buy

10,700

01/26/06

19.6019

Buy

8,600

01/27/06

19.7293

Buy

6,600

01/27/06

19.5998

Buy

9,600

01/30/06

19.7462

Buy

5,000

02/01/06

19.7170

 

 

I-2

 

 



 

 

 

Buy

19,800

02/02/06

19.6575

Buy

7,500

02/03/06

19.4568

Buy

17,200

02/06/06

19.4471

Buy

31,900

02/08/06

19.3886

Buy

9,300

02/09/06

19.5183

Buy

33,600

02/13/06

19.4685

Buy

68,100

02/14/06

19.5387

Buy

32,900

02/15/06

19.6410

Buy

30,000

03/01/06

19.9024

 

Western Investment Institutional Partners LLC

Buy

16,800

03/01/04

17.5171

Buy

49,600

03/02/04

17.5557

Buy

44,900

03/03/04

17.5540

Buy

1,700

03/09/04

17.4459

Buy

200

03/11/04

17.1300

Buy

5,000

03/12/04

17.0758

Buy

8,000

03/15/04

17.0413

Buy

9,600

03/16/04

17.0139

Buy

3,000

03/17/04

17.1406

Buy

100

03/18/04

17.2200

Buy

2,300

03/19/04

17.0443

Buy

2,300

03/22/04

16.8043

Buy

2,300

03/26/04

16.9443

Buy

4,800

03/29/04

17.1034

Buy

1,400

03/30/04

17.1614

Buy

5,000

03/31/04

17.1900

Buy

7,300

03/31/04

17.1637

Buy

13,400

04/01/04

17.2599

Buy

4,800

04/02/04

17.3284

Buy

12,200

04/05/04

17.3588

Buy

3,000

04/06/04

17.3456

Buy

3,000

04/08/04

17.4833

Buy

4,900

04/15/04

17.0487

Buy

8,400

04/20/04

17.1703

Buy

12,200

04/23/04

17.1780

Buy

7,400

04/26/04

17.1802

Buy

8,000

04/27/04

17.1946

Buy

8,100

10/05/04

16.8862

Buy

12,300

10/06/04

16.9117

Buy

5,300

12/03/04

17.9389

Buy

11,900

12/07/04

17.8839

Buy

15,000

12/08/04

17.7830

Buy

14,100

12/09/04

17.8686

Buy

3,000

12/10/04

17.8785

Buy

3,000

12/10/04

17.8585

Buy

42,600

12/10/04

17.8571

Buy

21,100

12/13/04

17.9713

Buy

70,000

12/15/04

18.0466

Buy

3,200

12/22/04

18.0429

 

 

I-3

 

 



 

 

 

Buy

6,400

12/23/04

18.1597

Buy

42,000

12/27/04

18.1635

Buy

22,500

12/29/04

18.1905

Buy

6,000

12/30/04

18.2264

Buy

4,300

12/30/04

18.2279

Buy

400

12/31/04

18.2835

Sell

5,300

03/29/05

17.6185

Sell

11,900

03/29/05

17.6185

Sell

15,000

03/29/05

17.6185

Sell

14,100

03/29/05

17.6185

Sell

42,600

03/29/05

17.6185

Sell

21,100

03/29/05

17.6185

Sell

10,000

03/29/05

17.6185

Sell

1,300

07/21/05

18.4107

Sell

116,300

01/04/06

18.8591

Sell

716,200

01/04/06

18.8593

 

Western Investment Activism Partners LLC

Buy

2,100

11/02/04

17.0084

Buy

8,500

11/03/04

17.1680

Buy

5,600

11/04/04

17.2500

Buy

52,400

11/04/04

17.3245

Buy

27,600

11/05/04

17.5197

Buy

30,500

11/05/04

17.5075

Buy

700

11/08/04

17.5028

Buy

9,200

11/10/04

17.5350

Buy

5,500

11/11/04

17.5808

Buy

7,500

11/12/04

17.7413

Buy

15,900

11/12/04

17.6966

Buy

19,300

11/15/04

17.7817

Buy

5,400

11/23/04

17.5320

Buy

5,500

12/03/04

17.9445

Buy

8,700

12/06/04

17.8893

Buy

27,100

12/06/04

17.8657

Buy

24,000

12/08/04

17.7823

Buy

20,900

12/13/04

17.9710

Buy

1,800

12/14/04

18.0085

Buy

9,100

12/14/04

18.0289

Buy

3,000

12/16/04

18.1185

Buy

5,400

12/16/04

18.0866

Buy

7,100

12/17/04

18.0631

Buy

9,000

12/23/04

18.1587

Buy

61,000

12/28/04

18.2007

Buy

30,200

12/29/04

18.1908

Buy

6,000

01/03/05

18.2943

Buy

6,000

01/04/05

17.8693

Buy

3,000

02/03/05

17.6802

Buy

9,200

02/04/05

17.7951

Buy

3,600

02/07/05

17.9199

 

 

I-4

 

 



 

 

 

Buy

3,000

02/09/05

17.9302

Sell

300

02/09/05

17.9242

Buy

5,400

02/15/05

18.0863

Buy

198,000

01/03/06

18.6467

Buy

832,500

01/04/06

18.8603

Buy

52,500

01/04/06

18.8811

Buy

14,300

01/05/06

18.9374

Sell

4,200

01/05/06

18.9800

Buy

400,000

01/06/06

19.1605

Buy

1,161,000

01/06/06

19.3298

Buy

164,900

01/06/06

19.1342

Sell

1,600

01/06/06

19.1394

 

 

 

 

Western Investment Total Return Master Fund Ltd.

Buy

44,900

09/27/04

16.4402

Sell

5,700

12/31/04

18.2796

Sell

3,000

12/31/04

18.2796

Sell

1,000

12/31/04

18.2796

Sell

2,100

12/31/04

18.2796

Sell

500

12/31/04

18.2796

Sell

500

12/31/04

18.2796

Sell

600

12/31/04

18.2796

Sell

1,300

12/31/04

18.2796

Sell

500

12/31/04

18.2796

Sell

400

12/31/04

18.2796

Sell

400

12/31/04

18.2796

Sell

1,000

12/31/04

18.2800

Sell

1,700

12/31/04

18.2800

Sell

2,600

12/31/04

18.2800

Sell

500

12/31/04

18.2800

Sell

1,500

12/31/04

18.2800

Sell

1,200

12/31/04

18.2800

Sell

800

12/31/04

18.2800

Sell

2,000

12/31/04

18.2800

Sell

1,200

12/31/04

18.2800

Sell

2,800

12/31/04

18.2800

Sell

500

12/31/04

18.2800

Sell

1,700

12/31/04

18.2800

Sell

500

12/31/04

18.2800

Sell

44,900

12/31/04

18.2800

 

 

 

 

Benchmark Plus Partners, L.L.C.

Buy

1,100

09/07/04

16.6800

Buy

1,900

09/08/04

16.6700

Buy

24,900

09/09/04

16.6491

Buy

20,300

09/13/04

16.7549

Buy

17,200

09/14/04

16.7595

Buy

5,300

09/15/04

16.6670

Buy

9,700

09/16/04

16.6727

 

 

I-5

 

 



 

 

 

Buy

12,700

09/20/04

16.7035

Buy

11,900

09/21/04

16.7356

Buy

300

09/22/04

16.6100

Buy

100

09/23/04

16.5100

Buy

17,100

09/24/04

16.5025

Buy

18,800

09/27/04

16.4260

Buy

17,100

09/28/04

16.4936

Buy

7,000

09/29/04

16.5233

Buy

36,800

09/30/04

16.5586

Buy

32,900

10/01/04

16.7452

Buy

1,900

10/25/04

16.3500

Buy

10,600

10/26/04

16.5300

Buy

11,000

10/27/04

16.7375

Buy

14,400

11/22/04

17.6445

Buy

9,600

11/23/04

17.6415

Buy

11,700

11/24/04

17.7291

Buy

10,300

11/26/04

17.8250

Buy

3,500

11/29/04

17.8229

Buy

3,400

11/30/04

17.7088

Buy

12,700

12/14/04

18.0650

Buy

9,000

02/15/05

18.1029

Buy

3,100

02/16/05

18.1014

Buy

16,625

02/17/05

18.0405

Buy

13,700

02/18/05

18.0168

Buy

29,500

02/22/05

17.8765

Buy

41,200

02/23/05

17.8677

Buy

19,600

02/24/05

17.9110

Buy

10,000

02/25/05

18.1343

Buy

13,200

02/28/05

18.0367

Buy

8,300

03/01/05

18.1270

Buy

18,700

03/02/05

18.1543

Buy

2,000

03/02/05

18.1300

Buy

800

03/03/05

18.1750

Buy

12,300

03/03/05

18.1712

Buy

15,400

03/04/05

18.3163

Buy

13,000

03/07/05

18.4154

Buy

10,900

03/08/05

18.3435

Buy

7,000

03/09/05

18.2186

Buy

4,000

03/10/05

18.1409

Buy

4,000

03/11/05

18.1417

Buy

4,900

03/14/05

18.0937

Buy

1,700

03/15/05

18.1881

Buy

2,900

03/23/05

17.5895

Buy

3,600

03/24/05

17.6830

Buy

11,300

03/28/05

17.6806

Buy

7,500

03/29/05

17.6043

Buy

11,900

03/30/05

17.6705

Buy

5,100

03/31/05

17.7907

Buy

3,900

04/01/05

17.6739

 

 

I-6

 

 



 

 

 

Buy

6,500

04/04/05

17.6396

Buy

4,300

04/05/05

17.8015

Buy

1,800

04/06/05

17.9002

Buy

2,500

04/07/05

17.9313

Buy

1,800

04/08/05

17.8366

Buy

3,100

04/11/05

17.7921

Buy

5,500

04/12/05

17.7106

Buy

2,500

04/13/05

17.7822

Buy

12,600

04/14/05

17.6489

Buy

5,700

04/15/05

17.4753

Buy

700

04/18/05

17.2760

Buy

26,400

04/21/05

17.3440

Buy

4,900

04/22/05

17.3303

Buy

31,700

04/25/05

17.4545

Buy

17,300

04/26/05

17.4420

Buy

17,800

04/27/05

17.2971

Buy

17,600

04/29/05

17.3154

Buy

3,600

05/02/05

17.4098

Buy

1,800

05/03/05

17.4200

Buy

7,200

05/04/05

17.5924

Buy

17,800

05/05/05

17.6490

Buy

5,000

05/06/05

17.6689

Buy

14,800

05/09/05

17.6438

Buy

20,500

05/10/05

17.5859

Buy

27,100

05/11/05

17.5609

Buy

33,600

05/12/05

17.5536

Buy

29,200

05/13/05

17.4242

Buy

58,400

05/16/05

17.4859

Buy

48,000

05/17/05

17.5502

Buy

10,700

05/18/05

17.7169

Buy

24,000

05/27/05

17.9496

Buy

19,700

05/31/05

17.8876

Buy

17,900

06/01/05

17.9896

Buy

1,900

06/02/05

17.9994

Buy

3,250

06/03/05

18.0011

Buy

500

06/07/05

18.0594

Buy

1,400

06/09/05

17.9495

Buy

4,700

06/10/05

17.9077

Buy

6,500

06/13/05

17.9750

Buy

5,500

06/14/05

17.9682

Buy

2,600

06/15/05

17.9993

Buy

5,200

06/16/05

18.0634

Buy

7,600

06/17/05

18.1829

Buy

6,200

06/20/05

18.1638

Buy

16,100

06/21/05

18.1730

Buy

17,000

06/22/05

18.1789

Buy

23,000

06/23/05

18.1218

Buy

5,000

06/24/05

17.9375

Buy

1,300

06/27/05

17.8266

 

 

I-7

 

 



 

 

 

Buy

4,100

07/05/05

17.8661

Buy

700

07/06/05

17.8917

Buy

3,000

07/07/05

17.8001

Buy

4,200

07/08/05

17.9972

Buy

4,900

07/11/05

18.1280

Buy

4,200

07/12/05

18.1842

Buy

9,800

07/13/05

18.1949

Buy

2,800

07/15/05

18.2989

Buy

2,600

07/20/05

18.3866

Buy

1,100

07/27/05

18.4300

Buy

5,700

07/28/05

18.5230

Buy

1,200

08/01/05

18.4268

Buy

5,000

08/02/05

18.5069

Buy

600

08/04/05

18.4879

Buy

3,200

08/09/05

18.4103

Buy

6,500

08/10/05

18.5466

Buy

800

08/11/05

18.4636

Buy

1,000

09/09/05

18.4800

Buy

3,000

09/19/05

18.2570

Buy

13,000

03/01/06

19.9024

 

 

 

 

Benchmark Plus Institutional Partners, L.L.C.

Buy

17,000

03/10/05

18.1409

Buy

15,800

03/11/05

18.1417

Buy

19,400

03/14/05

18.0937

Buy

6,600

03/15/05

18.1881

Buy

200

03/16/05

17.9400

Buy

11,400

03/23/05

17.5895

Buy

14,600

03/24/05

17.6830

Buy

44,000

03/28/05

17.6806

Buy

29,800

03/29/05

17.6043

Buy

120,000

03/29/05

17.6209

Buy

47,700

03/30/05

17.6705

Buy

20,200

03/31/05

17.7907

Buy

15,400

04/01/05

17.6739

Buy

25,600

04/04/05

17.6396

Buy

17,200

04/05/05

17.8015

Buy

7,300

04/06/05

17.9002

Buy

10,200

04/07/05

17.9313

Buy

7,200

04/08/05

17.8366

Buy

12,500

04/11/05

17.7921

Buy

21,800

04/12/05

17.7106

Buy

9,900

04/13/05

17.7822

Buy

29,300

04/14/05

17.6489

Buy

22,700

04/15/05

17.4753

Buy

31,300

04/18/05

17.2760

Buy

8,000

04/21/05

17.3440

Buy

2,200

04/22/05

17.3303

Buy

10,600

04/25/05

17.4545

Buy

5,700

04/26/05

17.4420

 

 

I-8

 

 



 

 

 

Buy

6,000

04/27/05

17.2971

Buy

5,800

04/29/05

17.3154

Buy

1,200

05/02/05

17.4098

Buy

600

05/03/05

17.4200

Buy

1,800

05/04/05

17.5924

Buy

4,400

05/05/05

17.6490

Buy

1,200

05/06/05

17.6689

Buy

3,700

05/09/05

17.6438

Buy

5,100

05/10/05

17.5859

Buy

19,700

05/31/05

17.8876

Buy

17,900

06/01/05

17.9896

Buy

10,500

06/02/05

17.9994

Buy

4,250

06/03/05

18.0011

Buy

7,000

06/06/05

17.9114

Buy

3,000

06/07/05

18.0594

Buy

6,500

06/08/05

17.9800

Buy

7,700

06/09/05

17.9495

Buy

26,900

06/10/05

17.9077

Buy

36,600

06/13/05

17.9750

Buy

31,000

06/14/05

17.9682

Buy

14,600

06/15/05

17.9993

Buy

20,800

06/16/05

18.0634

Buy

31,300

06/17/05

18.1829

Buy

24,800

06/20/05

18.1638

Buy

64,500

06/21/05

18.1730

Buy

69,500

06/22/05

18.1789

Buy

84,300

06/23/05

18.1218

Buy

20,600

06/24/05

17.9375

Buy

5,100

06/27/05

17.8266

Buy

1,300

07/01/05

17.7731

Buy

16,600

07/05/05

17.8661

Buy

2,900

07/06/05

17.8917

Buy

11,100

07/07/05

17.8001

Buy

9,000

07/08/05

17.9972

Buy

19,500

07/11/05

18.1280

Buy

16,900

07/12/05

18.1842

Buy

39,000

07/13/05

18.1949

Buy

300

07/14/05

18.2800

Buy

11,300

07/15/05

18.2989

Buy

10,500

07/20/05

18.3866

Buy

3,300

07/27/05

18.4300

Buy

22,800

07/28/05

18.5230

Buy

4,800

08/01/05

18.4268

Buy

19,800

08/02/05

18.5069

Buy

700

08/03/05

18.4700

Buy

2,200

08/04/05

18.4879

Buy

12,800

08/09/05

18.4103

Buy

26,200

08/10/05

18.5466

Buy

3,100

08/11/05

18.4636

 

 

I-9

 

 



 

 

 

Buy

1,600

08/17/05

18.3700

Buy

1,400

08/18/05

18.3300

Buy

200

08/22/05

18.3900

Buy

200

09/06/05

18.2800

Buy

1,000

09/09/05

18.4800

Buy

600

09/16/05

18.3700

Buy

12,200

09/19/05

18.2570

Buy

17,500

02/16/06

19.7394

Buy

6,800

02/17/06

19.8256

Buy

9,800

02/21/06

19.8003

Buy

16,600

02/22/06

19.8837

Buy

7,900

02/23/06

19.9168

Buy

5,700

02/24/06

19.8868

Buy

27,000

02/27/06

19.9745

 

 

 

 

Arthur D. Lipson

Buy

1,000

12/02/05

18.6900

 

 

I-10

 

 



 

 

SCHEDULE II

The following table is derived from the Company’s proxy statement filed with the

Securities and Exchange Commission on February 13, 2006

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The table below sets forth the beneficial ownership as of February 1, 2006 of (1) each person known by the Company to be the beneficial owner of more than 5% of the outstanding shares of the Company’s common stock, (2) each director of the Company, and (3) each executive officer of the Company. Each person had sole or shared voting or dispositive powers with respect to such shares.

 

 

 

 

Name

 

Number of Common Shares Owned

Percentage Owned

 

 

 

 

John R. Galvin

 

1,165

*

Alice S. Ilchman

 

7,390

*

Betsy S. Michel

 

2,266

*

Frank A. McPherson

 

56,026

*

William C. Morris

 

117,389

*

Leroy C. Richie

 

1,000

*

Robert L. Shafer

 

3,066

*

James N. Whitson

 

33,830

*

Brian T. Zino

 

42,130

*

John B. Cunningham

 

2,500

*

Michael F. McGarry

 

1,241

*

Charles W. Kadlec

 

7,541

*

Frank J. Nasta

 

1,033

*

All directors and officers as a group

 

276,577

*

A Group consisting of Western Investment LLC and
     including 13 other members.(1)

 

7,281,741

6.8%

 

 

 

 

 

______________

* Less than 1%

 

(1)

The Group consists of Western Investment LLC, Arthur D. Lipson, Western Investment Hedged Partners L.P., Western Investment Activism Partners LLC, 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, Marlene A. Plumlee and Elyse Nakajima.

 

II-1

 

 



 

 

IMPORTANT

Tell your Board what you think! Your vote is important. No matter how many Shares you own, please give Western Investment your proxy FOR the election proposal, FOR the auditor selection proposal and FOR the cumulative voting proposal described in this proxy statement by taking three steps:

SIGNING the enclosed common stock GOLD proxy card, if you own common stock, and the enclosed preferred stock GOLD proxy card, if you own preferred stock,

DATING the enclosed relevant GOLD proxy card(s), and

 

MAILING the enclosed relevant GOLD proxy card(s) TODAY in the postage-paid envelope provided.

If any of your Shares are held in the name of a brokerage firm, bank, bank nominee or other institution, only it can vote such Shares and only upon receipt of your specific instructions. Accordingly, please contact the person responsible for your account and instruct that person to execute the GOLD proxy card(s) representing your Shares. Western Investment urges you to confirm in writing your instructions to Western Investment in care of Innisfree M&A Incorporated at the address provided below so that Western Investment will be aware of all instructions given and can attempt to ensure that such instructions are followed.

If you have any questions or need assistance voting your Shares, please call:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders Call Toll-Free at: (877) 456-3510

Banks and Brokers Call Collect at: (212) 750-5833

 

 



 

 

GOLD PROXY CARD

COMMON STOCK

TRI-CONTINENTAL CORPORATION

2006 ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF WESTERN INVESTMENT HEDGED PARTNERS L.P.

THE BOARD OF DIRECTORS OF TRI-CONTINENTAL CORPORATION

IS NOT SOLICITING THIS PROXY

P R O X Y

The undersigned appoints Arthur D. Lipson and Scott Franzblau, and each of them, as the undersigned’s attorneys and agents with full power of substitution to vote all shares of common stock of Tri-Continental Corporation (the “Company”) which the undersigned would be entitled to vote if personally present at the annual meeting of stockholders of the Company, and including at any adjournments or postponements thereof and at any meeting called in lieu thereof.

The undersigned hereby revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of common stock of the Company held by the undersigned, and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes, or any of them may lawfully take by virtue hereof. If properly executed, this Proxy will be voted as directed on the reverse and in the discretion of such attorneys and proxies and their substitutes with respect to any other matters as may properly come before the annual meeting.

IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, 3 & 4.

This Proxy will be valid until the sooner of one year from the date indicated on the reverse side and the completion of the annual meeting.

IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

 

 

 



 

 

GOLD PROXY CARD

COMMON STOCK

WESTERN INVESTMENT HEDGED PARTNERS L.P. (“WESTERN”) RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3 & 4.

1.

Election of Directors:

Approval of Western’s proposal to elect its slate of director nominees.

 

FOR ALL NOMINEES

WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES

FOR ALL EXCEPT NOMINEE(S) WRITTEN BELOW

Nominees:   Arthur D. Lipson
Paul DeRosa
Marlene A. Plumlee

[ ]

[ ]

[ ]

______________

 

 

2.

Approval of the Company’s proposal to ratify the selection of Deloitte & Touche LLP as auditors of the Company for 2006:      

 

FOR

AGAINST

ABSTAIN

 

 

[ ]

[ ]

[ ]

 

 

 

3.

Approval of the stockholder proposal requesting the adoption of cumulative voting for the election of the Company’s board of directors:             

 

FOR

AGAINST

ABSTAIN

 

 

[ ]

[ ]

[ ]

 

 

 

4.

To vote and otherwise represent the undersigned on any other matter that may properly come before the annual meeting or any adjournment or postponement thereof, including voting on adjournment of the annual meeting with respect to one or more matters in the discretion of the proxy holder.

 

 

DATE: ____________________________

____________________________________

(Signature)

____________________________________

(Signature, if held jointly)

 

 

 



 

 

____________________________________

(Title)

WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC. SHOULD INDICATE THE CAPACITY IN WHICH SIGNING. PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY.

 

 



 

 

GOLD PROXY CARD

PREFERRED STOCK

TRI-CONTINENTAL CORPORATION

2006 ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF WESTERN INVESTMENT HEDGED PARTNERS L.P.

THE BOARD OF DIRECTORS OF TRI-CONTINENTAL CORPORATION

IS NOT SOLICITING THIS PROXY

P R O X Y

The undersigned appoints Arthur D. Lipson and Scott Franzblau, and each of them, as the undersigned’s attorneys and agents with full power of substitution to vote all shares of preferred stock of Tri-Continental Corporation (the “Company”) which the undersigned would be entitled to vote if personally present at the annual meeting of stockholders of the Company, and including at any adjournments or postponements thereof and at any meeting called in lieu thereof.

The undersigned hereby revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of preferred stock of the Company held by the undersigned, and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes, or any of them may lawfully take by virtue hereof. If properly executed, this Proxy will be voted as directed on the reverse and in the discretion of such attorneys and proxies and their substitutes with respect to any other matters as may properly come before the annual meeting.

IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, 3 & 4.

This Proxy will be valid until the sooner of one year from the date indicated on the reverse side and the completion of the annual meeting.

IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

 

 

 



 

 

GOLD PROXY CARD

PREFERRED STOCK

WESTERN INVESTMENT HEDGED PARTNERS L.P. (“WESTERN”)RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3 & 4.

1.

Election of Directors:

Approval of Western’s proposal to elect its slate of director nominees.

 

FOR ALL NOMINEES

WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES

FOR ALL EXCEPT NOMINEE(S) WRITTEN BELOW

Nominees:    Arthur D. Lipson
Paul DeRosa
Marlene A. Plumlee

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2.

Approval of the Company’s proposal to ratify the selection of Deloitte & Touche LLP as auditors of the Company for 2006:      

 

FOR

AGAINST

ABSTAIN

 

 

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3.

Approval of the stockholder proposal requesting the adoption of cumulative voting for the election of the Company’s board of directors:             

 

FOR

AGAINST

ABSTAIN

 

 

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4.

To vote and otherwise represent the undersigned on any other matter that may properly come before the annual meeting or any adjournment or postponement thereof, including voting on adjournment of the annual meeting with respect to one or more matters in the discretion of the proxy holder.         

 

 

DATE: ____________________________

____________________________________

(Signature)

____________________________________

(Signature, if held jointly)

____________________________________

(Title)

 

 

 



 

 

WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC. SHOULD INDICATE THE CAPACITY IN WHICH SIGNING. PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY.