SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Tri-Continental Corporation
(Name of Registrant as Specified In Its Charter)
Not Applicable
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Tri-Continental Corporation
an investment you can live with
April , 2006
Dear Valued Stockholder:
We need your help to defeat a group of hedge funds who are attempting to take
control of your long-term investment for their short-term gain. We urge you to
support Tri-Continental by completing and signing the enclosed white proxy card.
You may have recently received material from the Hedge Fund Group, led by
Western Investment Hedged Partners. This group of dissidents is attempting to
install its own nominees on Tri-Continental's Board at the upcoming 77th Annual
Meeting of Stockholders on May 4, 2006. We are required by law to provide the
Hedge Fund Group with your address.
We regret any inconvenience that this may cause you.
Don't be confused by the large amount of material sent to you by the Hedge Fund
Group. Their goal is to install directors who will seek to have Tri-Continental
open-ended or liquidated solely to make a trading profit on their short-term
investment.
Outlined below are matters relating to your investment that we believe are
particularly important for your consideration:
o Tri-Continental's recent performance, for the periods ending March
31, 2006, has been highly respectable:
Average Annual Return
--------------------- Cumulative Return
3 months 1 year 3 years 3 years
-------- ------ ------- -------
Market Price 9.32% 15.29% 17.94% 64.06%
NAV 4.74 11.14 17.04 60.33
S&P 500 4.21 11.73 17.22 61.07
For more information on Tri-Continental's performance, visit
www.tricontinental.com.
o As a result of Tri-Continental's investment performance, substantial
capital gains have been realized since 2003. These gains have been
used to offset much of the tax loss carry-forward that resulted from
the bear market of 2000-2002.
2004 2005 2006(3 months)
---- ---- --------------
Realized Capital Gains $1.79 $2.23 $0.56
Capital gain payments to stockholders will resume once the loss
carryforward is eliminated. As of March 31, 2006, the loss
carryforward has been reduced to $2.11 per share.
o Tri-Continental's regular quarterly dividend was $.07 per share in
the first quarter of 2006, compared with $.04 per share in the
fourth quarter of 2003, an increase of 75%.
The Directors proposed by the Hedge Fund Group have little relevant experience,
and two of them own no shares of Tri-Continental. The Directors proposed by your
Board are highly qualified individuals with relevant experience, and each are
long-time stockholders of Tri-Continental.
Please support Tri-Continental by completing and signing the enclosed white
proxy card.
Sincerely,
/s/ William C. Morris /s/ Brian T. Zino
William C. Morris Brian T. Zino
Chairman President
We recently mailed you proxy material in which your Board of Directors
recommended that you use the White Proxy Card to:
o Vote "FOR" the re-election of three experienced Directors: General
John R. Galvin, Mr. William C. Morris, and Mr. Robert L. Shafer;
o Vote "FOR" the ratification of the selection of Deloitte & Touche
LLP as independent auditors of Tri-Continental for 2006; and
o Vote "AGAINST" the proposal recommending that the Board take steps
to provide for cumulative voting in the election of Directors of the
Corporation.
We urge you to support Tri-Continental by completing, signing and dating our
enclosed White Proxy Card and promptly mailing it in the enclosed postage-paid
envelope. Please do not sign or return the Gold proxy card sent to you by the
Western Investment Hedge Fund Group or its associates.
If you have already returned a Gold Proxy Card from the Western Investment Hedge
Fund Group and wish to vote according to the recommendations of your Board of
Directors, please return a currently dated White Proxy Card.
Whether or not you plan to attend the Meeting, and regardless of the number of
shares you own, we urge you to vote FOR your Board's nominees and AGAINST the
cumulative voting proposal.
Tri-Continental Corporation
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If you have questions or need assistance in voting your shares, please call:
Georgeson [LOGO] Shareholder
17 State Street, 10th Floor
New York, NY 10004
(888) 219-8293 (Toll Free)
Banks and Brokerage Firms please call:
(212) 440-9800
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