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
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|_| Preliminary proxy statement.
|_| Definitive proxy statement.
| | Definitive additional materials.
|X| Soliciting material under Rule 14a-12.
|_| Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2)).
TRI-CONTINENTAL CORPORATION
(Name of Registrant as Specified in Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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FOR IMMEDIATE RELEASE
MEDIA CONTACT: STOCKHOLDER CONTACT:
Mary Ann Susco Marco Acosta
212-850-1382 800-597-6068 (Option #1)
suscom@jwseligman.com acostam@jwseligman
TRI-CONTINENTAL CORPORATION (NYSE:TY) CALLS FOR
SPECIAL MEETING OF STOCKHOLDERS
NEW YORK, NY, June 26, 2006 -- Tri-Continental Corporation (NYSE:TY) today
announced that a Special Meeting of Stockholders has been called for September
28, 2006 for the purpose of electing three Directors and voting on an amendment
to the quorum provisions in the Tri-Continental Charter.
On June 19, 2006, the independent inspectors of election for the Annual Meeting
of Stockholders, held on May 4, 2006, released their final report and the
Corporation publicly announced details of the votes cast at the Annual Meeting.
Although the Directors seeking re-election were supported by a significant
plurality of votes cast, they were not elected because no candidate received at
least 50% of the votes entitled to be cast, as required under the Corporation's
Bylaws.
Under Maryland law, the incumbent Directors legally could remain in office until
the Corporation's 2007 Annual Meeting, at which time an election would be held
for their successors. Following the 2006 Annual Meeting, however, the Board
determined that it would be in the best interests of the Corporation and its
Stockholders to have all directors duly elected by Stockholders. The Board
determined to call the Special Meeting in September 2006 for the purpose of
providing Stockholders with another opportunity to elect directors without
waiting until the 2007 Annual Meeting.
In order to increase the likelihood that directors will be elected, the required
vote for electing directors at the Special Meeting will be a plurality of votes
cast, in accordance with the Corporation's amended Bylaws. Tri-Continental also
announced that its Board has approved an amendment to the Corporation's Charter
to reduce the quorum requirement at a meeting of Stockholders from a majority of
the votes entitled to be cast to one-third of the votes entitled to be cast,
unless a higher percentage is specified in the Bylaws of the Corporation. The
amendment to the Charter is subject to Stockholder approval at the Special
Meeting.
Additional information about the Director election and the proposed Charter
amendment will be provided in the Corporation's proxy materials for the Special
Meeting, which the Corporation anticipates will be sent to Stockholders in
August.
Tri-Continental Corporation is one of the nation's largest, diversified,
publicly traded closed-end equity investment companies, and has paid dividends
for 62 consecutive years. The Fund is managed by J. & W. Seligman & Co.
Incorporated, a New York-based investment manager and advisor, which was founded
in 1864.
Stockholders are advised to read the Corporation's Preliminary Proxy Statement
and Definitive Proxy Statement for the Special Meeting, and any other related
documents that the Corporation will file with the Securities and Exchange
Commission ("SEC"), because they will contain important information.
Stockholders and other interested parties may obtain, free of charge, copies of
the Preliminary Proxy Statement and Definitive Proxy Statement and other related
documents filed by the Corporation at the SEC's website (http:/www.sec.gov). The
Definitive Proxy Statement and other related documents filed with the SEC will
also be obtainable by Stockholders from the Corporation free of charge. Such
requests may be sent to Georgeson Shareholder Communications or made by
telephone to 888-219-8293.
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