SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
(AS PERMITTED BY RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
TRI-CONTINENTAL CORPORATION
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(Name of Registrant as Specified In Its Charter)
[INSERT NAME]
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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(1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
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[LOGO] Tri-Continental Corporation
an investment you can live with
July 27, 2006
Dear Valued Stockholder:
The election of highly qualified and experienced directors is paramount to the
long-term viability of Tri-Continental. We therefore ask that you read this
letter carefully and cast your vote for the slate of directors proposed by the
Board of Tri-Continental at a Special Meeting of Stockholders set for
September 28, 2006.
At the May 4, 2006 Annual Meeting of Stockholders, Tri-Continental's slate of
incumbent directors received the vast majority of votes cast. These experienced
directors handily beat the candidates proposed by a group of dissident hedge
funds, by approximately 45% to 25%. In accordance with Tri-Continental's
Bylaws, however, 50% of outstanding votes are required to elect directors at an
Annual Meeting. As a consequence, Tri-Continental's slate of Directors was not
elected.
The threshold for election of directors at the Special Meeting has been set by
the Board of Directors as a simple plurality of votes cast, either in person or
by proxy. Tri-Continental's Directors unanimously approved the plurality vote
requirement and the Special Meeting, concluding that it is in the best interest
of the Corporation and its Stockholders to have all Directors duly elected for
full terms.
We requested support from Tri-Continental Stockholders earlier this year and
received it in the vast majority of votes cast. We request that you once again
demonstrate your support for the highly qualified and experienced candidates
recommended by your Board of Directors, with a vote on the enclosed white proxy
card for the re-election of Directors: General John R. Galvin, Chairman William
C. Morris, and Ambassador Robert L. Shafer.
Once again, a dissident Hedge Fund group has informed us that it is contesting
the election and proposing its own candidates. You will likely receive mailings
and phone calls from them. Regardless of the stated objectives of the Hedge
Fund group, we believe its goal is to install directors who will seek to have
Tri-Continental open-ended or liquidated solely to make a trading profit on a
short-term investment. This strategy would be consistent with the pattern of
past conduct of certain members of the group with other closed-end funds.
Certain members of the dissident Hedge Fund group also have a history of
subverting the democratic process for closed-end funds by refusing to cast
their votes, and thereby depriving corporations of the necessary quorum to
elect directors and conduct other business. To ensure that the Hedge Fund group
cannot use this tactic to derail future Tri-Continental meetings and add
potentially significant costs to future stockholder solicitations, we are
requesting that you approve a change in the Articles of Incorporation for
Tri-Continental that would reduce Tri-Continental's quorum requirement to
one-third of outstanding votes entitled to be cast.
We recognize that proxy solicitations, particularly in contested elections, can
be bothersome to stockholders. We ask for your forbearance throughout the
solicitation period and express our gratitude for your patience and support.
Please complete, sign, and date the enclosed White Proxy Card and promptly mail
it in the enclosed envelope, to have your vote counted in the Special Meeting
of Stockholders on September 28, 2006. This is essential, as proxies submitted
in conjunction with the May 4, 2006 Annual Meeting of Stockholders are NOT
valid in this new election.
Thank you for your continued support of Tri-Continental.
Sincerely,
[LOGO] William C. Morris /s/ Brian T. Zino
William C. Morris Brian T. Zino
Chairman President
[LOGO] Tri-Continental Corporation
100 Park Avenue, New York, New York 10017
New York City Telephone (212) 850-1864
Toll-Free Telephone (800) 221-2450
Notice of Special Meeting of Stockholders
to be held on September 28, 2006
To the Stockholders:
A Special Meeting of Stockholders (the "Meeting") of Tri-Continental
Corporation, a Maryland corporation (the "Corporation"), will be held at the
offices of Venable LLP, 2 Hopkins Plaza, Baltimore, Maryland 21202, on
September 28, 2006 at 9:30 A.M., for the following purposes:
(1) To elect three Directors, each to hold office until the 2009 Annual
Meeting of Stockholders and until their successors are elected and
qualify;
(2) To consider and vote on a proposal to approve an amendment to the
Corporation's charter to provide that the presence in person or by
proxy of Stockholders entitled to cast at least one-third (1/3) of all
of the votes entitled to be cast at a Stockholder meeting constitutes a
quorum, unless a higher percentage is specified in the Bylaws of the
Corporation; and
(3) To transact such other business as may properly come before the Meeting
or any adjournment or postponement thereof, including proposing and/or
voting on adjournment or postponement of the Meeting, including,
without limitation, in the event that sufficient votes in favor of any
proposal or nominee for election as a Director are not received, in the
discretion of the proxy holder;
all as set forth in the Proxy Statement accompanying this Notice.
The close of business on July 25, 2006 has been fixed as the record date
for the determination of Stockholders entitled to notice of, and to vote at,
the Meeting or any adjournment or postponement thereof.
Only directors, officers, employees and agents of the Corporation and
holders of the Corporation's stock as of the record date for the Meeting and
their duly authorized proxies are entitled to attend the Meeting. You will need
to provide proof of ownership of the Corporation's stock or, if your shares are
held in street name, a proxy from the street name holder to enter the Meeting.
Your vote is very important. Proxies submitted in conjunction with the
Corporation's 2006 Annual Meeting of Stockholders, held on May 4, 2006, are not
valid at the Meeting. 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 for the proposal to amend the
Corporation's charter by promptly completing, signing, dating and returning the
enclosed White Proxy Card, or by authorizing your proxy by telephone or
Internet as described in the enclosed White Proxy Card.
We strongly urge you not to sign any proxy card that may be sent to you by
the dissident Hedge Fund group that has announced its intention to solicit
proxies in connection with the Meeting. If you have previously returned any
proxy card sent to you by the Hedge Funds or any person other than the
Corporation, or if you previously gave your proxy to the Hedge Funds by
telephone or Internet, you may change any vote you may have indicated by
completing, signing, dating and returning the enclosed White Proxy Card in the
accompanying envelope, or by authorizing your proxy by telephone or Internet as
described in the enclosed White Proxy Card. In addition, you may be able to
authorize your proxy by telephone through the Corporation's proxy solicitor. If
you hold your shares in a brokerage or bank account (in "street name"), your
broker or bank may not vote your shares at the Meeting (as it has in past
routine annual meetings) unless you complete, date, sign and return promptly
the voting instructions form it will send you. In addition, if you hold your
shares in a brokerage or bank account, your broker or bank may allow you to
provide your voting instructions by telephone or Internet. Please consult the
materials you receive from your broker or bank prior to authorizing a proxy by
telephone or Internet.
If you have any questions or need additional information, please contact
Georgeson Shareholder Communications Inc., the Corporation's proxy solicitors,
at 17 State Street, New York, New York 10004, or by telephone at 1-888-219-8293.
By order of the Board of Directors,
/s/ Frank J. Nasta
Secretary
Dated: New York, New York, July 27, 2006
-----------------
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN.
You may authorize your proxy by telephone or Internet, or by completing, dating
and signing the enclosed White Proxy Card, and returning it in the envelope
provided, which is addressed for your convenience and needs no postage if
mailed in the United States. In order to avoid the additional expense of
further solicitation, we ask your cooperation in authorizing your proxy
promptly by telephone or Internet, or by mailing the enclosed White Proxy Card
promptly.
July 27, 2006
[LOGO] Tri-Continental Corporation
100 Park Avenue, New York, New York 10017
PROXY STATEMENT
Special Meeting of Stockholders to be held on September 28, 2006
This Proxy Statement is furnished to you in connection with the
solicitation of proxies by the Board of Directors of Tri-Continental
Corporation, a Maryland corporation ("Tri-Continental" or the "Corporation"),
to be exercised at the Special Meeting of Stockholders (the "Meeting") to be
held at the offices of Venable LLP, 2 Hopkins Plaza, Baltimore, Maryland 21202,
on September 28, 2006. It is expected that the Notice of Special Meeting, this
Proxy Statement and form of Proxy will first be mailed to Stockholders on or
about July 27, 2006.
THIS IS A VERY IMPORTANT SPECIAL MEETING OF STOCKHOLDERS OF THE
CORPORATION. The Corporation held its 2006 Annual Meeting of Stockholders on
May 4, 2006. As permitted by Maryland law, Directors of the Corporation are
divided into three classes, with staggered terms, and each year elections for
Directors of one of the three classes are held at the Annual Meeting of
Stockholders. At the 2006 Annual Meeting of Stockholders, a majority of the
votes entitled to be cast for the election of Directors was required in order
for a nominee to be elected as a Director. However, the election was contested
and none of the nominees received the required vote, although the Corporation's
slate of incumbent Directors received the vast majority of votes cast. Because
no Directors were elected, under Maryland law, the incumbent Directors held
over and may legally remain in office until the Corporation's 2007 Annual
Meeting of Stockholders, at which time elections would be held for their
successors, along with the next succeeding class of Directors.
On June 26, 2006, the Board of Directors amended the Corporation's Bylaws
to provide that, while the election of Directors at an Annual Meeting of
Stockholders will continue to require the affirmative vote of the holders of a
majority of the votes entitled to be cast, the Board may call a special meeting
of Stockholders for the purpose of electing Directors prior to the 2007 Annual
Meeting of Stockholders. Under the amended Bylaws, the required vote to elect
Directors at such special meeting at which a quorum is present is a plurality
of the votes cast.
1
The Board has called the Meeting for the purpose of electing Directors. As
a result, assuming that Stockholders elect Directors at the Meeting, it will
not be necessary for the Directors whose terms would otherwise have expired at
the 2006 Annual Meeting of Stockholders to hold over until the 2007 Annual
Meeting of Stockholders without being elected by Stockholders. At the Meeting,
Stockholders will also vote on the Board's proposal that the Corporation's
Charter be amended to permit a lower quorum at meetings of Stockholders, for
the reasons discussed herein.
Following the announcement of the Special Meeting by the Corporation, a
group of dissident Hedge Funds informed the Corporation of its intention to
solicit proxies against the nominees of your Board of Directors and in favor of
its nominees. The same group of Hedge Funds solicited proxies in favor of its
nominees in connection with the 2006 Annual Meeting of Stockholders. These
nominees received substantially fewer votes than the Board's nominees. Your
Board strongly believes that the Board's nominees for re-election as Directors
at the Meeting are far better qualified than those proposed by the dissident
Hedge Fund group. In addition, the Board believes that the Board's nominees
will better serve the interests of all Stockholders.
Proxies authorized in conjunction with the Corporation's 2006 Annual
Meeting of Stockholders are not valid at the Meeting. With regard to the
Meeting, if you properly authorize your proxy by telephone or Internet or by
executing and returning the enclosed White Proxy Card, and your proxy is not
subsequently revoked, your votes will be cast at the Meeting, and any
postponement or adjournment thereof, in accordance with your instructions. If
you return your signed White Proxy Card without instructions, your votes will
be cast (i) FOR the election of the three Directors named in Proposal 1 and
(ii) FOR Proposal 2, to approve the amendment to the Corporation's Charter to
reduce the quorum for a meeting of Stockholders, as described below. Your votes
will be cast in the discretion of the Proxy holders on any other matter that
may properly have come before the Meeting and any postponement or adjournment
thereof, including, but not limited to, the adjournment or postponement of the
Meeting to solicit additional votes in favor of the proposal to amend the
Charter if sufficient votes are not received.
If you execute, date and submit a proxy card, you may revoke your proxy or
change it by written notice to the Corporation (Attention: Secretary), by
submitting a subsequently executed and dated proxy or by attending the Meeting
and casting your vote in person. If you authorize your proxy by telephone or
Internet, you may revoke it by authorizing a subsequent proxy by telephone or
Internet, or by completing, signing and returning a proxy card dated as of a
date that is later than your last telephone or Internet proxy submission or by
attending the Meeting and casting your vote in person. Attending the Meeting
will not automatically revoke any previously delivered proxy.
2
The close of business on July 25, 2006 has been fixed as the record date
for the determination of Stockholders entitled to notice of, and to vote at,
the Meeting and any adjournment or postponement thereof. On that date, the
Corporation had outstanding 752,740 shares of $2.50 cumulative preferred stock
(the "Preferred Stock"), the holder of each share being entitled to two votes
per share, and 105,533,774 shares of common stock, par value $0.50 (the "Common
Stock"), the holder of each share being entitled to one vote per share. For all
matters to be voted upon, an abstention or broker non-vote will not be
considered a vote cast. Abstentions and broker non-votes, if any, will be
considered present for the purpose of determining the presence of a quorum. For
purposes of the vote on the election of each nominee for Director, abstentions
and broker non-votes, if any, will have no effect on the result of the vote.
For purposes of the vote on Proposal 2, abstentions and broker non-votes, if
any, will have the effect of a vote against the proposal.
The presence in person or by proxy of Stockholders entitled to cast a
majority of all the votes entitled to be cast at the Meeting will constitute a
quorum. In the event that a quorum is not present at the Meeting or, even if a
quorum is present, in the event that sufficient votes in favor of any Board
proposal (or the election of each of the Board's nominees for Director) are not
received and tabulated prior to the time the Meeting is called to order, the
persons named as proxies may propose and vote for one or more adjournments or
postponements of the Meeting, with no notice other than an announcement at the
Meeting, if a quorum is not present or, if a quorum is present, before calling
for a vote on such Board proposal or nominee, and further solicitation may be
made. The proxies given by Stockholders indicating a vote against a Board
proposal will be voted against adjournment or postponement of the Meeting in
respect of that proposal.
The Corporation's manager is J. & W. Seligman & Co. Incorporated (the
"Manager"). The Corporation's Stockholder service agent is Seligman Data Corp.
("SDC"). The address of each of these entities is 100 Park Avenue, New York, NY
10017. The Corporation will furnish, without charge, a copy of its most recent
annual report and most recent semi-annual report to any Stockholder upon
request to SDC at 1-800-221-2450.
If you have elected to receive one Proxy Statement for all accounts
maintained by members of your household, the Corporation will deliver promptly
upon written or oral request a separate copy of the Proxy Statement for a
separate account.
3
A. Election of Directors
(Proposal 1)
The Board of Directors is presently composed of nine Directors. As
authorized by Maryland law, the Board is divided into three classes, each of
which consists of three Directors. Members of each class hold office for a term
of three years and until their successors are elected and qualify. The term of
one class expires at the annual meeting of Stockholders in each year.
At the Meeting, three Directors are to be elected. General John R. Galvin,
Mr. William C. Morris, and Ambassador Robert L. Shafer have been unanimously
recommended by the Director Nominating Committee of the Board of Directors of
the Corporation and nominated by the Board of Directors for election to the
class of Directors whose term will expire at the 2009 Annual Meeting of
Stockholders and when their successors are elected and qualify. Although
General Galvin has reached the retirement age set by Board policy, the Board
has waived this policy in his case at the unanimous recommendation of the
Director Nominating Committee.
It is the intention of the persons named in the accompanying form of proxy
to nominate and to cast your votes for the election of General Galvin,
Mr. Morris and Ambassador Shafer. General Galvin has been a Director of the
Corporation since 1995, Mr. Morris has been a Director and Chairman of the
Corporation since 1988, and Ambassador Shafer has been a Director of the
Corporation since 1991. All were last elected by Stockholders at the 2003
Annual Meeting.
Each nominee has agreed to serve if elected. There is no reason to believe
that any of the nominees will become unavailable for election as a Director of
the Corporation, but if that should occur before the Meeting, the persons named
as proxies will vote for the persons the Director Nominating Committee and the
Board of Directors recommend.
4
Background information regarding General Galvin, Mr. Morris and Ambassador
Shafer, as well as the other Directors of the Corporation, follows.
Term of Number of
Office if Portfolios in
Elected and Principal Occupation(s) During Fund Complex
Name (Age) and Length of Past 5 Years, to be Overseen
Position With Corporation* Time Served Directorships and Other Information by Nominee
-------------------------- ------------ ----------------------------------------------- --------------
Independent Director Nominees
John R. Galvin (77) 2006-2009; Dean Emeritus, Fletcher School of Law and 58
Director 1995 to Date Diplomacy at Tufts University; Director or
[PHOTO] John R. Galvin Trustee of each of the investment companies of
the Seligman Group of Funds+; and Chairman
Emeritus, American Council on Germany.
Formerly, Director, Raytheon Co. (defense and
commercial electronics), Governor of the
Center for Creative Leadership, and Trustee,
Institute for Defense Analyses. From February
1995 until June 1997, he was a Director of
USLIFE Corporation (life insurance). From
June 1987 to June 1992, he was the Supreme
Allied Commander, NATO and the
Commander-in-Chief, United States European
Command.
Robert L. Shafer (74) 2006-2009; Ambassador and Permanent Observer of the 58
Director 1991 to Date Sovereign Military Order of Malta to the
[PHOTO] Robert L. Shafer United Nations; and Director or Trustee of each
of the investment companies of the Seligman
Group of Funds+. From May 1987 until June
1997, Director, USLIFE Corporation (life
insurance) and from December 1973 until
January 1996, Vice President, Pfizer Inc.
(pharmaceuticals).
5
Term of Number of
Office if Portfolios in
Elected and Principal Occupation(s) During Fund Complex
Name (Age) and Length of Past 5 Years, to be Overseen
Position With Corporation* Time Served Directorships and Other Information by Nominee
-------------------------- ------------ ---------------------------------------------- --------------
Interested Director Nominee
William C. Morris** (68) 2006-2009; Chairman, J. & W. Seligman & Co. 58
Director and Chairman 1988 to Date Incorporated; Chairman of the Board and
[PHOTO] William C. Morris Director or Trustee of each of the investment
companies of the Seligman Group of Funds+;
Chairman, Seligman Advisors, Inc., Seligman
Services, Inc. and Carbo Ceramics Inc.
(manufacturer of ceramic proppants for oil and
gas industry); Director, Seligman Data Corp.;
and President and Chief Executive Officer of
The Metropolitan Opera Association. Formerly,
Director, Kerr-McGee Corporation (diversified
energy and chemical company) and Chief
Executive Officer of each of the investment
companies of the Seligman Group of Funds.
Other Directors
The other Directors of the Corporation are:
Number of
Term of Portfolios in
Office and Principal Occupation(s) During Fund Complex
Name (Age) and Length of Past 5 Years, to be Overseen
Position With Corporation* Time Served Directorships and Other Information by Director
-------------------------- ------------ ---------------------------------------------- --------------
Independent Directors
Alice S. Ilchman (71) 2004-2007; President Emerita, Sarah Lawrence College; 58
Director 1990 to Date Director or Trustee of each of the investment
companies of the Seligman Group of Funds+;
Director, Jeannette K. Watson Fellowship
(internships for college students); Trustee,
Committee for Economic Development;
Governor, Court of Governors, London School
of Economics; and Director, Public
Broadcasting Service (PBS). Formerly,
Trustee, Save the Children (non-profit child
assistance organization). From January 1996 to
December 2000, Chairman, The Rockefeller
Foundation (charitable foundation). From
September 1987 until September 1997,
Director, New York Telephone Company.
6
Number of
Term of Portfolios in
Office and Principal Occupation(s) During Fund Complex
Name (Age) and Length of Past 5 Years, to be Overseen
Position With Corporation* Time Served Directorships and Other Information by Director
-------------------------- ------------ ------------------------------------------------ --------------
Frank A. McPherson (73) 2004-2007; Retired Chairman of the Board and Chief 58
Director 1995 to Date Executive Officer of Kerr-McGee Corporation
(diversified energy and chemical company);
Director or Trustee of each of the investment
companies of the Seligman Group of Funds+;
and Director, DCP Midstream GP, LLP
(natural gas processing), Integris Health (owner
of various hospitals), Oklahoma Chapter of the
Nature Conservancy, Oklahoma Medical
Research Foundation, Boys and Girls Clubs of
Oklahoma, Oklahoma City Public Schools
Foundation and Oklahoma Foundation for
Excellence in Education. Formerly, Director,
ConocoPhillips (integrated international oil
corporation), Kimberly-Clark Corporation
(consumer products) and BOK Financial (bank
holding company). From 1990 until 1994,
Director, the Federal Reserve System's Kansas
City Reserve Bank.
Betsy S. Michel (64) 2005-2008; Attorney; Director or Trustee of each of the 58
Director 1985 to Date investment companies of the Seligman Group
of Funds+; and Trustee, The Geraldine
R. Dodge Foundation (charitable foundation).
Formerly, Chairman of the Board of Trustees
of St. George's School (Newport, RI); and
Trustee, World Learning, Inc. (international
educational training) and Council of New
Jersey Grantmakers.
7
Number of
Term of Portfolios in
Office and Principal Occupation(s) During Fund Complex
Name (Age) and Length of Past 5 Years, to be Overseen
Position With Corporation* Time Served Directorships and Other Information by Director
-------------------------- ------------ ----------------------------------------------- --------------
Leroy C. Richie (64) 2004-2007; Counsel, Lewis & Munday, P.C. (law firm); 57
Director 2000 to Date Chairman and Chief Executive Officer, Q
Standards Worldwide, Inc. (library of technical
standards); Director or Trustee of each of the
investment companies of the Seligman Group
of Funds+ (with the exception of Seligman
Cash Management Fund, Inc.); Director, Kerr-
McGee Corporation (diversified energy and
chemical company), Infinity, Inc. (oil and gas
services and exploration) and Vibration Control
Technologies, LLC (auto vibration
technology); Lead Outside Director, Digital
Ally Inc. (digital imaging); Director and
Chairman, Highland Park Michigan Economic
Development Corp.; and Chairman, Detroit
Public Schools Foundation. Formerly, Trustee,
New York University Law Center Foundation;
and Vice Chairman, Detroit Medical Center,
and Detroit Economic Growth Corp. From
1990 until 1997, Vice President and General
Counsel, Automotive Legal Affairs, Chrysler
Corporation.
James N. Whitson (71) 2005-2008; Retired Executive Vice President and Chief 58
Director 1993 to Date Operating Officer, Sammons Enterprises, Inc.
(a diversified holding company); Director or
Trustee of each of the investment companies of
the Seligman Group of Funds+; and Director,
CommScope, Inc. (manufacturer of coaxial
cable). Formerly, Director and Consultant,
Sammons Enterprises, Inc. and a Director of C-
SPAN (cable television networks).
8
Number of
Term of Portfolios in
Office and Principal Occupation(s) During Fund Complex
Name (Age) and Length of Past 5 Years, to be Overseen
Position With Corporation* Time Served Directorships and Other Information by Director
-------------------------- ----------- ---------------------------------------------- --------------
Interested Director
Brian T. Zino** (53) 2005-2008; Director and President, J. & W. Seligman & 57
Director, President and Chief Dir.: 1993 Co. Incorporated; President, Chief Executive
Executive Officer to Date Officer and, with the exception of Seligman
Pres.: 1995 Cash Management Fund, Inc., Director or
to Date Trustee of each of the investment companies of
CEO: 2002 the Seligman Group of Funds+; Director,
to Date Seligman Advisors, Inc. and Seligman
Services, Inc.; Chairman, Seligman Data Corp.;
Member of the Board of Governors of the
Investment Company Institute; and Director
(formerly Chairman), ICI Mutual Insurance
Company.
-----------------
+ The Seligman Group of Funds currently consists of 24 registered investment
companies (comprising 58 separate portfolios), including the Corporation.
* The address for each Director or Nominee is 100 Park Avenue, New York, New
York 10017.
** Messrs. Morris and Zino are considered "interested persons" of the
Corporation, as defined in the Investment Company Act of 1940, as amended
("1940 Act"), by virtue of their positions with the Manager and its
affiliates.
Beneficial Ownership of Shares of the Corporation and Funds of Complex
As of June 30, 2006, each Director (and Nominee) beneficially owned shares
of the Corporation and the investment companies of the Seligman Group of Funds
as follows:
Aggregate Dollar Range of Shares Owned
Dollar Range of Common by Director or Nominee of All Funds
Shares Owned by Director Overseen or to be Overseen by Director
Name of Director/Nominee or Nominee of the Corporation or Nominee of Seligman Group of Funds
------------------------ ----------------------------- --------------------------------------
Independent Directors/Nominees
John R. Galvin $10,001-$50,000 $50,001-$100,000
Alice S. Ilchman Over $100,000 Over $100,000
Frank A. McPherson Over $100,000 Over $100,000
Betsy S. Michel $10,001-$50,000 Over $100,000
Leroy C. Richie $10,001-$50,000 $10,001-$50,000
Robert L. Shafer $50,001-$100,000 Over $100,000
James N. Whitson Over $100,000 Over $100,000
9
Aggregate Dollar Range of Shares Owned
Dollar Range of Common by Director or Nominee of All Funds
Shares Owned by Director Overseen or to be Overseen by Director
Name of Director/Nominee or Nominee of the Corporation or Nominee of Seligman Group of Funds
------------------------ ----------------------------- --------------------------------------
Interested Directors/Nominee
William C. Morris Over $100,000 Over $100,000
Brian T. Zino Over $100,000 Over $100,000
As of June 30, 2006, all Directors and officers of the Corporation as a
group owned beneficially less than 1% of the Corporation's Common Stock and
less than 1% of the Corporation's Preferred Stock.
Section 16(a) Beneficial Ownership Reporting Compliance
During the year ended December 31, 2005, one transaction in the
Corporation's Common Stock by David F. Stein (Vice Chairman of the Manager),
two transactions in the Corporation's Common Stock by Frank J. Nasta (Secretary
of the Corporation) and four transactions in the Corporation's Common Stock by
Michael F. McGarry (a Vice President and Co-Portfolio Manager of the
Corporation) were not reported within two business days as required. The
necessary filings for each Stockholder were subsequently made.
Security Ownership of Certain Beneficial Owners
The table below sets forth the beneficial ownership as of July 11, 2006 of
each person (including any "group" as that term is used in Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended) known by the Corporation to be
the beneficial owner of more than 5% of the outstanding shares of any class of
the Corporation's stock.
Name of Beneficial Owner Number of Shares Beneficially Owned Percent of Class
------------------------ ----------------------------------- ----------------
A group led by Western Investment 9,855,541 shares of Common 9.32%
Hedged Partners L.P., and Stock
including 14 other members/1/
-----------------
1 Information regarding group membership and shareholdings was obtained from
the Schedule 13D/A filed by the group with the Securities and Exchange
Commission on July 12, 2006. According to that Schedule 13D/A, the members
of the group are Western Investment LLC, Western Investment Hedged Partners
L.P., 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, Paul DeRosa, David B. Ford, Scott
Franzblau, Robert Ferguson, Michael Dunmire and Elyse Nakajima.
10
Board Committees
The Board of Directors met nine times during the year ended December 31,
2005. The standing committees of the Board include the Board Operations
Committee, Audit Committee, and Director Nominating Committee. These Committees
are comprised solely of Directors who are not "interested persons" of the
Corporation as that term is defined in the 1940 Act. The duties of these
Committees are described below.
Board Operations Committee. This Committee has authority generally to
direct the operations of the Board, including the nomination of members of
other Board Committees and the selection of legal counsel for the Corporation.
The Committee met seven times during the year ended December 31, 2005. Members
of the Committee, Messrs. McPherson (Chairman), Richie and Whitson, General
Galvin, Ambassador Shafer, Dr. Ilchman and Ms. Michel, are the independent
Directors of the Corporation. In his capacity as Chairman of the Board
Operations Committee, Mr. McPherson performs duties similar to those of a "lead
independent director," as he chairs meetings of the independent Directors, and
acts as a point of contact between the independent Directors and the Manager
between Board meetings in respect of general matters.
Audit Committee. This Committee assists the Board in its oversight of the
Corporation's financial reporting process and operates pursuant to a written
charter most recently amended on March 17, 2005. The Committee met three times
during the year ended December 31, 2005. Members of this Committee are Messrs.
Whitson (Chairman) and Richie, General Galvin, and Ms. Michel. The members of
this Committee are "independent" as required by applicable listing standards of
the New York Stock Exchange. The report of the Audit Committee, as approved on
February 1, 2006, is attached to this Proxy Statement as Appendix 1.
Director Nominating Committee. Members of the Director Nominating
Committee are Messrs. Shafer (Chairman) and McPherson, and Dr. Ilchman. The
Director Nominating Committee met once during the year ended December 31, 2005.
Pursuant to its written charter adopted by the Board of Directors on March 18,
2004, the Director Nominating Committee identifies, evaluates, selects and
nominates, or recommends for nomination, candidates for the Board. It also may
set standards or qualifications for Directors. The Director Nominating
Committee may consider candidates for the Board submitted by current Directors,
the Manager, the Stockholders and other appropriate sources.
The Director Nominating Committee will consider candidates submitted by a
Stockholder or group of Stockholders who have owned at least $10,000 of the
Corporation's outstanding Common
11
Stock for at least one year at the time of submission and who timely provide
specified information about the candidates and the nominating Stockholder or
group. To be timely for consideration by the Director Nominating Committee, the
submission, including all required information, must be submitted in writing to
the attention of the Secretary at 100 Park Avenue, New York, NY 10017, (i) for
an annual meeting, not less than 120 days before the date of the proxy
statement for the previous year's annual meeting of Stockholders and (ii) for a
special meeting, not earlier than 150 days prior to such meeting nor later than
the later of 120 days prior to such meeting or the tenth day following the
first public announcement of such meeting. The Director Nominating Committee
will consider only one candidate submitted by such a Stockholder or group for
nomination for election at an annual or special meeting of Stockholders. The
Director Nominating Committee will not consider self-nominated candidates or
candidates nominated by members of a candidate's family, including such
candidate's spouse, children, parents, uncles, aunts, grandparents, nieces and
nephews.
The Director Nominating Committee will consider and evaluate candidates
submitted by the nominating Stockholder or group on the basis of the same
criteria as those used to consider and evaluate candidates submitted from other
sources. These criteria may include the candidate's relevant knowledge,
experience and expertise, the candidate's ability to carry out his or her
duties in the best interests of the Corporation and the candidate's ability to
qualify as a disinterested Director. The charter for the Director Nominating
Committee, which provides a detailed description of the criteria used by the
Director Nominating Committee as well as information required to be provided by
Stockholders submitting candidates for consideration by the Director Nominating
Committee, was included in the proxy statement for the 2004 Annual Meeting of
Stockholders.
Procedures for Communications to the Board of Directors
The Board of Directors has adopted a process for Stockholders to send
communications to the Board. To communicate with the Board of Directors or an
individual Director, a Stockholder may send written communications to 100 Park
Avenue, New York, NY 10017, addressed to the Board of Directors of
Tri-Continental Corporation or the individual Director. All Stockholder
communications received in accordance with this process will be forwarded to
the Board of Directors or the individual Director. Each member of the Board of
Directors is encouraged to attend the Corporation's Annual Meeting of
Stockholders. There were nine members of the Board of Directors in attendance
at the Corporation's 2005 Annual Meeting of Stockholders and eight members of
the Board of Directors in attendance at the Corporation's 2006 Annual Meeting
of Stockholders.
12
Executive Officers of the Corporation
Information with respect to Executive Officers, other than Messrs. Morris
and Zino, is as follows:
Name (Age) and Position Term of Office and
With the Corporation Length of Time Served* Principal Occupation During Past Five Years
-------------------- ---------------------- -----------------------------------------------
John B. Cunningham (41) 2004 to Date Mr. Cunningham is a Managing Director and
Vice President and Chief Investment Officer of the Manager, a
Portfolio Manager Vice President and Portfolio Manager of the
Corporation, Seligman Common Stock Fund,
Inc. and Seligman Income and Growth Fund,
Inc. and a Vice President and Co-Portfolio
Manager of Seligman TargetHorizon ETF
Portfolios, Inc. He is also a Vice President of
Seligman Portfolios, Inc., as well as Portfolio
Manager of its Common Stock Portfolio.
Prior to joining the Manager, beginning in
2001, he was a Managing Director and Senior
Portfolio Manager of Salomon Brothers Asset
Management ("SBAM") and Group Head,
SBAM's Equity Team. Prior to 2001, he was
a Director and Portfolio Manager of SBAM.
Michael F. McGarry (42) 2005 to Date Mr. McGarry is a Managing Director of the
Vice President and Manager, and a Vice President and Co-
Co-Portfolio Manager Portfolio Manager of the Corporation and
Seligman Common Stock Fund, Inc. He is
also a Vice President of Seligman Portfolios,
Inc. and Co-Portfolio Manager of its
Common Stock Portfolio.
13
Name (Age) and Position Term of Office and
With the Corporation Length of Time Served* Principal Occupation During Past Five Years
-------------------- ---------------------- ----------------------------------------------
Charles W. Kadlec (60) 1996 to Date Mr. Kadlec is a Director and Managing
Vice President Director of the Manager and President of
Seligman Advisors, Inc. and Seligman
Services, Inc. He is also Vice President and
Portfolio Manager of Seligman Time
Horizon/Harvester Series, Inc. and a Vice
President and Co-Portfolio Manager of
Seligman TargetHorizon ETF Portfolios, Inc.
Eleanor T.M. Hoagland (55) 2004 to Date Ms. Hoagland is a Managing Director of the
Vice President and Manager and Vice President and Chief
Chief Compliance Officer Compliance Officer for each of the
investment companies of the Seligman Group
of Funds. She was formerly a Managing
Director, Partner and Chief Portfolio
Strategist at AMT Capital Management from
1994 to 2000.
Lawrence P. Vogel (50) VP: 1992 to Date; Mr. Vogel is Senior Vice President and
Vice President and Treas: 2000 to Date Treasurer, Investment Companies, of the
Treasurer Manager, Vice President and Treasurer of
each of the investment companies of the
Seligman Group of Funds, and Treasurer of
SDC.
Thomas G. Rose (48) 2000 to Date Mr. Rose is Managing Director, Chief Financial
Vice President Officer, Senior Vice President, Finance, and
Treasurer of the Manager, and Senior Vice
President, Finance, of Seligman Advisors, Inc.
and SDC. He is a Vice President of each of the
investment companies of the Seligman Group
of Funds, Seligman International, Inc. and
Seligman Services, Inc.
14
Name (Age) and Position Term of Office and
With the Corporation Length of Time Served* Principal Occupation During Past Five Years
-------------------- ---------------------- ----------------------------------------------
Frank J. Nasta (41) 1994 to Date Mr. Nasta is a Director, Managing Director,
Secretary General Counsel and Corporate Secretary of the
Manager. He is Secretary of each of the
investment companies of the Seligman Group
of Funds. He is also Corporate Secretary of
Seligman Advisors, Inc., Seligman Services,
Inc., Seligman International, Inc. and SDC.
-----------------
* All officers of the Corporation are elected annually by the Board of
Directors and serve until their successors are elected and qualify or their
earlier resignation. The address of each of the foregoing officers is
100 Park Avenue, New York, New York 10017.
Remuneration of Directors and Officers
Directors of the Corporation who are not employees of the Manager or its
affiliates each receive an annual retainer fee of $60,000, which is shared by
the Corporation and the other investment companies in the Seligman Group of
Funds. For the year ended December 31, 2005, the Corporation paid each Director
a portion of an aggregate retainer fee in the amount (for each Director who
served for a full year) of $16,870. In addition, such Directors are currently
paid a total of $3,000 for each day on which they attend Board and/or Committee
meetings ($1,500 for telephonic attendance at certain meetings), the amount of
which is shared by the Corporation and the other investment companies of the
Seligman Group of Funds meeting on the same day. The Directors are also
reimbursed for the expenses of attending meetings. There were nine Directors
who were not employees of the Manager or its affiliates at the beginning of
2005. Mr. John E. Merow retired pursuant to Board policy at the 2005 Annual
Meeting of Stockholders and Mr. Robert B. Catell resigned as a Director on
November 28, 2005. The size of the Board was reduced by one following each of
the retirement of Mr. Merow and the resignation of Mr. Catell. Total Directors'
fees paid by the Corporation to the Directors listed below for the year ended
December 31, 2005 were as follows:
Number of Directors Aggregate Direct
in Group Capacity in which Remuneration was Received Remuneration
-------- ------------------------------------------- ----------------
9 Directors and Members of Committees $830,698
15
Director's attendance, retainer and/or committee fees paid to each Director
during 2005 were as follows:
Aggregate Pension or Retirement Total Compensation
Compensation Benefits Accrued as From Corporation and
Name From Corporation Part of Corporation Expenses Fund Complex*
---- ---------------- ---------------------------- --------------------
Robert B. Catell** $27,969 -0- $ 83,120
John R. Galvin 34,233 -0- 100,500
Alice S. Ilchman 32,651 -0- 97,500
Frank A. McPherson 32,651 -0- 97,500
John E. Merow*** 14,040 -0- 39,578
Betsy S. Michel 36,770 -0- 105,000
Leroy C. Richie 36,770 -0- 106,500
Robert L. Shafer 33,926 -0- 100,500
James N. Whitson+ 34,233 -0- 100,500
-----------------
* For the year ended December 31, 2005, there were 24 registered investment
companies in the Seligman Group of Funds, including the Corporation.
** Mr. Catell resigned as Director on November 28, 2005.
*** Mr. Merow retired pursuant to Board policy at the 2005 Annual Meeting.
Mr. Merow had previously deferred compensation pursuant to the deferred
compensation plan; however, he had stopped deferring his current
compensation prior to his retirement. The accrued balance of Mr. Merow's
deferred compensation (including earnings/losses) in respect of the
Corporation as of December 31, 2004 was $22,873, all of which was paid to
him in January 2005.
+ Mr. Whitson had previously deferred compensation pursuant to the deferred
compensation plan. Mr. Whitson, who deferred receiving his fees from the
Corporation and other investment companies of the Seligman Group of Funds
from 1993 to 2002, had a balance as of December 31, 2005 of $247,499 in
respect of the Corporation in his deferred plan account, net of
earnings/losses. This amount was paid to Mr. Whitson in January 2006.
No compensation is paid by the Corporation to Directors or officers of the
Corporation who are employees or officers of the Manager.
Under the Corporation's Bylaws, as described above, nominees receiving the
affirmative vote of a plurality of the votes cast at the Meeting will be
elected as Directors.
Each individual who has been nominated by the Board of Directors of the
Corporation for election at this Meeting was previously elected by the
Stockholders of the Corporation and is currently serving as a Director.
Generally, under Maryland law, if directors are not elected at a meeting of
Stockholders, the incumbent directors continue to manage the business and
affairs of the Corporation until their successors are elected and qualify, or
until their earlier death, resignation or removal. Accordingly, as required by
Maryland law, General Galvin, Mr. Morris and Ambassador
16
Shafer have continued to serve as Directors. If Directors are not elected at
the Meeting, the incumbent Directors, or other individuals recommended by the
Director Nominating Committee, will be nominated for election at the
Corporation's next meeting of Stockholders at which Directors are elected.
Maryland law further provides that any Stockholder entitled to vote in the
election of directors of a corporation may petition a court of equity to
dissolve the corporation on grounds that the Stockholders are so divided that
they have failed, for a period which includes at least two consecutive annual
meeting dates, to elect successors to directors whose terms would have expired
on the election and qualification of their successors. The court may or may not
grant such a petition and the Corporation is not aware of this provision being
invoked in the case of a public company. At its meeting on June 26, 2006, the
Board of Directors determined as a matter of good corporate governance to
provide the Stockholders with the opportunity to elect directors without
waiting until the 2007 Annual Meeting of Stockholders. Accordingly, the Board
amended the Corporation's Bylaws to provide that, while the election of
Directors at an Annual Meeting of Stockholders will continue to require the
affirmative vote of the holders of a majority of the votes entitled to be cast,
the vote required to elect Directors at the Meeting is a plurality of the votes
cast.
Because a plurality of the votes cast at the Meeting is sufficient to elect
a Director, if a quorum is present at the Meeting, Directors will be elected at
the Meeting.
Your Board of Directors Unanimously Recommends that You Vote FOR the Election
of Each of the Nominees to Serve as Director of the Corporation.
Information About the Company's Independent Public Accountants
The Audit Committee of the Board of Directors has appointed, and the Board
of Directors, including a majority of those members who are not "interested
persons" of the Corporation (as defined in the 1940 Act), has selected
Deloitte & Touche LLP as auditors of the Corporation for 2006. Stockholders of
the Corporation ratified the appointment and selection of Deloitte & Touche LLP
as auditors of the Corporation for 2006 at the Corporation's Annual Meeting of
Stockholders on May 4, 2006.
No representative of Deloitte & Touche LLP is expected to be present at the
Meeting. However, if any representative of Deloitte & Touche LLP does attend
the meeting, he or she will have the opportunity to make a statement and
respond to appropriate questions.
Deloitte & Touche LLP, in accordance with Independence Standards Board
Standard No. 1, has confirmed to the Audit Committee that they are independent
auditors with respect to the Corporation. Deloitte & Touche LLP has audited the
annual financial statements of the Corporation and
17
provided tax and other non-audit services to the Corporation. Deloitte & Touche
LLP has also rendered non-audit services to the Manager, Seligman Advisors,
Inc., an affiliate of the Manager, and SDC, which is partially owned by the
Corporation (together, the "Affiliated Service Providers").
In making its recommendation, the Audit Committee considered whether the
provision by the independent auditors to the Corporation of non-audit services
to the Corporation or of professional services to the Affiliated Service
Providers is compatible with maintaining the auditors' independence and has
discussed the auditors' independence with them.
Principal Accountant Fees and Services
Aggregate fees billed to the Corporation for the last two fiscal years for
professional services rendered by Deloitte & Touche LLP were as follows:
2005 2004
------- -------
AUDIT FEES........ $61,980 $59,097
AUDIT-RELATED FEES -- --
TAX FEES.......... 2,350 2,200
ALL OTHER FEES.... -- 1,931
Audit fees include amounts related to the audit of the Corporation's annual
financial statements and services normally provided by Deloitte & Touche LLP in
connection with statutory and regulatory filings. Tax fees include amounts
related to tax compliance, tax planning, and tax advice. Other fees include the
Corporation's pro-rata share of amounts for services related to the assessment
of procedures for compliance with anti-money laundering regulations by the
Corporation and certain other investment companies advised by the Manager.
Aggregate fees billed by Deloitte & Touche LLP for the last two fiscal
years for non-audit services provided to the Affiliated Service Providers that
provide ongoing services to the Corporation, where the engagement related
directly to the operations and financial reporting of the Corporation, were as
follows:
2005 2004
------- -------
AUDIT-RELATED FEES $80,560 $76,630
TAX FEES.......... 8,000 13,703
ALL OTHER FEES.... -- 43,000
18
Audit-related fees include amounts for attestation services for SDC. Tax
fees include amounts related to tax compliance, tax planning, and tax advice
for, and an evaluation of, certain tax reporting procedures of SDC. Other fees
relates to electronic communication processing services performed on behalf of
outside counsel of the Manager.
The Audit Committee is required to preapprove audit and non-audit services
performed for the Corporation by Deloitte & Touche LLP. The Audit Committee
also is required to preapprove certain non-audit services performed for the
Affiliated Service Providers that provide services directly related to the
operations and financial reporting of the Corporation. The Audit Committee has
delegated preapproval authority to Mr. James N. Whitson, the Audit Committee's
Chairman. Mr. Whitson will report any preapproval decisions to the Audit
Committee at its next scheduled meeting. Notwithstanding the foregoing, under
certain circumstances, preapproval of non-audit services of a de minimis amount
is not required.
The aggregate fees billed for the most recent fiscal year and the preceding
fiscal year by Deloitte & Touche LLP for non-audit services rendered to the
Corporation and the Affiliated Service Providers that provided ongoing services
to the Corporation were $90,910 and $137,464, respectively. All non-audit
services discussed above were preapproved by the Audit Committee, who
considered whether these services were compatible with maintaining Deloitte &
Touche LLP's independence.
B. Charter Amendment
(Proposal 2)
Under Maryland law, the quorum requirement at a meeting of Stockholders of
the Corporation is the presence in person or by proxy of Stockholders entitled
to cast a majority of all of the votes entitled to be cast at the meeting. The
Board of Directors of the Corporation has declared advisable and recommended
that Stockholders approve an amendment to the Corporation's Charter to provide
that the presence in person or by proxy of Stockholders entitled to cast
one-third (1/3) of all of the votes entitled to be cast at a meeting of
Stockholders constitutes a quorum and, with respect to any matter that, under
applicable statutes or regulatory requirements or the Corporation's Charter,
requires approval by a separate vote of one or more classes of stock, the
presence in person or by proxy of the holders of shares entitled to cast
one-third (1/3) of the votes entitled to be cast by such class on such matter
constitutes a quorum, unless a higher percentage is specified in the Bylaws of
the Corporation.
19
The Charter amendment will permit the Board to change the quorum
requirement for meetings of Stockholders by amending the Bylaws, as long as the
Bylaws provide that quorum at a meeting of Stockholders is not less than
one-third (1/3) of all of the votes entitled to be cast. If Stockholders
approve the proposed amendment to the Charter, the Board currently intends to
amend the Corporation's Bylaws to provide that the presence in person or by
proxy of Stockholders entitled to cast one-third (1/3) of all of the votes
entitled to be cast at a meeting of Stockholders constitutes a quorum.
The Corporation is aware of several recent instances where dissident
Stockholders of other closed-end funds solicited proxies for a meeting of
Stockholders and then, because they did not have the votes required to win a
vote, declined to appear at the meeting, thus depriving the funds of the
necessary quorum to conduct business. Your Board believes that such conduct is
inconsistent with good corporate governance and contrary to the best interests
of the Corporation. While the proposed Charter amendment would not prevent such
actions, it would increase the number of votes that dissidents would be
required to control in order for such tactics to be successful.
In addition, the Report of the New York Stock Exchange Proxy Working Group
recommended changes to Exchange rules that currently permit brokers to vote
shares beneficially owned by their clients in certain circumstances. Those
recommended changes, if implemented, would make it significantly more difficult
and expensive for the Corporation and other companies to obtain a quorum for
the consideration of routine matters. The recommended change in the quorum
requirement would help the Corporation to more easily and economically ensure a
quorum at future meetings of Stockholders.
As a result of the reduced quorum requirement, a smaller number of
Stockholders may constitute a validly convened meeting and may be able to take
action at such a meeting on behalf of all Stockholders. Reducing the quorum
requirement will not affect provisions of Maryland law, the 1940 Act or the
Corporation's Charter or Bylaws that require a higher percentage of
Stockholders to vote on certain non-routine matters, such as Charter
amendments, approval of an investment advisory agreement, the change of a
fundamental investment policy, or the election of Directors at meetings other
than the Meeting.
If approved by the Stockholders, Article EIGHTH of the Corporation's
Charter will be amended by adding a new Paragraph 17, to read as follows:
17. Quorum. Unless a greater percentage is specified in the Bylaws of the
Corporation, the presence in person or by proxy of the holders of shares of
stock of the Corporation entitled to cast
20
one-third (1/3) of the votes entitled to be cast (without regard to class)
shall constitute a quorum at any meeting of the stockholders of the
Corporation, except with respect to any such matter that, under applicable
statutes or regulatory requirements or the Charter of the Corporation, requires
approval by a separate vote of one or more classes of stock, in which case,
unless a greater percentage is specified in the Bylaws of the Corporation, the
presence in person or by proxy of the holders of shares entitled to cast
one-third (1/3) of the votes entitled to be cast by each such class on such
matter shall constitute a quorum.
Under Maryland law, to become effective, Proposal 2 must be approved by
affirmative vote of a majority of all votes entitled to be cast on the proposal.
Your Board of Directors Unanimously Recommends that the
Stockholders Vote FOR Proposal 2.
-----------------
The Corporation knows of no other matters which are to be brought before
the Meeting. However, if any other matters come before the Meeting, it is
intended that the persons named in the enclosed form of proxy, or their
substitutes, will vote in accordance with their discretion on such matters.
C. Notice of Stockholder Proposals
Notice is hereby given that, under the Securities and Exchange Commission's
Rule 14a-8 (relating to shareholder proposals), any Stockholder proposal that
may properly be included in the Proxy solicitation material for the next Annual
Meeting of Stockholders must be received by the Corporation no later than
October 17, 2006. Timely notice of Stockholder proposals submitted outside of
the Rule 14a-8 process must be received by the Corporation no earlier than
September 17, 2006 and no later than 5:00 P.M., Eastern Time, October 17, 2006,
to be eligible for presentation at the 2007 Annual Meeting of Stockholders. The
Corporation's Bylaws require that certain information must be provided by the
Stockholder to the Corporation when notice of a nominee or proposal is
submitted to the Corporation.
21
D. Expenses
The Corporation will bear the cost of soliciting proxies. In addition to
the use of the mails, proxies may be solicited personally or via facsimile,
telephone or the Internet by Directors, officers and employees of the
Corporation, the Manager, Seligman Advisors, Inc., Seligman Services, Inc. and
SDC, and the Corporation may reimburse persons holding shares in their names or
names of their nominees for their expenses in sending solicitation material to
their beneficial owners. The Corporation has engaged Georgeson Shareholder
Communications, Inc., 17 State St., New York, NY 10004 to assist in soliciting
proxies for a fee of up to $275,000 plus expenses. Georgeson will employ up to
approximately 50 people to solicit proxies from Stockholders. The Corporation
estimates that, in light of the expected dissident solicitation, the
Corporation's expenses related to the solicitation of Stockholders, including
fees for attorneys, proxy solicitors, advertising, printing, transportation and
other related expenses, are expected to aggregate approximately $1,425,000,
approximately $100,000 of which has been spent to date. These amounts do not
include costs that are normally expended for a solicitation for an election of
Directors in the absence of a contest.
Appendix 2 sets forth certain information relating to the Directors and
certain officers of the Corporation who will be soliciting proxies on the
Corporation's behalf.
By order of the Board of Directors,
/s/ Frank J. Nasta
Secretary
-----------------
It is important that your shares be voted promptly. All Stockholders,
including those who expect to attend the Meeting, are urged to authorize a
proxy as soon as possible by accessing the Internet site listed on the enclosed
White Proxy Card, by calling the toll-free number listed on the enclosed White
Proxy Card, or by mailing the enclosed White Proxy Card in the enclosed return
envelope, which requires no postage if mailed in the United States. Only
directors, officers, employees and agents of the Corporation and Stockholders
and their duly authorized proxies are entitled to attend the Meeting. To be
admitted to the Meeting, you will need to present proof of ownership of
Tri-Continental Corporation stock, or if your shares are held in street name, a
proxy from the street name holder.
22
APPENDIX 1
TRI-CONTINENTAL CORPORATION
(the "Fund")
AUDIT COMMITTEE REPORT
The Audit Committee operates pursuant to a written charter that was last
amended by the Fund's Board of Directors on March 17, 2005. The purposes of the
Audit Committee are 1) to assist the Board of Directors in its oversight of
(i) the integrity of the Fund's financial statements; (ii) the Fund's
compliance with legal and regulatory requirements; and (iii) the independent
auditors' independence, qualifications and performance; and 2) to prepare this
report. Management of the Fund is responsible for the preparation, presentation
and integrity of the Fund's financial statements, the Fund's accounting and
financial reporting principles and internal controls and procedures designed to
assure compliance with accounting standards and applicable laws and
regulations. The independent auditors are responsible for auditing the Fund's
financial statements and expressing an opinion as to their conformity with
generally accepted accounting principles.
In the performance of its oversight function, the Audit Committee has
considered and discussed the audited financial statements with management and
the independent auditors of the Fund. The Audit Committee has also discussed
with the independent auditors the matters required to be discussed by Statement
on Auditing Standards No. 61, Communication with Audit Committees, as currently
in effect. The Audit Committee has also considered whether the provision of any
non-audit services not pre-approved by the Audit Committee provided by the
Fund's independent auditors to the Adviser or Manager and to any entity
controlling, controlled by or under common control with the Adviser or Manager
that provides ongoing services to the Fund is compatible with maintaining the
auditors' independence. Finally, the Audit Committee has received the written
disclosures and the letter from the independent auditors required by
Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees, as currently in effect, and has discussed with the auditors
the auditors' independence.
The members of the Audit Committee are not full-time employees of the Fund
and are not performing the functions of auditors or accountants. As such, it is
not the duty or responsibility of the Audit Committee or its members to conduct
"field work" or other types of auditing or accounting reviews or procedures or
to set auditor independence standards. Members of the Audit Committee
necessarily rely on the information provided to them by management and the
independent auditors. Accordingly, the Audit Committee's considerations and
discussions referred to above do not assure
1-i
that the audit of the Fund's financial statements has been carried out in
accordance with generally accepted auditing standards, that the financial
statements are presented in accordance with generally accepted accounting
principles or that the Fund's auditors are in fact "independent."
Based upon the reports and discussions described in this report, and
subject to the limitations on the role and responsibilities of the Audit
Committee referred to above, the Audit Committee recommended to the Board of
Directors of the Fund that the audited financial statements of the Fund be
included in the Fund's annual report to Stockholders for the most recent fiscal
period.
SUBMITTED BY THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
John R. Galvin
Betsy S. Michel
Leroy C. Richie
James N. Whitson
As approved on February 1, 2006.
1-ii
APPENDIX 2
Security Ownership and Transactions of Directors and Certain Officers
The following table sets forth, with respect to the Directors and certain
officers of the Corporation who will be soliciting proxies on the Corporation's
behalf, such person's (a) ownership of the Corporation's shares as of June 30,
2006, and (b) purchases and sales of the Corporation's shares during 2004, 2005
and through June 30, 2006. All shares are of the Corporation's Common Stock.
All holdings represent less than 1% of the shares of the Corporation's Common
Stock. The address of each individual is 100 Park Avenue, New York, New York
10017.
Directors of the Corporation
Date of Purchase (P) or
Sale (S) of Shares/
Name of Director Number of Shares Owned Number of Shares
---------------- ---------------------- -----------------------
John R. Galvin 1,173.526 03/25/2004, (P) 2.653 shares*
06/21/2004, (P) 2.712 shares*
09/23/2004, (P) 2.728 shares*
12/13/2004, (P) 7.028 shares*
03/24/2005, (P) 3.207 shares*
06/20/2005, (P) 3.855 shares*
09/27/2005, (P) 3.775 shares*
12/13/2005, (P) 4.332 shares*
03/21/2006, (P) 4.085 shares*
06/19/2006, (P) 4.21 shares*
Alice S. Ilchman 7,442.266 01/07/2004, (P) 29.749 shares
03/25/2004, (P) 16.372 shares*
06/21/2004, (P) 16.732 shares*
08/11/2004, (P) 62.492 shares
09/23/2004, (P) 16.982 shares*
12/01/2004, (P) 55.679 shares
12/13/2004, (P) 44.094 shares*
03/24/2005, (P) 20.121 shares*
06/20/2005, (P) 24.186 shares*
07/27/2005, (P) 54.142 shares
08/16/2005, (S) 31 shares
09/27/2005, (P) 23.761 shares*
10/19/2005, (P) 55.617 shares
12/13/2005, (P) 27.471 shares*
03/21/2006, (P) 25.903 shares*
06/19/2006, (P) 26.702 shares*
2-i
Date of Purchase (P) or
Sale (S) of Shares/
Name of Director Number of Shares Owned Number of Shares
---------------- ---------------------- -----------------------
Betsy S. Michel 2,281.929 03/25/2004, (P) 5.16 shares*
06/21/2004, (P) 5.273 shares*
09/23/2004, (P) 5.304 shares*
12/13/2004, (P) 13.666 shares*
03/24/2005, (P) 6.236 shares*
06/20/2005, (P) 7.496 shares*
09/27/2005, (P) 7.341 shares*
12/13/2005, (P) 8.423 shares*
03/21/2006, (P) 7.942 shares*
06/19/2006, (P) 8.187 shares*
Frank A. McPherson 56,424.692 03/25/2004, (P) 119.801 shares*
04/28/2004, (P) 4,395.848 shares
06/21/2004, (P) 132.922 shares*
09/23/2004, (P) 133.716 shares*
12/08/2004, (S) 1,121.705 shares
12/13/2004, (P) 344.495 shares*
03/24/2005, (P) 154.071 shares*
05/04/2005, (P) 2,771.493 shares
06/20/2005, (P) 194.459 shares*
09/27/2005, (P) 193.925 shares*
12/13/2005, (P) 222.509 shares*
12/21/2005, (S) 1,133.477 shares
12/22/2005, (S) 2,695.418 shares
03/21/2006, (P) 196.385 shares*
06/19/2006, (P) 202.447 shares*
William C. Morris 118,224.553 03/25/2004, (P) 242.203 shares*
06/21/2004, (P) 247.543 shares*
09/23/2004, (P) 249.023 shares*
12/13/2004, (P) 641.562 shares*
12/22/2004, (P) 2200.22 shares
03/24/2005, (P) 298.892 shares*
06/20/2005, (P) 359.271 shares*
09/27/2005, (P) 351.847 shares*
12/13/2005, (P) 403.706 shares*
12/15/2005, (P) 1600.854 shares
03/21/2006, (P) 411.479 shares*
06/19/2006, (P) 424.178 shares*
2-ii
Date of Purchase (P) or
Sale (S) of Shares/
Name of Director Number of Shares Owned Number of Shares
---------------- ---------------------- -----------------------
Leroy C. Richie 1,000 N/A
Robert L. Shafer 3,066 N/A
James. N. Whitson 34,070.886 03/25/2004, (P) 77.032 shares*
06/21/2004, (P) 78.731 shares*
09/23/2004, (P) 79.202 shares*
12/13/2004, (P) 204.048 shares*
03/24/2005, (P) 93.111 shares*
06/20/2005, (P) 111.92 shares*
09/27/2005, (P) 109.607 shares*
12/13/2005, (P) 125.762 shares*
03/21/2006, (P) 118.584 shares*
06/19/2006, (P) 122.243 shares*
Brian T. Zino 45,118.7654 03/25/2004, (P) 102.0085 shares*
06/21/2004, (P) 104.2571 shares*
09/23/2004, (P) 104.8827 shares*
12/13/2004, (P) 270.2074 shares*
03/24/2005, (P) 124.103 shares*
06/20/2005, (P) 147.091 shares*
09/27/2005, (P) 146.402 shares*
12/13/2005, (P) 166.813 shares*
03/21/2006, (P) 155.593 shares*
06/19/2006, (P) 162.992 shares*
* Dividend reinvestment.
Certain Officers of the Corporation
Date of Purchase (P) or
Sale (S) of Shares/
Name and Title Number of Shares Owned Number of Shares
-------------- ---------------------- -----------------------
John B. Cunningham 2,500
Vice President and
Portfolio Manager
2-iii
Date of Purchase (P) or
Sale (S) of Shares/
Name and Title Number of Shares Owned Number of Shares
-------------- ---------------------- -----------------------
Michael F. McGarry 1,249.844 01/12/2005, (P) 2.682 shares
Vice President and 01/26/2005, (P) 2.755 shares
Co-Portfolio Manager 02/09/2005, (P) 2.706 shares
02/23/2005, (P) 2.715 shares
03/09/2005, (P) 2.66 shares
03/23/2005, (P) 2.75 shares
03/24/2005, (P) 3.4464 shares*
04/06/2005, (P) 2.7 shares
06/20/2005, (P) 4.043 shares*
09/27/2005, (P) 4.092 shares*
12/13/2005, (P) 4.629 shares*
03/21/2006, (P) 4.269 shares*
06/19/2006, (P) 4.545 shares*
Charles W. Kadlec 7,594.7595 03/25/2004, (P) 11.0305 shares*
Vice President 03/26/2004, (P) 6.194 shares*
06/21/2004, (P) 11.2734 shares*
06/22/2004, (P) 6.3697 shares*
09/23/2004, (P) 11.3421 shares*
09/24/2004, (P) 6.3622 shares*
12/13/2004, (P) 29.2194 shares*
12/14/2004, (P) 16.165 shares*
03/24/2005, (P) 13.49 shares*
03/28/2005, (P) 7.5345 shares*
06/20/2005, (P) 15.806 shares*
06/21/2005, (P) 8.793 shares*
09/27/2005, (P) 15.943 shares*
09/28/2005, (P) 8.8226 shares*
12/13/2005, (P) 18.063 shares*
12/14/2005, (P) 10.0562 shares*
03/21/2006, (P) 16.698 shares *
03/22/2006, (P) 9.3441 shares*
06/19/2006, (P) 27.6361 shares*
2-iv
Date of Purchase (P) or
Sale (S) of Shares/
Name and Title Number of Shares Owned Number of Shares
-------------- ---------------------- -----------------------
Frank J. Nasta 1,040.6654 03/25/2004, (P) 3.032 shares*
Secretary 06/21/2004, (P) 3.0987 shares*
09/23/2004, (P) 3.1169 shares*
12/13/2004, (P) 8.0302 shares*
03/24/2005, (P) 3.704 shares*
06/20/2005, (P) 4.349 shares*
09/27/2005, (P) 4.376 shares*
11/02/2005, (P) 1.334 shares
11/02/2005, (S) 298.366 shares
12/13/2005, (P) 3.852 shares*
03/21/2006, (P) 3.57 shares*
06/19/2006, (P) 3.773 shares*
Marco Acosta 2,649.165 03/24/2004, (P) 59.9161 shares
Assistant Vice President 06/21/2004, (P) 0.1431 shares*
09/23/2004, (P) 0.1442 shares*
12/13/2004, (P) 0.37 shares*
03/25/2005, (P) 0.687 shares
03/24/2005, (P) 0.171 shares*
04/06/2005, (P) 0.675 shares
04/20/2005, (P) 0.706 shares
05/04/2005, (P) 0.687 shares
05/18/2005, (P) 0.68 shares
06/01/2005, (P) 0.669 shares
06/15/2005, (P) 0.675 shares
06/20/2005, (P) 0.217 shares*
06/29/2005, (P) 0.676 shares
07/13/2005, (P) 0.665 shares
07/27/2005, (P) 0.657 shares
08/10/2005, (P) 0.656 shares
08/24/2005, (P) 0.662 shares
09/07/2005, (P) 0.659 shares
09/21/2005, (P) 0.671 shares
09/27/2005, (P) 0.235 shares*
10/05/2005, (P) 0.674 shares
2-v
Date of Purchase (P) or
Sale (S) of Shares/
Name and Title Number of Shares Owned Number of Shares
-------------- ---------------------- -----------------------
Marco Acosta 10/19/2005, (P) 0.675 shares
Assistant Vice President 11/02/2005, (P) 0.666 shares
(continued) 11/16/2005, (P) 0.657 shares
11/30/2005, (P) 0.651 shares
12/13/2005, (P) 0.277 shares*
12/14/2005, (P) 0.645 shares
12/28/2005, (P) 0.647 shares
01/11/2006, (P) 0.619 shares
01/25/2006, (P) 0.642 shares
02/08/2006, (P) 2,470.585 shares
02/22/2006, (P) 13.977 shares
03/08/2006, (P) 13.929 shares
03/21/2006, (P) 8.861 shares*
03/22/2006, (P) 13.69 shares
04/05/2006, (P) 13.497 shares
04/19/2006, (P) 13.548 shares
05/03/2006, (P) 2.032 shares
05/17/2006, (P) 3.088 shares
05/31/2006, (P) 3.12 shares
06/14/2006, (P) 3.242 shares
06/19/2006, (P) 9.612 shares*
06/28/2006, (P) 3.209 shares
* Dividend reinvestment
2-vi
[LOGO] Tri-Continental Corporation
Managed by
[LOGO] J&WS
J. & W. SELIGMAN & CO.
INCORPORATED
INVESTMENT MANAGERS AND ADVISORS
ESTABLISHED 1864
100 Park Avenue, New York, NY 10017
[LOGO] Tri-Continental
Corporation
Notice of Special Meeting of Stockholders and Proxy Statement
Time:September 28, 2006 9:30 A.M.
Place:Offices of Venable LLP
2 Hopkins Plaza, 18th Floor
Baltimore, Maryland 21202
Please authorize your proxy by telephone, by the Internet, or by mailing the
enclosed White Proxy Card in the enclosed return envelope which requires no
postage if mailed in the United States.
[LOGO] J&WS
YOUR VOTE IS IMPORTANT
Please complete, date, sign and mail your proxy card in the
envelope provided as soon as possible.
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
-----------------
PROXY TRI-CONTINENTAL CORPORATION PREFERRED
100 Park Avenue, New York, STOCK
NY 10017
The undersigned Stockholder of Tri-Continental Corporation, a Maryland
corporation, acknowledges receipt of the Notice of Meeting and Proxy Statement
for the Special Meeting of Stockholders of TRI-CONTINENTAL CORPORATION, to be
held at 9:30 A.M. on September 28, 2006, at the offices of Venable LLP, 2
Hopkins Plaza, 18th Floor, Baltimore, Maryland 21202 (the "Special Meeting"),
and hereby appoints WILLIAM C. MORRIS, FRANK J. NASTA and PAUL B. GOUCHER (or
any of them) as proxies for the undersigned, with full power of substitution in
each of them, to attend the Special Meeting (and any adjournments or
postponements thereof) and to cast on behalf of the undersigned all the votes
the undersigned is entitled to cast at the Special Meeting and otherwise to
represent the undersigned at the Special Meeting with all the powers possessed
by the undersigned if personally present at the Special Meeting. The
undersigned hereby revokes any proxy previously given with respect to the
Special Meeting.
The votes entitled to be cast by the undersigned will be cast as instructed
below. If this Proxy is executed but no instruction is given, the votes
entitled to be cast by the undersigned will be cast FOR each of the nominees of
the Board of Directors for election as director and FOR Proposal 2. The votes
entitled to be cast by the undersigned will be cast in the discretion of the
proxy holder on any other matter that may properly come before the Special
Meeting (and any adjournment or postponement thereof), including, but not
limited to, proposing and/or voting on adjournment or postponement of the
Special Meeting with respect to one or more matters, including, but not limited
to, in the event that sufficient votes in favor of any Board proposal or
nominee for election as a Director are not received. SOLICITATION OF THIS PROXY
IS MADE ON BEHALF OF THE BOARD OF DIRECTORS. YOUR VOTE IS IMPORTANT. Complete,
date and sign on reverse side and return this card as soon as possible. Mark
each vote with an X in the box.
(Continued and to be signed on the reverse side)
THERE ARE THREE WAYS TO AUTHORIZE THE PROXIES
TO CAST YOUR VOTES
TELEPHONE INTERNET MAIL
--------- ------------------------------ -------------------------
This method is available Visit the Internet Simply complete, sign and
for residents of the U.S. website at date your proxy card and
and Canada. On a touch http://proxy.georgeson.com. return it in the
tone telephone, call TOLL Enter the COMPANY NUMBER postage-paid envelope. If
FREE 1-877-816-0833, and CONTROL NUMBER shown you are using telephone
24 hours a day, 7 days a below and follow the or the Internet, please
week. You will be asked instructions on your do not mail your proxy
to enter ONLY the CONTROL screen. You will incur card.
NUMBER shown below. Have only your usual Internet
your instruction card charges. Available until 12:00
ready, then follow the midnight New York City
prerecorded instructions. time on September 27,
Your instructions will be 2006.
confirmed and votes cast
as you direct. Available
until 12:00 midnight New
York City time on
September 27, 2006.
This method may also be
available by telephone
through the Corporation's
proxy solicitor.
COMPANY NUMBER CONTROL NUMBER
-------------- --------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The Board of Directors recommends that you vote FOR all nominees and FOR
Proposal 2, as more fully described in the accompanying Proxy Statement.
1. The election of three Directors, each to hold office until the FOR WITHHOLD
2009 Annual Meeting of Stockholders and until their succes- all nominees all nominees
sors are elected and qualify. [_] [_]
NOMINEES: John R. Galvin, William C. Morris,
and Robert L. Shafer
Instruction: To withhold authority to vote for
one or more individual nominees, write the
name(s) of such nominee(s) below:
-----------------------------------------------
2. To approve an amendment to the Corporation's charter to FOR AGAINST ABSTAIN
provide that the presence in person or by proxy of Stock- [_] [_] [_]
holders entitled to cast one-third (1/3) of all of the votes enti-
tled to be cast at the meeting constitutes a quorum, unless a
higher percentage is specified in the Bylaws of the Corpo-
ration, all as more fully described in the accompanying
Proxy Statement.
3. To vote and otherwise represent the undersigned on any other matter that
may properly come before the meeting or any adjournment or postponement
thereof, including but not limited to, proposing and/or voting on
adjournment or postponement of the Special Meeting, including, but not
limited to, in the event that sufficient votes in favor of any Board
proposal or nominee for election as director are not received, in the
discretion of the proxy holder.
PLEASE SIGN AND RETURN IMMEDIATELY
Please sign exactly as your name(s) appear(s) on this Proxy. When shares are
held jointly, each holder should sign. When signing in a representative
capacity, please give title.
DATED: ____________________, 2006
--------------------------
Signature
--------------------------
Additional Signature (if
held jointly)
YOUR VOTE IS IMPORTANT
Please complete, date, sign and mail your proxy card in the
envelope provided as soon as possible.
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
-----------------
PROXY TRI-CONTINENTAL CORPORATION COMMON STOCK
100 Park Avenue, New York,
NY 10017
The undersigned Stockholder of Tri-Continental Corporation, a Maryland
corporation, acknowledges receipt of the Notice of Meeting and Proxy Statement
for the Special Meeting of Stockholders of TRI-CONTINENTAL CORPORATION, to be
held at 9:30 A.M. on September 28, 2006, at the offices of Venable LLP, 2
Hopkins Plaza, 18th Floor, Baltimore, Maryland 21202 (the "Special Meeting"),
and hereby appoints WILLIAM C. MORRIS, FRANK J. NASTA and PAUL B. GOUCHER (or
any of them) as proxies for the undersigned, with full power of substitution in
each of them, to attend the Special Meeting (and any adjournments or
postponements thereof) and to cast on behalf of the undersigned all the votes
the undersigned is entitled to cast at the Special Meeting and otherwise to
represent the undersigned at the Special Meeting with all the powers possessed
by the undersigned if personally present at the Special Meeting. The
undersigned hereby revokes any proxy previously given with respect to the
Special Meeting.
The votes entitled to be cast by the undersigned will be cast as instructed
below. If this Proxy is executed but no instruction is given, the votes
entitled to be cast by the undersigned will be cast FOR each of the nominees of
the Board of Directors for election as director and FOR Proposal 2. The votes
entitled to be cast by the undersigned will be cast in the discretion of the
proxy holder on any other matter that may properly come before the Special
Meeting (and any adjournment or postponement thereof), including, but not
limited to, proposing and/or voting on adjournment or postponement of the
Special Meeting with respect to one or more matters, including, but not limited
to, in the event that sufficient votes in favor of any Board proposal are not
received. THE SOLICITATION OF THIS PROXY IS MADE ON BEHALF OF THE BOARD OF
DIRECTORS. YOUR VOTE IS IMPORTANT. Complete, date and sign on reverse side and
return this card as soon as possible. Mark each vote with an X in the box.
(Continued and to be signed on the reverse side)
THERE ARE THREE WAYS TO AUTHORIZE THE PROXIES
TO CAST YOUR VOTES
TELEPHONE INTERNET MAIL
--------- --------------------------------- -----------------------------
This method is available for Visit the Internet website at Simply complete, sign and
residents of the U.S. and Canada. http://proxy.georgeson.com. Enter date your proxy card and
On a touch tone telephone, call the COMPANY NUMBER and return it in the postage-paid
TOLL FREE 1-877-816-0833, 24 CONTROL NUMBER shown envelope. If you are using
hours a day, 7 days a week. You below and follow the instructions telephone or the Internet,
will be asked to enter ONLY the on your screen. You will incur please do not mail your proxy
CONTROL NUMBER shown only your usual Internet charges. card.
below. Have your instruction card Available until 12:00 midnight
ready, then follow the prerecorded New York City time on
instructions. Your instructions will September 27, 2006.
be confirmed and votes cast as you
direct. Available until 12:00
midnight New York City time on
September 27, 2006.
This method may also be available
by telephone through the
Corporation's proxy solicitor.
COMPANY NUMBER CONTROL NUMBER
-------------- --------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The Board of Directors recommends that you vote FOR all nominees and FOR
Proposal 2, as more fully described in the accompanying Proxy Statement.
1. The election of three Directors, each to hold FOR WITHHOLD
office until the 2009 Annual Meeting of all nominees all nominees
Stockholders and until their succes- sors are [_] [_]
elected and qualify.
NOMINEES: John R. Galvin, William C. Morris,
and Robert L. Shafer
Instruction: To withhold authority to vote for
one or more individual nominees, write the
name(s) of such nominee(s) below:
-----------------------------------------------
2. To approve an amendment to the Corporation's charter FOR AGAINST ABSTAIN
to provide that the presence in person or by proxy of [_] [_] [_]
Stockholders entitled to cast one-third (1/3) of all
of the votes entitled to be cast at the meeting
constitutes a quorum, unless a higher percentage is
specified in the Bylaws of the Corporation, all as
more fully described in the accompany- ing Proxy
Statement.
3. To vote and otherwise represent the undersigned on any other matter that
may properly come before the meeting or any adjournment or postponement
thereof, including but not limited to, proposing and/or voting on
adjournment or postponement of the Special Meeting, including, but not
limited to, in the event that sufficient votes in favor of any Board
proposal or nominee for election as director are not received, in the
discretion of the proxy holder.
PLEASE SIGN AND RETURN IMMEDIATELY
Please sign exactly as your name(s) appear(s) on this Proxy. When shares are
held jointly, each holder should sign. When signing in a representative
capacity, please give title.
DATED: ____________________, 2006
----------------------------------------
Signature
----------------------------------------
Additional Signature (if held jointly)