Securities Act File No. 333-104669
Investment Company Act File No. 811-266
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2/A
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|X| REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933
|X| Pre-Effective Amendment No. 1
|_| Post-Effective Amendment No. _______
and/or
|X| REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
|X| Amendment No. 34
Exact Name of Registrant as Specified in Charter:
TRI-CONTINENTAL CORPORATION
Address of Principal Executive Offices (Number, Street, City, State, Zip Code):
100 PARK AVENUE, NEW YORK, NY 10017
Registrant's Telephone Number, including Area Code:
(212) 850-1864 or (800) 221-2450
Name and Address (Number, Street, City, State, Zip Code) of Agent for Service:
FRANK J. NASTA, ESQ., 100 PARK AVENUE, NEW YORK, NY 10017
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Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Registration Statement.
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If any securities being registered on this form will be offered on a delayed or
continuous basis in reliance on Rule 415 under the Securities Act of 1933, other
than securities offered in connection with a dividend reinvestment plan, check
the following box. |X|
If appropriate, check the following box:
|_| This Post-Effective Amendment designates a new effective date for a
previously filed Post-Effective Amendment or Registration Statement.
|_| This Post-Effective Amendment on Form N-2 is filed to register additional
securities for an offering pursuant to Rule 462(b)(1) under the Securities Act
of 1933 and the Securities Act Registration Statement Number of the earlier
effective Registration Statement for the same offering is: _________
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus which is a
part of this Registration Statement is a combined Prospectus relating also to
shares previously registered on Registration Statement No. 333-86414.
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
1. Financial Statements.
Part A: Financial Highlights for the ten years ended December 31, 2002;
Table for the ten years ended December 31, 2002 under the caption "Senior
Securities - $2.50 Cumulative Preferred Stock."
Part B: The required financial statements are included in the
Corporation's 2002 Annual Report, which is incorporated by reference into the
Statement of Additional Information. These statements include: Portfolio of
Investments at December 31, 2002; Statement of Assets and Liabilities at
December 31, 2002; Statement of Capital Stock and Surplus at December 31, 2002;
Statement of Operations for the year ended December 31, 2002; Statements of
Changes in Net Investment Assets for the years ended December 31, 2002 and 2001;
Notes to Financial Statements; Financial Highlights for the five years ended
December 31, 2002; Report of Independent Auditors.
2. Exhibits: All Exhibits listed below are incorporated herein by
reference, except those Exhibits (i) marked with an asterisk (*) which were
filed with the original filing on April 22, 2003 and (ii) marked with a double
asterisk which are filed herewith.
(a) Amended and Restated Charter of Registrant. (Incorporated by
reference to Registrant's Amendment No. 27 to the Registration
Statement on Form N-2 filed on April 16, 1998).
(b) *By-laws of the Registrant.
(c) Not Applicable.
(d)(1) Specimen certificates of Common Stock. (Incorporated by
reference to Registrant's Amendment No. 1 to the Registration
Statement on Form N-2 filed on March 6, 1981.)
(d)(2) Specimen certificates of $2.50 Cumulative Preferred Stock.
(Incorporated by reference to Registrant's Amendment No. 1 to
the Registration Statement on Form N-2 filed on March 6,
1981.)
(d)(3) Specimen of Warrant of the Registrant. (Incorporated by
reference to Registrant's Amendment No. 1 to the Registration
Statement on Form N-2 filed on March 6, 1981.)
(d)(4) Form of Subscription Certificate - Subscription Right for
shares of Common Stock. (Incorporated by reference to
Registrant's Registration Statement on Form N-2 filed on
September 17, 1992.)
(d)(5) The Registrant's Charter is the constituent instrument
defining the rights of the $2.50 Cumulative Preferred Stock,
par value $50, and the Common Stock of the Registrant.
(Incorporated by reference to Registrant's Amendment No. 27 to
the Registration Statement on Form N-2 filed on April 16,
1998.)
(e) Registrant's Automatic Dividend Investment and Cash Purchase
Plan is set forth in Registrant's Prospectus which is filed as
Part A of this Registration Statement.
(f) Not Applicable.
(g)(1) Amended Management Agreement between Registrant and J. & W.
Seligman & Co. Incorporated. (Incorporated by reference to
Registrant's Amendment No. 24 to the Registration Statement on
Form N-2 filed April 13, 1995.)
(h) Not Applicable.
(i)(1) Matched Accumulation Plan of J. & W. Seligman & Co.
Incorporated. (Incorporated by reference to Exhibit 7 of
Post-Effective Amendment No. 21 to the Registration Statement
on Form N-1A of Seligman Frontier Fund, Inc. (File No.
2-92487) filed on January 28, 1997.)
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PART C. OTHER INFORMATION
(i)(2) Deferred Compensation Plan for Directors of Tri-Continental
Corporation. (Incorporated by reference to Registrant's
Amendment No. 27 to the Registration Statement on Form N-2
filed on April 16, 1998.)
(j) Form of Custodian Agreement between Registrant and Investors
Fiduciary Trust Company. (Incorporated by reference to
Registrant's Amendment No. 26 to the Registration Statement on
Form N-2 filed on April 24, 1997.)
(k) Not Applicable.
(l) *Opinion and Consent of Counsel.
(m) Not Applicable.
(n) **Consent of Independent Auditors.
(o) Not Applicable.
(p) Not Applicable.
(q)(1) The Seligman Roth/Traditional IRA Information Kit.
(Incorporated by reference to Registrant's Amendment No. 27 to
the Registration Statement on Form N-2 filed on April 16,
1998.)
(q)(2) The Seligman Simple IRA Plan documents for employers
(Incorporated by reference to Exhibit 14 of Pre-Effective
Amendment No. 2 to the Registration Statement on Form N-1A of
Seligman Value Fund Series, Inc. (File No. 333-20621) filed on
April 17, 1997.)
(q)(3) The Seligman Simple IRA Plan Agreement and Disclosure
Statement for participants. (Incorporated by reference to
Exhibit 14 of Pre-Effective Amendment No. 2 to the
Registration Statement on Form N-1A of Seligman Value Fund
Series, Inc. (File No. 333-20621) filed on April 17, 1997.)
(q)(4) Qualified Plan and Trust Basic Plan Document. (Incorporated by
reference to Registrant's Amendment No. 27 to the Registration
Statement on Form N-2 filed on April 16, 1998.)
(q)(5) Flexible Standardized 401(k) Profit Sharing Plan Adoption
Agreement. (Incorporated by reference to Registrant's
Amendment No. 27 to the Registration Statement on Form N-2
filed on April 16, 1998.)
(q)(6) Flexible Nonstandardized Safe Harbor 401(k) Profit Sharing
Plan Adoption Agreement. (Incorporated by reference to
Registrant's Amendment No. 27 to the Registration Statement on
Form N-2 filed on April 16, 1998.)
(r) Amended and Restated Code of Ethics. (Incorporated by
reference to Post-Effective Amendment No. 3 to the
Registration Statement on Form N-1A of Seligman Investment
Grade Fixed Income Fund, Inc. (File No. 811-10423) filed on on
January 28, 2003.)
(Other Exhibits)
*(a) Power of Attorney for Paul C. Guidone.
(b) Power of Attorney for Leroy C. Richie. (Incorporated by
reference to Registrant's Amendment No. 31 to the Registration
Statement on Form N-2 filed on April 19, 2001.)
Item 25. Marketing Arrangements. Not Applicable.
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PART C. OTHER INFORMATION
Item 26. Other Expenses of Issuance and Distribution.
Registration fees $2,190.77
NYSE listing fees -0-
Registrar fees -0-
Legal fees -0-
Accounting fees -0-
Miscellaneous (mailing, etc.) -0-
Item 27. Persons Controlled by or Under Common Control with Registrant.
Seligman Data Corp., a New York Corporation, is owned by the
Registrant and certain associated investment companies. The
Registrant's investment in Seligman Data Corp. is recorded at a cost
of $43,681.
Item 28. Number of Holders of Securities.
As of March 31, 2003:
Title of Class Number of Recordholders
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$2.50 Cumulative Preferred 394
Common Stock 36,296
Warrants 104
Item 29. Indemnification. Reference is made to the provisions of Article
Eleventh of Registrant's Amended and Restated Charter filed as an
exhibit to this Registration Statement and Article II, Section 14 of
Registrant's Restated By-laws filed as an exhibit to the
Registration Statement filed on April 23, 1997.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised
by the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
Item 30. Business and Other Connections of Investment Adviser: J. & W.
Seligman & Co. Incorporated, a Delaware corporation (the "Manager"),
is the Registrant's investment manager and is an investment manager
registered under the Investment Advisers Act of 1940, as amended
(Advisers Act). The list required by this Item 30 of officers and
directors of the Manager, together with information as to any other
business, profession, vocation or employment of a substantial nature
engaged in by such officers and directors during the past two years,
is incorporated by reference to Schedules A and D of Form ADV, filed
by the Manager with the Securities and Exchange Commission, pursuant
to the Advisers Act (SEC File No. 801-15798) which was filed on
March 28, 2003.
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PART C. OTHER INFORMATION
Item 31. Location of Accounts and Records: The accounts, books and other
documents required to be maintained by Section 31(a) of the
Investment Company Act of 1940, as amended, and the Rules 17 CFR
270.31(a)(1)-31(a)(3) promulgated thereunder, are maintained by J. &
W. Seligman & Co. Incorporated, 100 Park Avenue, New York, NY 10017,
and at the following locations: (1) Custodian: State Street Bank and
Trust Company, 801 Pennsylvania, Kansas City, Missouri 64105 and (2)
Transfer Agent, Redemption and Other Shareholder Account Services:
Seligman Data Corp., 100 Park Avenue, New York, NY 10017.
Item 32. Management Services: Not Applicable.
Item 33. Undertakings:
I. Registrant undertakes: to suspend the offering of shares until
the prospectus is amended if (1) subsequent to the effective date of
its registration statement, the net asset value declines more than
10% from its net asset value as of the effective date of the
registration statement.
II. Registrant undertakes:
(a) to file, during any period in which offers or sales are being
made, a post-effective amendment to the registration statement: (1)
to include any prospectus required by Section 10(a)(3) of the 1933
Act; (2) to reflect in the prospectus any facts or events after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement; and (3) to include any material
information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to
such information in the registration statement;
(b) and that, for the purpose of determining any liability under the
1933 Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered
therein, and the offering of those securities at that time shall be
deemed to be the initial bona fide offering thereof.
III. The Registrant undertakes: to send by first class mail or other
means designed to ensure equally prompt delivery within two business
days of receipt of a written or oral request, the Registrant's
Statement of Additional Information.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused Amendment No. 1 to this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 30th day of
April, 2003.
TRI-CONTINENTAL CORPORATION
By: /s/ Brian T. Zino
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Brian T. Zino, President
Pursuant to the requirements of the Securities Act of 1933, Amendment No. 1 to
this Registration Statement has been signed by the following persons in the
capacities indicated on April 30th, 2003.
Signature Title
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/s/ Brian T. Zino Director, President and Chief Executive
----------------------------- Officer (Principal Executive Officer)
Brian T. Zino
/s/ William C. Morris Chairman of the Board and Director
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William C. Morris
/s/ Lawrence P. Vogel Treasurer (Principal Financial and
----------------------------- Accounting Officer)
Lawrence P. Vogel
John R. Galvin, Director )
Paul C. Guidone, Director )
Alice S. Ilchman, Director )
Frank A. McPherson, Director )
John E. Merow, Director )
Betsy S. Michel, Director ) /s/ Brian T. Zino
Leroy C. Richie, Director ) ----------------------------------------
James Q. Riordan, Director ) Brian T. Zino, Attorney-in-Fact
Robert L. Shafer, Director )
James N. Whitson, Director )
TRI-CONTINENTAL CORPORATION
FORM N-2
EXHIBIT INDEX
Form N-2 Item No. Description
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Item 24(2)(n) Consent of Independent Auditors.