UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-0266 |
Tri-Continental Corporation
(Exact name of Registrant as specified in charter)
100 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip code)
Lawrence P. Vogel
100 Park Avenue
New York, New York 10017
(Name and address of agent for service)
Registrants telephone number, including area code: | (212) 850-1864 | |
Date of fiscal year end: | 12/31 | |
Date of reporting period: | 6/30/03 |
FORM N-CSR
ITEM 1. REPORTS TO STOCKHOLDERS.
TRI-CONTINENTAL
CORPORATION
Mid-Year
Report June 30, 2003
Mid-Year Report 2003
Tri-Continental
Corporation
an investment you can live with
Tri-Continental Corporation invests to
produce future growth of both capital
and income, while providing reasonable
current income.
TY is Tri-Continental Corporations symbol for its Common Stock on the New York Stock Exchange.
Tri-Continental Corporation
Your mid-year Stockholder report for Tri-Continental Corporation follows this letter. This report contains performance information, as well as Tri-Continentals investment results and financial statements, including a portfolio of investments.
For the six months ended June 30, 2003, Tri-Continental posted a total return of 12.29% based on market price and 9.25% based on net asset value. During the same time period, the S&P 500 returned 11.76%, and the Lipper Closed-End Growth & Income Funds Average returned 11.01%.
Tri-Continental Corporations Annual Stockholders Meeting was held on May 15, 2003, in Houston, Texas. At the meeting, four directors were elected, and the selection of Tri-Continentals independent auditors was ratified. For complete details of the vote, please refer to page 19 of this report. Please also take the time to fill out the survey card included in this report. This survey is completely anonymous and gives Stockholders who were unable to attend the Annual Meeting the opportunity to voice their opinions. We appreciate your assistance.
Thank you for your continued support of Tri-Continental Corporation. We look forward to serving your investment needs for many years to come.
By Order of the Board of Directors,
William C. Morris
Chairman
Brian T. Zino
President
August 18, 2003
1
Tri-Continental Corporation
Investment Results Per Common Share (unaudited)
TOTAL RETURNS
For Periods Ended June 30, 2003
Average Annual | |||||||||||||||
Three | Six | One | Five | Ten | |||||||||||
Months* | Months* | Year | Years | Years | |||||||||||
Market Price** | 15.69 | % | 12.29 | % | (6.80 | )% | (3.07 | )% | 6.64 | % | |||||
Net Asset Value** | 14.19 | 9.25 | (5.41 | ) | (4.15 | ) | 6.86 | ||||||||
Lipper Closed-End | |||||||||||||||
Growth & Income | |||||||||||||||
Funds Average*** | 16.35 | 11.01 | (0.08 | ) | (1.22 | ) | 7.13 | ||||||||
S&P 500*** | 15.39 | 11.76 | 0.24 | (1.62 | ) | 10.04 | |||||||||
PRICE PER SHARE | |||||||||||||||
June 30, 2003 |
March 31, 2003 |
December 31, 2002 |
|||||||||||||
Market Price | $14.78 | $12.81 | $13.25 |
||||||||||||
Net Asset Value | 17.06 | 14.98 | 15.72 |
DIVIDEND AND CAPITAL GAIN INFORMATION |
||||||||
For the Six Months Ended June 30, 2003 | ||||||||
Capital Gain (Loss) |
||||||||
Dividends
Paid |
Realized |
Unrealized |
||||||
$0.09 |
$(0.77 | ) | $0.27 | |
The rates of return will vary and the principal value of an investment will fluctuate. Shares, if sold, may be worth more or less than their original cost. Past performance is not indicative
of future investment results. Due to market volatility, current performance may be higher or lower than the performance quoted above. |
||
* |
Returns for periods of less than one year are not annualized. |
|
** |
These rates of return reflect changes in market price or net asset value, as applicable, and assume that all distributions within the period are taken in additional shares. |
|
*** |
The Lipper Closed-End Growth & Income Funds Average and the S&P 500 are unmanaged benchmarks that assume reinvestment of all distributions. The Lipper Closed-End Growth & Income
Funds Average excludes the effect of any costs associated with the purchase of shares, and the S&P 500 excludes the effect of fees and sales charges. The Lipper Closed-End Growth & Income Funds Average measures the performance of closed-end
mutual funds with objectives similar to the Corporation. The S&P 500 measures the performance of 500 of the largest US companies based on market capitalizations. Investors cannot invest directly in an index or an average. |
|
|
Preferred Stockholders were paid dividends totaling $1.25 per share. |
|
|
Represents the per share amount of net unrealized appreciation of portfolio securities as of June 30, 2003. |
2
Tri-Continental Corporation
Stockholder Survey
Tri-Continental is conducting a survey in an effort to find out more about the Corporations Stockholders, particularly how they feel about their investment. Please take a few moments to complete this survey. It is a self mailer that can be folded, sealed, and mailed. Postage has already been paid, and your responses are anonymous.
Tri-Continentals Discount
Closed-end funds, like Tri-Continental, usually trade at either a premium or at a discount; in other words, their market price may be higher or lower than net asset value. During the first six months of 2003, Tri-Continentals discount narrowed from 15.71% on December 31, 2002, to 13.36% on June 30, 2003. This resulted in a disparity between Tri-Continentals net asset value return of 9.25% and its market price return of 12.29% during this time.
We are pleased that there has been a convergence between Tri-Continentals market price and net asset value, creating a narrower discount. Many market professionals believe that a discount represents a buying opportunity to acquire a professionally managed portfolio, with a competitive long-term performance history, at an attractive price.
Tri-Continentals manager, J. & W. Seligman & Co. Incorporated, has taken steps to reduce the discount including proactive contact with the sell-side analyst community, increasing market awareness through www.tri-continental.com, and maintaining an ongoing investor relations program, Introduce Tri-Continental to a Friend. Also, in November 2002, Tri-Continental renewed its share buyback program for up to 7.5% of shares outstanding as long as the discount remains wider than 10%. While this program was not designed specifically to narrow the discount, that may be a secondary effect. Our studies show that closed-end funds with more rapid growth in the number of shares outstanding tend to have wider discounts, and the buyback program reduces Tri-Continentals shares outstanding by the number of shares repurchased.
www.tri-continental.com
Up-to-date information about Tri-Continental including daily net asset values, monthly fact sheets, portfolio manager commentary, recent reports, and more is available at www.tri-continental.com. This website was developed for the convenience of current Stockholders and to publicize Tri-Continental.
Stock Repurchase Program
In November 1998, the Board of Directors authorized a share repurchase program for up to 7.5% of the Corporations shares over a 12-month period. This program has been reauthorized each year since, most recently on November 21, 2002. The Boards decision benefits all Stockholders, allowing them to continue to enjoy the advantages of Tri-Continentals closed-end structure, while reducing the number of shares outstanding and increasing the net asset value of the remaining shares.
From November 21, 2002, through June 30, 2003, the Corporation repurchased 5,334,822 shares, representing approximately 4.25% of the shares outstanding on the date the program was reauthorized. During this time, the Corporation purchased shares in the open market in compliance with federal regulations that restrict the amount of its own stock it can repurchase. The repurchase of additional shares is expected to take place through November 2003, as long as the discount remains wider than 10%. The Board of Directors will then consider continuing the program.
3
Tri-Continental Corporation
Highlights of the First Half (unaudited)
June 30, | December 31, | ||||||||||
Assets: | 2003 | 2002 | |||||||||
Total Assets | $2,134,081,237 | $1,999,881,314 | |||||||||
Amounts Owed | 33,571,915 | 3,949,470 | |||||||||
Net Investment Assets | $2,100,509,322 | $1,995,931,844 | |||||||||
Preferred Stock, at par value | 37,637,000 | 37,637,000 | |||||||||
Net Assets for Common Stock | $2,062,872,322 |
$1,958,294,844 | |||||||||
Common shares outstanding | 120,950,232 | 124,564,364 | |||||||||
Net Assets Behind Common Share | $17.06 | $15.72 | |||||||||
Six Months Ended June 30, |
|||||||||||
2003 |
2002 |
||||||||||
Taxable Gain: | |||||||||||
Net capital loss realized | $(92,561,406 | ) | $(299,022,320 | ) | |||||||
Per Common share | $(0.77 | ) | $(2.32 | ) | |||||||
Unrealized capital gain (loss), end of period | $32,472,985 | $(103,642,145 | ) | ||||||||
Per Common share, end of period | $0.27 | $(0.80 | ) | ||||||||
Income: | |||||||||||
Total Income earned | $17,509,621 | $24,294,711 | |||||||||
Expenses | 6,877,120 | 8,635,227 | |||||||||
Preferred Stock Dividends | 940,925 | 940,925 | |||||||||
Income for Common Stock | $9,691,576 |
$14,718,559 | |||||||||
Expenses to average net investment assets | 0.70 | %* | 0.63 | %* | |||||||
Expenses to average net assets for Common Stock | 0.71 | %* | 0.64 | %* | |||||||
Dividends per Common Share | $0.09 | $0.14 | |||||||||
* Annualized. |
4
Tri-Continental Corporation
Diversification of Net Investment Assets (unaudited)
The diversification of portfolio holdings by industry on June 30, 2003, was as follows. Individual securities owned are listed on pages 7 to 10.
Percent of | ||||||||||||
Net Investment | ||||||||||||
Assets | ||||||||||||
June 30, | December 31, | |||||||||||
Issues | Cost | Value | 2003 | 2002 | ||||||||
Net Cash and | ||||||||||||
Short-Term Holding | 1 | $ |
53,146,094 | $ |
53,146,094 | 2.5 | 0.6 | |||||
Tri-Continental | ||||||||||||
Financial Division | 2 | 7,192,351 | 4,045,231 | 0.2 | 0.2 | |||||||
3 | 60,338,445 | 57,191,325 | 2.7 | 0.8 | ||||||||
Common Stocks: | ||||||||||||
Automobiles and Components | 1 | 9,409,524 | 12,549,654 | 0.6 | 1.2 | |||||||
Banks | 6 | 156,376,347 | 171,994,395 | 8.2 | 6.7 | |||||||
Capital Goods | 7 | 167,662,139 | 150,978,828 | 7.2 | 11.8 | |||||||
Chemicals | 1 | 33,697,050 | 30,168,320 | 1.4 | 1.5 | |||||||
Communications Equipment | 2 | 33,318,005 | 36,760,570 | 1.7 | 3.6 | |||||||
Computers and Peripherals | 4 | 103,263,077 | 113,745,149 | 5.4 | 2.9 | |||||||
Consumer Durables and Apparel | 2 | 38,458,718 | 41,149,848 | 2.0 | 3.0 | |||||||
Consumer Staples | 6 | 173,327,042 | 172,349,890 | 8.2 | 9.1 | |||||||
Diversified Financials | 8 | 285,706,213 | 299,430,269 | 14.3 | 7.6 | |||||||
Electronic Equipment | ||||||||||||
and Instruments | | | | | 1.2 | |||||||
Energy | 9 | 166,931,539 | 168,935,853 | 8.0 | 7.4 | |||||||
Health Care Equipment | ||||||||||||
and Services | 3 | 34,456,360 | 43,812,990 | 2.1 | 3.7 | |||||||
Hotels, Restaurants and Leisure | 1 | 21,528,379 | 22,901,766 | 1.1 | 1.0 | |||||||
Insurance | 5 | 91,689,423 | 91,475,917 | 4.4 | 4.8 | |||||||
Media | 6 | 83,340,316 | 87,242,407 | 4.1 | 2.8 | |||||||
Paper and Forest Products | 1 | 30,921,511 | 31,398,300 | 1.5 | 2.9 | |||||||
Pharmaceuticals and Biotechnology | 8 | 187,262,326 | 194,623,616 | 9.3 | 9.0 | |||||||
Retailing | 4 | 61,085,009 | 67,270,030 | 3.2 | 4.7 | |||||||
Semiconductors and | ||||||||||||
Semiconductor Equipment | 6 | 77,046,803 | 71,044,562 | 3.4 | 2.6 | |||||||
Software and Services | 8 | 144,902,214 | 148,817,630 | 7.1 | 5.2 | |||||||
Telecommunication Services | 3 | 65,803,109 | 43,889,284 | 2.1 | 4.0 | |||||||
Transportation | 2 | 16,943,170 | 16,999,308 | 0.8 | | |||||||
Utilities | 2 | 24,569,618 | 25,779,411 | 1.2 | 2.5 | |||||||
95 | 2,007,697,892 | 2,043,317,997 | 97.3 | 99.2 | ||||||||
Net Investment Assets | 98 | $ |
2,068,036,337 |
$ |
2,100,509,322 | 100.0 |
100.0 | |||||
5
Tri-Continental Corporation
Largest Portfolio Changes (unaudited)
April 1 to June 30, 2003
Largest Purchases |
Largest Sales |
Altria Group, Inc. | Gillette Company (The)** |
Sun Microsystems, Inc. | International Business Machines Corporation |
Bear Stearns Companies Inc. (The) | Pfizer Inc. |
ChevronTexaco Corporation* | Starwood Hotels & Resorts Worldwide, Inc.** |
Limited Brands* | Viacom Inc. Class B |
Royal Caribbean Cruises Ltd.* | Procter & Gamble Company (The) |
Citigroup Inc. | Coca-Cola Company (The)** |
Wachovia Corporation | Biovail Corporation** |
Check Point Software Technologies Ltd.* | Lowes Companies, Inc.** |
Golden West Financial Corporation* | KeyCorp** |
Largest portfolio changes from the previous period to the current period are based on cost of purchases and proceeds from sales of securities, listed in descending order. |
|
* |
Position added during the period. |
** |
Position eliminated during the period. |
10 Largest Holdings (unaudited) | |||||
June 30, 2003 | |||||
Percent of | |||||
Security |
Value | Net Investment Assets | |||
Citigroup Inc. | $93,613,444 | 4.5 | |||
Bank of America Corporation | 73,878,825 | 3.5 | |||
General Electric Company | 71,697,132 | 3.4 | |||
Microsoft Corporation | 70,978,038 | 3.4 | |||
Pfizer Inc. | 64,083,773 | 3.1 | |||
Wal-Mart Stores, Inc. | 63,756,203 | 3.0 | |||
J.P. Morgan Chase & Co. | 61,506,910 | 2.9 | |||
Bear Stearns Companies Inc. (The) | 60,630,024 | 2.9 | |||
Altria Group, Inc. | 55,840,307 | 2.7 | |||
American Express Company | 47,522,500 | 2.3 |
6
Tri-Continental Corporation
Portfolio of Investments (unaudited) | June 30, 2003 | |||||||||
Shares | Value | |||||||||
COMMON STOCKS 97.3% | ||||||||||
AUTOMOBILES AND COMPONENTS 0.6% | ||||||||||
Lear Corporation* | 272,700 | $ |
12,549,654 | |||||||
BANKS 8.2% | ||||||||||
Bank of America Corporation | 934,820 | 73,878,825 | ||||||||
Golden West Financial Corporation | 205,500 | 16,442,055 | ||||||||
GreenPoint Financial Corp. | 342,400 | 17,441,856 | ||||||||
Radian Group Inc. | 285,800 | 10,474,570 | ||||||||
U.S. Bancorp | 558,640 | 13,686,680 | ||||||||
Wachovia Corporation | 1,002,763 | 40,070,409 | ||||||||
171,994,395 | ||||||||||
CAPITAL GOODS 7.2% | ||||||||||
Deere & Company | 239,300 | 10,936,010 | ||||||||
General Electric Company | 2,499,900 | 71,697,132 | ||||||||
Illinois Tool Works Inc. | 311,180 | 20,491,203 | ||||||||
Lockheed Martin Corporation | 191,123 | 9,091,721 | ||||||||
PACCAR Inc. | 111,700 | 7,522,995 | ||||||||
Raytheon Company | 345,900 | 11,359,356 | ||||||||
Tyco International Ltd. | 1,047,440 | 19,880,411 | ||||||||
150,978,828 | ||||||||||
CHEMICALS 1.4% | ||||||||||
Air Products and Chemicals, Inc. | 725,200 | 30,168,320 | ||||||||
COMMUNICATIONS EQUIPMENT 1.7% | ||||||||||
Cisco Systems, Inc.* | 1,817,680 | 30,100,781 | ||||||||
Telefonaktiebolaget LM Ericsson ADRs (Sweden) | 625,920 | 6,659,789 | ||||||||
36,760,570 | ||||||||||
COMPUTERS AND PERIPHERALS 5.4% | ||||||||||
Dell Inc.* | 1,029,200 | 32,898,378 | ||||||||
Hewlett-Packard Company | 1,040,930 | 22,171,809 | ||||||||
International Business Machines Corporation | 206,420 | 17,029,650 | ||||||||
Sun Microsystems, Inc.* | 9,063,180 | 41,645,312 | ||||||||
113,745,149 | ||||||||||
CONSUMER DURABLES AND APPAREL 2.0% | ||||||||||
Mohawk Industries, Inc.* | 286,000 | 15,881,580 | ||||||||
Pulte Homes, Inc. | 409,800 | 25,268,268 | ||||||||
41,149,848 | ||||||||||
CONSUMER STAPLES 8.2% | ||||||||||
Altria Group, Inc. | 1,228,880 | 55,840,307 | ||||||||
Avon Products, Inc. | 124,010 | 7,713,422 | ||||||||
Kraft Foods Inc. Class A | 323,170 | 10,519,184 | ||||||||
Procter & Gamble Company (The) | 291,056 | 25,956,374 | ||||||||
See footnotes on page 10. |
7
Tri-Continental Corporation
Portfolio of Investments (unaudited) | June 30, 2003 | ||||||||
Shares | Value | ||||||||
CONSUMER STAPLES (continued) | |||||||||
Unilever NV NY shares (Netherlands) | 158,600 | $ |
8,564,400 | ||||||
Wal-Mart Stores, Inc. | 1,187,930 | 63,756,203 | |||||||
172,349,890 | |||||||||
DIVERSIFIED FINANCIALS 14.3% | |||||||||
Allied Capital Corporation | 334,500 | 7,726,950 | |||||||
American Express Company | 1,136,630 | 47,522,500 | |||||||
Bank of New York Company, Inc. (The) | 328,380 | 9,440,925 | |||||||
Bear Stearns Companies Inc. (The) | 837,200 | 60,630,024 | |||||||
Citigroup Inc. | 2,187,230 | 93,613,444 | |||||||
J.P. Morgan Chase & Co. | 1,799,500 | 61,506,910 | |||||||
Merrill Lynch & Co., Inc. | 285,100 | 13,308,468 | |||||||
Morgan Stanley | 132,890 | 5,681,048 | |||||||
299,430,269 | |||||||||
ENERGY 8.0% | |||||||||
ChevronTexaco Corporation | 389,500 | 28,121,900 | |||||||
ConocoPhillips | 297,703 | 16,314,124 | |||||||
Devon Energy Corporation | 484,400 | 25,866,960 | |||||||
Exxon Mobil Corporation | 734,525 | 26,376,793 | |||||||
Noble Energy, Inc. | 391,880 | 14,813,064 | |||||||
Occidental Petroleum Corporation | 304,200 | 10,205,910 | |||||||
Rowan Companies, Inc.* | 577,100 | 12,927,040 | |||||||
Royal Dutch Petroleum Company NY shares (Netherlands) | 383,100 | 17,860,122 | |||||||
Weatherford International Ltd.* | 392,600 | 16,449,940 | |||||||
168,935,853 | |||||||||
HEALTH CARE EQUIPMENT AND SERVICES 2.1% | |||||||||
Anthem, Inc.* | 226,410 | 17,467,531 | |||||||
Boston Scientific Corporation* | 245,200 | 14,981,720 | |||||||
Cardinal Health, Inc. | 176,730 | 11,363,739 | |||||||
43,812,990 | |||||||||
HOTELS, RESTAURANTS AND LEISURE 1.1% | |||||||||
Royal Caribbean Cruises Ltd. | 988,850 | 22,901,766 | |||||||
INSURANCE 4.4% | |||||||||
American International Group, Inc. | 682,000 | 37,632,760 | |||||||
W.R. Berkley Corporation | 478,430 | 25,213,261 | |||||||
Everest Re Group, Ltd. | 87,110 | 6,663,915 | |||||||
PartnerRe Ltd. | 309,900 | 15,838,989 | |||||||
RenaissanceRe Holdings Ltd. | 134,600 | 6,126,992 | |||||||
91,475,917 | |||||||||
MEDIA 4.1% | |||||||||
AOL Time Warner Inc.* | 1,074,100 | 17,282,269 | |||||||
Clear Channel Communications, Inc.* | 362,200 | 15,353,658 | |||||||
See footnotes on page 10. |
8
Tri-Continental Corporation
Portfolio of Investments (unaudited) | June 30, 2003 | ||||||||||
Shares | Value | ||||||||||
MEDIA (continued) | |||||||||||
Knight Ridder, Inc. | 155,700 | $ |
10,732,401 | ||||||||
Tribune Company | 254,700 | 12,302,010 | |||||||||
Univision Communications Inc. Class A* | 373,300 | 11,348,320 | |||||||||
Viacom Inc. Class B* | 463,210 | 20,223,749 | |||||||||
87,242,407 | |||||||||||
PAPER AND FOREST PRODUCTS 1.5% | |||||||||||
Weyerhaeuser Company | 581,450 | 31,398,300 | |||||||||
PHARMACEUTICALS AND BIOTECHNOLOGY 9.3% | |||||||||||
Amgen Inc.* | 245,990 | 16,477,640 | |||||||||
Barr Laboratories, Inc.* | 174,170 | 11,408,135 | |||||||||
Forest Laboratories, Inc.* | 150,600 | 8,245,350 | |||||||||
Johnson & Johnson | 625,463 | 32,336,437 | |||||||||
Merck & Co., Inc. | 414,720 | 25,111,296 | |||||||||
Pfizer Inc. | 1,876,538 | 64,083,773 | |||||||||
Teva Pharmaceutical Industries Ltd. ADRs (Israel) | 225,080 | 12,814,930 | |||||||||
Wyeth | 530,100 | 24,146,055 | |||||||||
194,623,616 | |||||||||||
RETAILING 3.2% | |||||||||||
eBay Inc.* | 214,680 | 22,367,509 | |||||||||
Federated Department Stores, Inc. | 296,200 | 10,914,970 | |||||||||
Limited Brands | 1,382,190 | 21,423,945 | |||||||||
Michaels Stores, Inc. | 330,100 | 12,563,606 | |||||||||
67,270,030 | |||||||||||
SEMICONDUCTORS AND | |||||||||||
SEMICONDUCTOR EQUIPMENT 3.4% | |||||||||||
Analog Devices, Inc.* | 268,150 | 9,336,983 | |||||||||
Intel Corporation | 976,500 | 20,306,317 | |||||||||
KLA-Tencor Corporation* | 232,300 | 10,797,304 | |||||||||
Linear Technology Corporation | 178,600 | 5,756,278 | |||||||||
LSI Logic Corporation* | 1,610,400 | 11,401,632 | |||||||||
Texas Instruments Incorporated | 763,980 | 13,446,048 | |||||||||
71,044,562 | |||||||||||
SOFTWARE AND SERVICES 7.1% | |||||||||||
Adobe Systems Incorporated | 421,240 | 13,483,892 | |||||||||
Amdocs Limited* | 592,440 | 14,218,560 | |||||||||
BMC Software, Inc.* | 376,590 | 6,149,715 | |||||||||
Cadence Design Systems, Inc.* | 1,119,650 | 13,502,979 | |||||||||
Check Point Software Technologies Ltd. (Israel)* | 877,230 | 17,105,985 | |||||||||
Microsoft Corporation | 2,770,956 | 70,978,038 | |||||||||
Network Associates, Inc.* | 430,550 | 5,459,374 | |||||||||
Oracle Corporation* | 659,100 | 7,919,087 | |||||||||
148,817,630 | |||||||||||
See footnotes on page 10. |
9
Tri-Continental Corporation
Portfolio of Investments (unaudited) | June 30, 2003 | |||||||||||
Shares,
|
||||||||||||
Partnership Interest or
|
||||||||||||
Principal Amount
|
Value | |||||||||||
TELECOMMUNICATION SERVICES 2.1% | ||||||||||||
Nextel Communications, Inc.* | 746,420 |
shs. |
$ |
13,450,488 | ||||||||
SBC Communications, Inc. | 822,010
|
21,002,356 | ||||||||||
Verizon Communications Inc. | 239,200
|
9,436,440 | ||||||||||
43,889,284 | ||||||||||||
TRANSPORTATION 0.8% | ||||||||||||
Burlington Northern Santa Fe Corporation | 314,600
|
8,947,224 | ||||||||||
CSX Corporation | 267,600
|
8,052,084 | ||||||||||
16,999,308 | ||||||||||||
UTILITIES 1.2% | ||||||||||||
Exelon Corporation | 219,300
|
13,116,333 | ||||||||||
Xcel Energy, Inc. | 841,960
|
12,663,078 | ||||||||||
25,779,411 | ||||||||||||
TOTAL COMMON STOCKS | ||||||||||||
(Cost $2,007,697,892) | 2,043,317,997 | |||||||||||
TRI-CONTINENTAL FINANCIAL DIVISION 0.2% | ||||||||||||
WCAS Capital Partners II, L.P. | $ | 4,727,686
|
2,336,422 | |||||||||
Whitney Subordinated Debt Fund, L.P. | 2,464,665
|
1,708,809 | ||||||||||
TOTAL TRI-CONTINENTAL FINANCIAL DIVISION | 4,045,231 | |||||||||||
(Cost $7,192,351) | ||||||||||||
FIXED TIME DEPOSIT 2.1% | ||||||||||||
Rabobank Nederland, Grand Cayman 1.25%, 7/1/03 | ||||||||||||
(Cost $44,500,000) | 44,500,000
|
44,500,000 | ||||||||||
TOTAL INVESTMENTS 99.6% | ||||||||||||
(Cost $2,059,390,243) | 2,091,863,228 | |||||||||||
OTHER ASSETS LESS LIABILITIES 0.4% | 8,646,094 | |||||||||||
NET ASSETS 100.0% | $ | 2,100,509,322 | ||||||||||
* Non-income producing security. | ||||||||||||
Restricted securities. | ||||||||||||
See Notes to Financial Statements. |
10
Tri-Continental Corporation
Statement of Assets and Liabilities (unaudited) June 30, 2003
Assets: | ||||||||||
Investments, at value | ||||||||||
Common stocks (cost$2,007,697,892) | $2,043,317,997 | |||||||||
Tri-Continental Financial Division | ||||||||||
(cost$7,192,351) | 4,045,231 | |||||||||
Fixed time deposit (cost$44,500,000) | 44,500,000 | |||||||||
$2,091,863,228 | ||||||||||
Receivable for securities sold | 38,797,899 | |||||||||
Receivable for dividends and interest | 2,632,006 | |||||||||
Investment in, and expenses prepaid to, stockholder service agent | 700,495 | |||||||||
Other | 87,609 | |||||||||
Total Assets | 2,134,081,237 | |||||||||
Liabilities: | ||||||||||
Payable for securities purchased | 30,779,957 | |||||||||
Payable for Common Stock repurchased | 857,708 | |||||||||
Management fee payable | 722,158 | |||||||||
Preferred dividends payable | 470,463 | |||||||||
Bank overdraft | 163,662 | |||||||||
Accrued expenses and other | 577,967 | |||||||||
Total Liabilities | 33,571,915 | |||||||||
Net Investment Assets | 2,100,509,322 | |||||||||
Preferred Stock | 37,637,000 | |||||||||
Net Assets for Common Stock | $ 2,062,872,322 | |||||||||
Net Assets per share of Common Stock | ||||||||||
(Market value$14.78) | $17.06 | |||||||||
Statement of Capital Stock and Surplus (unaudited) June 30, 2003 | ||||||||||
Capital Stock: | ||||||||||
$2.50 Cumulative Preferred Stock, $50 par value, | ||||||||||
assets coverage per share$2,790.48 | ||||||||||
Shares authorized1,000,000; issued and | ||||||||||
outstanding752,740 | $ |
37,637,000 | ||||||||
Common Stock, $0.50 par value: | ||||||||||
Shares authorized159,000,000; issued and | ||||||||||
outstanding120,950,232 | 60,475,116 | |||||||||
Surplus: | ||||||||||
Capital surplus | 2,798,011,203 | |||||||||
Dividends in excess of net investment income | (2,023,524 | ) | ||||||||
Accumulated net realized loss | (826,063,458 | ) | ||||||||
Net unrealized appreciation of investments | 32,472,985 | |||||||||
Net Investment Assets | $2,100,509,322 | |||||||||
See Notes to Financial Statements. |
11
Tri-Continental Corporation
Statement of Operations (unaudited) For the Six Months Ended June 30, 2003
Investment Income: | ||||||
Dividends (net of foreign taxes withheld of $108,279) | $ |
17,216,273 | ||||
Interest | 293,348 | |||||
Total Investment Income | $17,509,621 | |||||
Expenses: | ||||||
Management fees | 4,087,450 | |||||
Stockholder account and registrar services | 1,782,824 | |||||
Stockholder reports and communications | 341,120 | |||||
Custody and related services | 212,451 | |||||
Directors fees and expenses | 181,052 | |||||
Stockholders meeting | 107,112 | |||||
Auditing and legal fees | 74,894 | |||||
Registration | 21,219 | |||||
Miscellaneous | 68,998 | |||||
Total Expenses | 6,877,120 | |||||
Net Investment Income | 10,632,501 | * | ||||
Net Realized and Unrealized Gain (Loss) | ||||||
on Investments: | ||||||
Net realized loss on investments | (92,561,406 | ) | ||||
Net change in unrealized depreciation | ||||||
of investments | 247,871,202 | |||||
Net Gain on Investments | 155,309,796 | |||||
Increase in Net Assets | ||||||
from Operations | $165,942,297 |
|||||
* Net investment income for Common Stock is $9,691,576, which is net of Preferred Stock dividends of $940,925. | ||||||
See Notes to Financial Statements. |
12
Tri-Continental Corporation
Statements of Changes in Net Investment Assets (unaudited)
Six Months Ended | Year Ended | |||||
June 30, 2003 | December 31, 2002 | |||||
Operations: | ||||||
Net investment income | $ | 10,632,501 | $ | 31,330,983 | ||
Net realized loss on investments | (92,561,406 | ) | (527,888,865 | ) | ||
Net change in unrealized appreciation/depreciation | ||||||
of investments | 247,871,202 | (256,514,118 | ) | |||
Increase (Decrease) in Net Assets | ||||||
from Operations | 165,942,297 | (753,072,000 | ) | |||
Distributions to Stockholders: | ||||||
Net investment income: | ||||||
Preferred Stock (per share: $1.25 and $2.50) | (940,925 | ) | (1,881,850 | ) | ||
Common Stock (per share: $0.09 and $0.26) | (10,975,263 | ) | (33,374,284 | ) | ||
Decrease in Net Investment Assets | ||||||
from Distributions | (11,916,188 | ) | (35,256,134 | ) | ||
Capital Share Transactions: | ||||||
Value of shares of Common Stock issued | ||||||
for investment plans (614,782 and 1,596,880 shares) | 8,338,235 | 26,284,545 | ||||
Cost of shares of Common Stock purchased | ||||||
from investment plan participants | ||||||
(1,286,891 and 2,654,532 shares) | (17,487,608 | ) | (41,998,152 | ) | ||
Cost of shares of Common Stock purchased in the | ||||||
open market (2,942,900 and 6,850,800 shares) | (40,300,135 | ) | (111,326,749 | ) | ||
Net proceeds from issuance of shares of | ||||||
Common Stock upon exercise of | ||||||
Warrants (877 and 8,568 shares) | 877 | 8,570 | ||||
Decrease in Net Investment Assets | ||||||
from Capital Share Transactions | (49,448,631 | ) | (127,031,786 | ) | ||
Increase (Decrease) in Net Investment Assets | 104,577,478 | (915,359,920 | ) | |||
Net Investment Assets: | ||||||
Beginning of period | 1,995,931,844 | 2,911,291,764 | ||||
End of Period (net of dividends in excess of | ||||||
net investment income of $2,023,524 and | ||||||
$739,837, respectively) | $ 2,100,509,322 | $ | 1,995,931,844 | |||
See Notes to Financial Statements. |
13
Tri-Continental Corporation |
|||
Notes to Financial Statements (unaudited) |
|||
1. Significant Accounting Policies The financial statements of Tri-Continental Corporation (the
Corporation) have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements.
Actual results may differ from these estimates. These unaudited interim financial statements reflect all adjustments, which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. All such
adjustments are of a normal recurring nature. The following summarizes the significant accounting policies of the Corporation: |
|||
a. |
Security Valuation Investments in stocks, limited partnership interests, and short-term holdings maturing in more than 60 days are valued at current market
values or, in their absence, fair value determined in accordance with procedures approved by the Board of Directors. Securities traded on an exchange are valued at last sales prices or, in their absence and in the case of over-the-counter
securities, at the mean of bid and asked prices. Short-term holdings maturing in 60 days or less are valued at amortized cost. |
||
b. |
Federal Taxes There is no provision for federal income tax. The Corporation has elected to be taxed as a regulated investment company and intends to
distribute substantially all taxable net income and net realized gain. |
||
c. |
Security Transactions and Related Investment Income Investment transactions are recorded on trade dates. Identified cost of investments sold is used for
both financial statements and federal income tax purposes. Dividends receivable and payable are recorded on ex-dividend dates. Interest income is recorded on the accrual basis. |
||
d. |
Distributions to Stockholders The treatment for financial statement purposes of distributions made during the year from net investment income or net
realized gains may differ from their ultimate treatment for federal income tax purposes. These differences are caused primarily by differences in the timing of the recognition of certain components of income, expense or capital gain, and the
recharacterization of foreign exchange gains or losses to either ordinary income or realized capital gain for federal income tax purposes. Where such differences are permanent in nature, they are reclassified in the components of net investment
assets based on their ultimate characterization for federal income tax purposes. Any such reclassification will have no effect on net assets, results of operations, or net asset value per share of the Corporation. |
||
2. Capital Stock Transactions Under the Corporations Charter, dividends on the Common Stock cannot be declared
unless net assets, after such dividends and dividends on Preferred Stock, equal at least $100 per share of Preferred Stock outstanding. The Preferred Stock is subject to redemption at the Corporations option at any time on 30 days notice
at $55 per share (or a total of $41,400,700 for the shares outstanding) plus accrued dividends, and entitled in liquidation to $50 per share plus accrued dividends. The Corporation, in connection with its Automatic Dividend Investment and Cash Purchase Plan and other Stockholder plans, acquires and issues shares of its own Common Stock, as needed, to satisfy Plan requirements. For the six months ended June 30, 2003, 1,286,891 shares were purchased from Plan participants at a cost of $17,487,608, which represented a weighted average discount of 14.12% from the net asset value of those acquired shares. A total of 614,782 shares were issued to Plan participants during the six months ended June 30, 2003, for proceeds of $8,338,235, at a discount of 15.05% from the net asset value of those shares. For the six months ended June 30, 2003, the Corporation purchased 2,942,900 shares of its Common Stock in the open market at an aggregate cost of $40,300,135, which represented a weighted average discount of 13.58% from the net asset value of those acquired shares. At June 30, 2003, 290,948 shares of Common Stock were reserved for issuance upon exercise of 12,931 Warrants, each of which entitled the holder to purchase 22.50 shares of Common Stock at $1.00 per share. Assuming the exercise of all Warrants outstanding at June 30, 2003, net investment assets would have |
14
Tri-Continental Corporation
Notes to Financial Statements (unaudited)
increased by $290,948 and the net asset value of the Common Stock would have been $17.02 per share. The number of Warrants exercised during the six months ended June 30, 2003, and the year ended December 31, 2002, was 39 and 381, respectively.
3. Purchases and Sales of Securities Purchases and sales of portfolio securities, excluding options and short-term investments, amounted to $1,122,736,609 and $1,214,706,713, respectively. At June 30, 2003, the cost of investments for federal income tax purposes was $2,062,574,743. The tax basis cost was greater than the cost for financial reporting purposes due to the tax deferral of losses on wash sales in the amount of $3,184,500. The tax basis gross unrealized appreciation and depreciation of portfolio securities amounted to $142,990,777 and $113,702,292, respectively.
4. Repurchase Agreements The Corporation may enter into repurchase agreements with commercial banks and with broker/dealers deemed to be creditworthy by J. & W. Seligman & Co. Incorporated (the Manager). Securities received as collateral subject to repurchase agreements are deposited with the Corporations custodian and, pursuant to the terms of the repurchase agreements, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. Procedures have been established to monitor, on a daily basis, the market value of repurchase agreements underlying securities to ensure the existence of the proper level of collateral.
5. Management Fee, Administrative Services, and Other Transactions The Manager manages the affairs of the Corporation and provides for the necessary personnel and facilities. Compensation of all officers of the Corporation, all directors of the Corporation who are employees of the Manager, and all personnel of the Corporation and the Manager is paid by the Manager. The Manager receives a fee, calculated daily and payable monthly, equal to a percentage of the Corporations daily net assets (including the liquidation value of the Corporations Preferred Stock) at the close of business on the previous business day. The management fee rate is calculated on a sliding scale of 0.45% to 0.375%, based on average daily net assets of all the investment companies managed by the Manager. The management fee for the six months ended June 30, 2003, was equivalent to an annual rate of 0.41% of the average daily net assets of the Corporation.
Seligman Data Corp., which is owned by the Corporation and certain associated investment companies, charged the Corporation at cost $1,749,288 for stockholder account services in accordance with a methodology approved by the Corporations directors. Costs of Seligman Data Corp. directly attributable to the Corporation were charged to the Corporation. The remaining charges were allocated to the Corporation by Seligman Data Corp. pursuant to a formula based on the Corporations net assets, stockholder transaction volume and number of stockholder accounts.
The Corporation and certain other associated investment companies (together, the Guarantors) have severally but not jointly guaranteed the performance and observance of all the terms and conditions of two leases entered into by Seligman Data Corp., including the payment of rent by Seligman Data Corp. (the Guaranties). The leases and the Guaranties expire in September 2008 and January 2009. The obligation of the Corporation to pay any amount due under either Guaranty is limited to a specified percentage of the full amount, which generally is based on the Corporations percentage of the expenses billed by Seligman Data Corp. to all Guarantors in the preceding calendar quarter. As of June 30, 2003, the Corporations potential obligation under the Guaranties is $941,600. As of June 30, 2003, no event has occurred which would result in the Corporation becoming liable to make any payment under a Guaranty. A portion of rent paid by Seligman Data Corp. is charged to the Corporation as part of Seligman Data Corp.s shareholder account services cost.
The Corporations investment in Seligman Data Corp. is recorded at a cost of $43,681.
Certain officers and directors of the Corporation are officers or directors of the Manager and/or Seligman Data Corp.
The Corporation has a compensation arrangement under which directors who receive fees may elect to defer receiving such fees. Directors may elect to have their deferred fees accrue interest or earn a return based on the performance of the Corporation or other funds in the Seligman Group of
15
Tri-Continental Corporation
Notes to Financial Statements (unaudited)
Investment Companies. The cost of such fees and earnings/loss accrued thereon is included in directors fees and expenses, and the accumulated balance thereof at June 30, 2003, of $230,557 is included in accrued expenses and other liabilities. Deferred fees and related accrued earnings are not deductible for federal income tax purposes until such amounts are paid.
6. Capital Loss Carryforward and Other Tax Adjustments At December 31, 2002, the Corporation had a net capital loss carryforward for federal income tax purposes of $687,863,434, which is available for offset against future taxable net capital gains, expiring in 2010. The amount was determined after adjustments for certain differences between financial reporting and tax purposes, such as wash sale losses. Accordingly, no capital gain distributions are expected to be paid to stockholders until net capital gains have been realized in excess of available capital loss carryforwards.
In addition, the Corporation elected to defer to January 1, 2003, the recognition for tax purposes of net losses of $37,298,808 realized on sales of investments after October 31, 2002. These losses will be available to offset future taxable net gains.
7. Restricted Securities At June 30, 2003, the Tri-Continental Financial Division of the Corporation comprised two investments that were purchased through private offerings and cannot be sold without prior registration under the Securities Act of 1933 or pursuant to an exemption therefrom. These investments are valued at fair value as determined in accordance with procedures approved by the Board of Directors of the Corporation. The acquisition dates of investments in the limited partnerships were as follows:
Investments | Acquisition Date(s) | Cost | ||||
WCAS Capital Partners II, L.P. | 12/11/90 to 3/24/98 | $ | 4,727,686 | |||
Whitney Subordinated Debt Fund, L.P | 7/12/89 to 11/10/98 | 2,464,665 | ||||
Total | $ | 7,192,351 | ||||
16
Tri-Continental Corporation
Financial Highlights (unaudited)
The Corporations financial highlights are presented below. Per share operating performance data is designed to allow investors to trace the operating performance, on a per Common share basis, from the beginning net asset value to the ending net asset value, so that investors can understand what effect the individual items have on their investment, assuming it was held throughout the period. Generally, the per share amounts are derived by converting the actual dollar amounts incurred for each item, as disclosed in the financial statements, to their equivalent per Common share amounts, using average shares outstanding.
Total investment return measures the Corporations performance assuming that investors purchased shares of the Corporation at the market value or net asset value as of the beginning of the period, invested dividends and capital gains paid, as provided for in the Corporations Prospectus and Automatic Dividend Investment and Cash Purchase Plan, and then sold their shares at the closing market value or net asset value per share on the last day of the period. The computations do not reflect taxes or any sales commissions investors may incur in purchasing or selling shares of the Corporation. Total investment returns are not annualized for periods of less than one year.
The ratios of expenses and net investment income to average net investment assets and to average net assets for Common Stock for the periods presented do not reflect the effect of dividends paid to Preferred Stockholders.
Six Months | Year Ended December 31, | |||||||||||||||||
Ended | ||||||||||||||||||
June 30, 2003 | 2002 | 2001 | 2000 | 1999 | 1998 | |||||||||||||
Per Share Operating Performance: | ||||||||||||||||||
Net Asset Value, | ||||||||||||||||||
Beginning of Period | $ | 15.72 | $ | 21.69 | $ | 25.87 | $ | 32.82 | $ | 34.13 | $ | 32.06 | ||||||
Net investment income | 0.09 | 0.25 | 0.32 | 0.35 | 0.48 | 0.54 | ||||||||||||
Net realized and unrealized | ||||||||||||||||||
investment gain (loss) | 1.35 | (5.95 | ) | (3.02 | ) | (3.25 | ) | 2.90 | 7.01 | |||||||||
Net realized and unrealized loss | ||||||||||||||||||
from foreign currency transactions | | | | | | (0.01 | ) | |||||||||||
Increase (Decrease) from | ||||||||||||||||||
Investment Operations | 1.44 | (5.70 | ) | (2.70 | ) | (2.90 | ) | 3.38 | 7.54 | |||||||||
Dividends paid on Preferred Stock | (0.01 | ) | (0.01 | ) | (0.01 | ) | (0.02 | ) | (0.02 | ) | (0.02 | ) | ||||||
Dividends paid on Common Stock | (0.09 | ) | (0.26 | ) | (0.28 | ) | (0.33 | ) | (0.48 | ) | (0.52 | ) | ||||||
Distributions from net gain realized | | | (1.11 | ) | (3.30 | ) | (3.79 | ) | (4.28 | ) | ||||||||
Issuance of Common Stock | ||||||||||||||||||
in gain distributions | | | (0.08 | ) | (0.40 | ) | (0.40 | ) | (0.65 | ) | ||||||||
Net Increase (Decrease) | ||||||||||||||||||
in Net Asset Value | 1.34 | (5.97 | ) | (4.18 | ) | (6.95 | ) | (1.31 | ) | 2.07 | ||||||||
Net Asset Value, | ||||||||||||||||||
End of Period | $ | 17.06 | $ | 15.72 | $ | 21.69 | $ | 25.87 | $ | 32.82 | $ | 34.13 | ||||||
Adjusted Net Asset Value, | ||||||||||||||||||
End of Period* | $ | 17.02 | $ | 15.69 | $ | 21.65 | $ | 25.82 | $ | 32.75 | $ | 34.06 | ||||||
Market Value, End of Period | $ | 14.78 | $ | 13.25 | $ | 18.75 | $ | 21.1875 | $ | 27.875 | $ | 28.50 | ||||||
See footnotes on page 18. |
17
Tri-Continental Corporation
Financial Highlights (unaudited)
Six Months | Year Ended December 31, | ||||||||||||||||
Ended | |||||||||||||||||
June 30, 2003 | 2002 | 2001 | 2000 | 1999 | 1998 | ||||||||||||
Total Investment Return: | |||||||||||||||||
Based upon market value | 12.29 | % | (28.18 | )% | (5.22 | )% | (11.56 | )% | 12.57 | % | 26.19 | % | |||||
Based upon net asset value | 9.25 | % | (26.35 | )% | (10.20 | )% | (8.29 | )% | 10.67 | % | 25.80 | % | |||||
Ratios/Supplemental Data: | |||||||||||||||||
Expenses to average net | |||||||||||||||||
investment assets | 0.70 | % | 0.67 | % | 0.59 | % | 0.54 | % | 0.56 | % | 0.58 | % | |||||
Expenses to average net assets for | |||||||||||||||||
Common Stock | 0.71 | % | 0.68 | % | 0.60 | % | 0.54 | % | 0.56 | % | 0.58 | % | |||||
Net investment income to | |||||||||||||||||
average net investment assets | 1.08 | % | 1.29 | % | 1.36 | % | 1.10 | % | 1.36 | % | 1.59 | % | |||||
Net investment income to average | |||||||||||||||||
net assets for Common Stock | 1.10 | % | 1.31 | % | 1.37 | % | 1.11 | % | 1.38 | % | 1.60 | % | |||||
Portfolio turnover rate | 58.19 | % | 152.79 | % | 124.34 | % | 54.13 | % | 42.83 | % | 63.39 | % | |||||
Net Investment Assets, | |||||||||||||||||
End of Period (000s omitted): | |||||||||||||||||
For Common Stock | $ | 2,062,872 | $1,958,295 | $ | 2,873,655 | $ | 3,458,009 | $ | 4,109,863 | $ | 4,002,516 | ||||||
For Preferred Stock | 37,637 | 37,637 | 37,637 | 37,637 | 37,637 | 37,637 | |||||||||||
Total Net Investment Assets | $ | 2,100,509 | $1,995,932 | $ | 2,911,292 | $ | 3,495,646 | $ | 4,147,500 | $ | 4,040,153 | ||||||
* Assumes the exercise of outstanding warrants. | |||||||||||||||||
See Notes to Financial Statements. |
18
Tri-Continental Corporation
Proxy Results
Tri-Continental Corporation Stockholders voted on the following proposals at the Annual Meeting of Stockholders on May 15, 2003, in Houston, TX. The description of each proposal and the voting results are stated below. Each nominee for Director was elected and the selection of Deloitte & Touche LLP as auditors for 2003 was ratified.
For | Withheld | |||||
Election of Directors: | ||||||
Robert B. Catell | 95,357,921.454 | 3,967,940.990 | ||||
John R. Galvin | 95,207,031.167 | 4,118,831.277 | ||||
William C. Morris | 95,131,238.246 | 4,194,624.198 | ||||
Robert L. Shafer | 95,201,302.630 | 4,124,559.814 | ||||
For | Against | Abstain | ||||
Ratification of Deloitte & | ||||||
Touche LLP as auditors | 96,304,835.629 | 1,710,481.974 | 1,312,498.841 |
19
Tri-Continental Corporation
Board of Directors | |
Robert B. Catell (3,4) | William C. Morris (1) |
Chairman and Chief Executive Officer, | Chairman of the Board, |
KeySpan Corporation | J. & W. Seligman & Co. Incorporated |
Chairman, Carbo Ceramics Inc. | |
John R. Galvin (2,4) | |
Dean Emeritus, Fletcher School of Law and | Leroy C. Richie (2,4) |
Diplomacy at Tufts University | Chairman and CEO, Q Standards |
Worldwide, Inc. | |
Paul C. Guidone (1) | Director, Kerr-McGee Corporation |
Chief Investment Officer, | |
J. & W. Seligman & Co. Incorporated | Robert L. Shafer (3,4) |
Retired Vice President, Pfizer Inc. | |
Alice S. Ilchman (3,4) | |
President Emerita, Sarah Lawrence College | James N. Whitson (2,4) |
Trustee, Committee for Economic | Director, C-SPAN |
Development | Director, CommScope, Inc. |
Frank A. McPherson (3,4) | Brian T. Zino (1) |
Director, ConocoPhillips | President, J. & W. Seligman & Co. Incorporated |
Director, Integris Health | Chairman, Seligman Data Corp. |
Chairman, ICI Mutual Insurance Company | |
John E. Merow (2,4) | Member of the Board of Governors, |
Director, Commonwealth Industries, Inc. | Investment Company Institute |
Trustee, New York-Presbyterian Hospital | |
Retired Chairman and Senior Partner, | |
Sullivan & Cromwell LLP | |
Member: (1) Executive Committee | |
Betsy S. Michel (2,4) | (2) Audit Committee |
Trustee, The Geraldine R. Dodge Foundation | (3) Director Nominating Committee |
(4) Board Operations Committee |
20
Tri-Continental Corporation
Executive Officers
William C. Morris | Charles W. Kadlec |
Chairman | Vice President |
Brian T. Zino | Thomas G. Rose |
President and Chief Executive Officer | Vice President |
Ben-Ami Gradwohl | Lawrence P. Vogel |
Vice President | Vice President and Treasurer |
David Guy | Frank J. Nasta |
Vice President | Secretary |
For More Information
Manager | Important Telephone Numbers | |
J. & W. Seligman & Co. Incorporated | (800) TRI-1092 | Stockholder Services |
100 Park Avenue | ||
New York, NY 10017 | (800) 445-1777 | Retirement Plan Services |
Stockholder Service Agent | (212) 682-7600 | Outside the United States |
Seligman Data Corp. | ||
100 Park Avenue | (800) 622-4597 | 24-Hour Automated |
New York, NY 10017 | Telephone Access Service |
www.tri-continental.com
21
Tri-Continental Corporation
Managed by
J. & W. SELIGMAN & CO.
INCORPORATED
Investment Managers and Advisors
ESTABLISHED 1864
100 Park Avenue, New York, NY 10017
This report is intended only for the information of Stockholders or those who have received the current prospectus covering shares of Common Stock of Tri-Continental Corporation, which contains information about management fees and other costs.
www.tri-continental.com
CETRI3 6/03
ITEM 2. CODE OF ETHICS.
Not
applicable.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not
applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not
applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
Not
applicable.
ITEM 6. [RESERVED]
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not
applicable.
ITEM 8. [RESERVED]
ITEM 9. CONTROLS AND PROCEDURES.
(a) | The registrants principal executive officer and principal financial officer have concluded, based upon their evaluation of the registrants disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures provide reasonable assurance that material information required to be disclosed by the registrant in the report it files or submission Form N-CSR is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms and that such material information is accumulated and communicated to the registrants management, including its principal executive officer and principal financial officer, as appropriate, in order to allow timely decisions regarding required disclosure. | |
(b) | The registrants principal executive officer and principal financial officer are aware of no changes in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting. |
ITEM 10. EXHIBITS. | ||
(a)(1) | Not applicable. | |
(a)(2) | Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(a) under the Investment Company Act of 1940. | |
(b) | Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(b) under the Investment Company Act of 1940. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TRI-CONTINENTAL CORPORATION
By: | /S/ BRIAN T. ZINO Brian T. Zino President and Chief Executive Officer |
Date: | August 22, 2003 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
By: | /S/ BRIAN T. ZINO Brian T. Zino President and Chief Executive Officer | |
Date: | August 22, 2003 | |
By: | /S/ LAWRENCE P. VOGEL Lawrence P. Vogel Vice President, Treasurer and Chief Financial Officer | |
Date: | August 22, 2003 |
TRI-CONTINENTAL CORPORATION
EXHIBIT INDEX
(a) (2) | Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(a) under the Investment Company Act of 1940. | ||
(b) | Certification of chief executive officer and chief financial officer as required by Rule 30a-2(b) of the Investment Company Act of 1940. |