Tri-Continental Corp. (NYSE: TY) Announces Expiration & Results of In-Kind Tender Offer, & Intention to Conduct Cash Tender O...
12 12월 2008 - 11:03AM
Business Wire
Tri-Continental Corporation (the �Corporation�) (NYSE:TY) today
announced the expiration and results of its in-kind tender offer
for up to 36,308,589 of its shares of common stock, representing
approximately 35% of its issued and outstanding shares (the
�In-Kind Offer�). The In-Kind Offer expired at 5:00 p.m., Eastern
time, on Thursday, December 11, 2008. Approximately 25,633,247
shares of common stock, or approximately 24.4% of the Corporation�s
common stock outstanding, were tendered through the stated
expiration date. All properly tendered shares will be accepted for
payment at a price per share equal to 99.25% of the net asset value
per share of the Corporation�s common stock as of the close of the
regular trading session of the New York Stock Exchange on December
12, 2008. The Corporation made the In-Kind Offer in connection with
a settlement agreement, dated as of August�19, 2008 (the
�Settlement Agreement�), between the Corporation and a stockholder
group (the �Group�), including Western Investment LLC, whereby the
members of the Group agreed to cast their votes at the
Corporation�s special meeting of stockholders (the �Meeting�) held
on October 7, 2008 in accordance with the recommendations of the
Corporation�s Board of Directors. The Board�s recommendations were
that stockholders (i) approve a new investment management services
agreement (the �New Management Agreement�) between the Corporation
and RiverSource Investments, LLC (�RiverSource�), a wholly owned
subsidiary of Ameriprise Financial, Inc. (�Ameriprise�), and (ii)
elect 10 new directors to the Board. Pursuant to the Settlement
Agreement, the Corporation agreed that, if stockholders approved
the New Management Agreement and RiverSource�s acquisition of J.
& W. Seligman & Co. Incorporated (the Corporation�s
investment manager prior to November 7, 2008 (�Seligman�)) was
completed, the Corporation would promptly commence the In-Kind
Offer. At the Meeting, stockholders approved the New Agreement and
elected 10 new directors. On November 7, 2008, RiverSource
completed its acquisition of Seligman. Separate from the In-Kind
Offer, the Corporation also agreed with the Group to commence,
promptly upon completion and settlement of the In-Kind Offer, a
cash tender offer for 12.5% of its then outstanding shares of
common stock (the �Cash Offer�). The purchase price in the Cash
Offer will be 99.25% of the net asset value per share of common
stock at the close of business on the business day following the
expiration of the Cash Offer. The Settlement Agreement provided
that Corporation would not be obligated to commence the Cash Offer
if the volume-weighted average price of the Corporation�s common
stock during the five trading days preceding the expiration of the
In-Kind Offer is 99.25% or more of the average of the common
stock�s daily net asset value per share during that five
trading-day period. Because the volume-weighted average price of
the Corporation�s common stock during that five trading-day period
was less than 99.25% of the average of the common stock�s daily net
asset value per share during such period, the Corporation is
obligated to conduct the Cash Offer and expects to do so in January
2009. An announcement of the commencement of the Cash Offer and the
details of such offer will be made at a later date in connection
with the filing of the Cash Offer materials on Schedule TO with the
Securities and Exchange Commission (�SEC�). Restrictions on the
ability of the Corporation to repurchase its common stock that
applied in connection with the In-Kind Offer will also apply in
connection with the Cash Offer. The rules of the SEC require the
Corporation to suspend repurchases of common stock during the Cash
Offer period, including any extensions thereof, and ten business
days thereafter (the �Suspension Period�). The Corporation cannot
accept, and will not process, any requests to effect a sale of
common stock received from stockholders who hold common stock
through accounts at Seligman Data Corp. (�SDC�), the Corporation�s
stockholder service agent, including any systematic repurchases of
common stock typically processed through the Corporation�s
Automatic Cash Withdrawal Plan (also known as the Systematic
Withdrawal Plan). After the Suspension Period, the Corporation will
re-commence accepting requests to effect sales of common stock from
stockholders who hold common stock through accounts at SDC.
Stockholders who hold common stock through an account at SDC and
wish to sell common stock of the Corporation during the Suspension
Period must transfer the common stock that they wish to sell to a
brokerage account. Stockholders may be charged a fee by the broker
to open an account, as well as account maintenance fees, and
transaction costs or fees (e.g., brokerage commissions) associated
with any sale of common stock through the broker. For information
on transferring common stock to a brokerage account, contact
Georgeson Inc. (the Corporation�s Information Agent) by calling
1-888-219-8293, Monday through Friday between the hours of 9:00
a.m. and 11:00 p.m., Eastern time, or Saturday between the hours of
10:00 a.m. and 4:00 p.m., Eastern time (except holidays). The
In-Kind Offer referred to in this announcement was made only by the
offer to repurchase filed with the SEC. None of the Corporation,
its Board, RiverSource or Ameriprise is making any recommendation
to the Corporation�s stockholders regarding whether to tender
common stock in the Cash Offer. This announcement is not an offer
to purchase or the solicitation of an offer to sell shares of the
Corporation or a prospectus, circular or representation intended
for use in the purchase or sale of Corporation shares, nor shall
there be any sale of these securities in any state or jurisdiction
in which such offer or solicitation or sale would be unlawful prior
to registration or qualification under the laws of such state or
jurisdiction. The Cash Offer referred to in this announcement will
be made only by an offer to purchase. Stockholders of the
Corporation should read the offer to purchase, when available,
carefully, because it will contain important information on the
Corporation and Cash Offer. Stockholders may obtain the offer to
purchase and other filed documents, when available, for free at the
SEC�s website at http://www.sec.gov, the Corporation�s website,
www.tricontinental.com, or from Georgeson Inc. by calling
1-888-219-8293 between the hours of 9:00 a.m. and 11:00 p.m.,
Eastern time, Monday through Friday, or Saturday between the hours
of 10:00 a.m. and 4:00 p.m., Eastern time (except holidays). Net
asset value quotations of the Corporation�s common stock can be
obtained from Georgeson Inc. at the telephone number listed in the
paragraph above. The Corporation is one of the nation�s largest,
diversified, publicly traded closed-end equity investment companies
and has paid dividends for 64 consecutive years. Effective November
7, 2008, the Corporation is managed by RiverSource Investments,
LLC, a wholly owned subsidiary of Ameriprise Financial, Inc. Prior
to then, the Corporation was managed by J. & W. Seligman &
Co. Incorporated. Seligman Advisors, Inc. is the principal
underwriter of the Seligman mutual funds. The net asset value of
shares may not always correspond to the market price of such
shares. Common Stock of many closed-end funds frequently trade at a
discount from their net asset value. The Corporation is subject to
stock market risk, which is the risk that stock prices overall will
decline over short or long periods, adversely affecting the value
of an investment in the Corporation. You should consider the
investment objectives, risks, charges, and expenses of the
Corporation carefully before investing. A prospectus containing
information about the Corporation (including its investment
objectives, risks, charges, expenses, and other information about
the Corporation) may be obtained by contacting your financial
advisor or Seligman Advisors, Inc. at 800-221-2783. The prospectus
should be read carefully before investing in the Corporation. There
is no guarantee that the Corporation�s investment goals/objectives
will be met, and you could lose money. � � NOT FDIC INSURED MAY
LOSE VALUE NO BANK GUARANTEE NOT A DEPOSIT NOT INSURED BY ANY
FEDERAL GOVERNMENT AGENCY
Tri Continental (NYSE:TY)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
Tri Continental (NYSE:TY)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024