J. & W. Seligman & Co.
Incorporated
December 14, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549
Re: Seligman New Technologies Fund II, Inc.
File No. 811-09849
Dear Ladies and Gentlemen:
On behalf of Seligman New Technologies Fund II, Inc. (the "Fund"),
transmitted herewith for filing with the Securities and Exchange Commission
pursuant to Rule 23c-3(b) of the Investment Company Act of 1940, as amended, is
the repurchase offer notification of the Fund, copies of which were sent to
shareholders of the Fund on December 13, 2000, together with the Fund's
Notification of Repurchase Offer on Form N-23C-3.
Please direct any communication related to this filing to the undersigned
at (212) 850-1613.
Very truly yours,
/s/ Brian D. Simon
Brian D. Simon
Vice President
Law & Regulation
100 Park Avenue o New York, New York 10017 o (212) 850-1864
<PAGE>
FORM N-23C-3
NOTIFICATION OF REPURCHASE OFFER
Pursuant to Rule 23C-3
1. Investment Company Act File Number: Date of Notification:
811-09849 December 6, 2000
2. Exact name of investment company as specified in registration statement:
SELIGMAN NEW TECHNOLOGIES FUND II, INC.
3. Address of principal executive office (number, street, city, state,
zip code):
100 PARK AVENUE
NEW YORK, NEW YORK 10017
4. Check one of the following:
A. [X] The notification pertains to a periodic repurchase offer under
paragraph (b) of Rule 23c-3.
B. [ ] The notification pertains to a discretionary repurchase offer
under paragraph (c) of Rule 23c-3.
C. [ ] The notification pertains to a periodic repurchase offer under
paragraph (b) of Rule 23c-3 and a discretionary repurchase offer under
paragraph (c) of Rule 23c-3.
By:/s/ Brian T. Zino
Brian T. Zino
President
<PAGE>
SELIGMAN DATA CORP.
SERVICE AGENT FOR THE SELIGMAN GROUP OF FUNDS
AND TRI-CONTINENTAL CORPORATION
If you do not want to sell shares at this time, please disregard this notice.
This is simply notification of the scheduled quarterly repurchase offer.
December 6, 2000
Dear Seligman New Technologies Fund II Shareholder:
We are writing to inform you of important dates related to Seligman New
Technologies Fund II's quarterly repurchase offer. If you are not interested in
selling your shares at this time, please disregard this notice and take no
action.
The repurchase offer period will begin on December 6, 2000, and end on January
12, 2001. The purpose of this repurchase offer is to provide liquidity to
shareholders. Fund shares can be redeemed by repurchase offer only during one of
the Fund's scheduled quarterly repurchase offers.
All repurchase requests must be made by your financial advisor. Should you wish
to sell any of your shares during this repurchase offer period, please contact
your financial advisor no later than January 12, 2001. If you do not wish to
sell shares, simply disregard this notice. We will contact you again next
quarter to remind you of your redemption privilege.
All repurchase requests must be submitted in good order to your financial
advisor in time for the orders to be received at the Fund on January 12, 2001.
If you have any questions, please refer to the attached Repurchase Offer
document, which contains additional important information about the repurchase
offer, or call your financial advisor.
Sincerely,
/s/Seligman Data Corp.
Seligman Data Corp.
100 PARK AVENUE NEW YORK, NEW YORK 10017
<PAGE>
SELIGMAN DATA CORP.
SERVICE AGENT FOR THE SELIGMAN GROUP OF FUNDS
AND TRI-CONTINENTAL CORPORATION
If you do not want to sell shares at this time, please disregard this notice.
This is simply notification of the scheduled quarterly repurchase offer.
December 6, 2000
Dear Seligman New Technologies Fund II Shareholder:
We are writing to inform you of important dates related to Seligman New
Technologies II Fund's quarterly repurchase offer. If you are not interested in
selling your shares at this time, please disregard this notice and take no
action.
The repurchase offer period will begin on December 6, 2000 and end on January
12, 2001. The purpose of this repurchase offer is to provide liquidity to
shareholders. Fund shares can be redeemed by repurchase offer only during one of
the Fund's scheduled quarterly repurchase offers.
Should you wish to sell any of your shares during this repurchase offer period,
please complete the attached Employee Repurchase Request Form and Seligman
Distribution Request Form for IRA's, if applicable, and return the form(s) to
Seligman Data Corp. so that the form(s) is received by SDC no later than 4:00
p.m. January 12, 2001. If you do not wish to sell shares, simply disregard this
notice. We will contact you again next quarter to remind you of your redemption
privilege.
All repurchase requests must be received by Seligman Data Corp. in good order by
January 12, 2001. Forms can be dropped off at the SDC Delivery Window on the
second floor or mailed in the attached envelope.
If you have any questions, please refer to the attached Repurchase Offer
document, which contains additional important information about the repurchase
offer.
Sincerely,
/s/Seligman Data Corp.
Seligman Data Corp.
100 PARK AVENUE NEW YORK, NEW YORK 10017
<PAGE>
S E L I G M A N
NEW TECHNOLOGIES FUND II, INC.
Repurchase Offer
December 6, 2000
Seligman New Technologies Fund II, Inc. (the "Fund") is offering to repurchase
up to five percent (5%) of its shares. The offer is made upon the terms and
conditions stated in the notification letter, this repurchase offer and the
Fund's prospectus and statement of additional information ("SAI"). If you tender
any of your shares in response to this offer, your tender will be subject to the
same terms and conditions.
1. The Offer. The Fund is offering to repurchase for cash up to 5% (the
"Repurchase Offer Amount") of its issued and outstanding shares at a price equal
to the net asset value ("NAV") per share as of the close of regular trading on
the New York Stock Exchange ("NYSE") on the Repurchase Pricing Date (defined
below). The purpose of this offer is to provide a degree of liquidity to
shareholders because no secondary market exists for the shares. This offer is
not conditioned on the tender of any minimum number of shares.
2. Repurchase Request Deadline. The Fund must receive all tenders of shares in
proper form on or before 4:00 p.m., Eastern time, on Friday, January 12, 2001.
This date is the "Repurchase Request Deadline." You should notify your financial
advisor in sufficient time to ensure that the Fund receives your tender in
proper form by the Repurchase Request Deadline. Tenders may only be submitted to
your financial advisor. Your financial advisor will then tender your shares to
the Fund on your behalf.
3. Repurchase Pricing Date. The NAV used for the repurchase will be determined
no later than January 26, 2001. The Fund anticipates, however, that the NAV used
for the repurchase will be the NAV as of the close of regular trading on the
NYSE on the Repurchase Request Deadline. The date of the NAV used for the
repurchase is the "Repurchase Pricing Date."
4. Payment for Shares Repurchased. The Fund will make payment for repurchased
shares within seven days after the Repurchase Pricing Date, although it expects
to make payment sooner. You will not be charged any repurchase fee by the Fund.
<PAGE>
5. Net Asset Value. The NAV of the Fund on December 1, 2000 was $17.67 per
share. You must decide whether to tender any or all of your shares before the
Repurchase Request Deadline, but the NAV at which the Fund will repurchase
shares will not be calculated until the Repurchase Pricing Date, which will be
on or after the Repurchase Request Deadline. The NAV of the shares may fluctuate
between the date of your repurchase request or the Repurchase Request Deadline
and the Repurchase Pricing Date. The NAV on the Repurchase Pricing Date may be
lower than the NAV on the date of your repurchase request or the Repurchase
Request Deadline. You may call Seligman Data Corp.'s 24-hour Telephone Access
Service at 1-800-622-4597 for current price information. Simply press "1" for
fund NAVs, and enter fund code 058 for the Fund's NAV information. This
information is also available on the Internet site of J. &. W. Seligman & Co.
Incorporated, the Fund's investment manager (the "Investment Manager"), at
http://www.seligman.com. The Fund's shares are not traded on any organized
market or exchange.
6. Increase in Number of Shares Repurchased; Pro Rata Repurchase. If
shareholders tender more shares for repurchase than the Repurchase Offer Amount,
the Fund may (but is not obligated to) repurchase up to an additional two
percent (2%) of the issued and outstanding shares. If the Fund determines not to
repurchase the additional 2%, or if shareholders tender shares in excess of the
Repurchase Offer Amount plus the 2%, the Fund will repurchase shares pro rata,
based on the number of shares tendered by each shareholder. If any shares that
you wish to have repur-chased by the Fund are not repurchased because of
proration, you will have to wait until the next quarterly repurchase offer to
tender your unpurchased shares, and your subsequent repur-chase request will not
be given any priority over other shareholders' requests. In anticipation of the
possibility of proration, some shareholders may tender more shares than they
wish to have repurchased, thereby increasing the likelihood of proration. There
can be no assurance that the Fund will be able to repurchase all shares that you
have tendered, even if you tender all shares held in your account.
7. Withdrawal or Modification of Request for Repurchase. You may withdraw or
modify your tender prior to the Repurchase Request Deadline by contacting your
financial advisor. You should notify your financial advisor in sufficient time
to ensure that he or she does not tender your shares, if you have decided to
withdraw your tender, or submits your final tender to the Fund, if you have
decided to modify your tender, on the Repurchase Request Deadline. Once the
Repurchase Request Deadline has passed, you will not be able to withdraw or
modify your tender.
8. Suspension or Postponement of Repurchase Offer. The Fund may suspend or
postpone this offer only under limited circumstances and only by vote of a
majority of the Board of Directors,
<PAGE>
including a majority of the independent Directors. These circumstances are
limited to the following: (A) if the repurchase of shares would cause the Fund
to lose its status as a regulated investment company under Subchapter M of the
Internal Revenue Code; (B) for any period during which the New York Stock
Exchange or any other market in which the securities owned by the Fund are
principally traded is closed, other than customary weekend and holiday closings,
or during which trading in such market is restricted; (C) for any period during
which an emergency exists as a result of which it is not reasonably practicable
for the Fund to dispose of securities it owns or to determine the Fund's NAV;
and (D) for any other periods that the Securities and Exchange Commission
permits by order for the protection of shareholders. You will be notified if the
Fund suspends or postpones this offer. If the Fund renews this offer after a
suspension or postponement, you will be sent a new notification.
9. Tax Consequences. You should review the tax information in the Fund's
prospectus and SAI and consult your tax advisor regarding the specific tax
consequences, including state and local tax consequences, of participating in
the repurchase. Generally, any repurchase of shares by the Fund should be
treated as a taxable event, and any gain or loss recognized should be treated as
a capital gain or loss by shareholders who held their shares for longer than one
year.
10. Documents in Proper Form. All questions as to validity, form, eligibility
(including time of receipt) and acceptance of tenders of shares will be
determined by the Fund in its sole discretion. The Fund's determination shall be
final and binding. The Fund reserves the absolute right to reject any or all
tenders of shares (even if such tenders are determined to be in good form) and
to refuse to accept for payment, purchase or pay for any shares if, in the
opinion of the Fund's counsel, accepting, purchasing or paying for such shares
would be unlawful. The Fund also reserves the absolute right to waive any of the
conditions of this offer or any defect in any tender of shares whether
generally or with respect to any particular shares or shareholders. The Fund's
interpretations of the terms and conditions of this offer shall be final and
binding. Unless waived, any defects or irregularities in connection with tenders
of shares must be corrected with-in such times as the Fund shall determine.
Tenders of shares will not be deemed to have been made until the defects or
irregularities have been corrected or waived.
<PAGE>
None of the Fund, the Investment Manager, Seligman Advisors, Inc., the Fund's
general distributor (the "Distributor"), or any other person is or will be
obligated to give notice of any defects or irregularities in tenders, nor shall
any of them incur any liability for failure to give any such notice.
None of the Fund, the Investment Manager, or the Distributor is or will be
obligated to insure that your financial advisor submits your tender of shares to
the Fund on your behalf.
Neither the Fund nor its Board of Directors makes any recommendation to any
shareholder as to whether to tender or refrain from tendering shares. Each
shareholder must make an independent decision whether to tender shares and, if
so, how many shares to tender.
No person has been authorized to make any recommendation on behalf of the Fund
as to whether shareholders should tender shares pursuant to this offer. No
person has been authorized to give any information or to make any
representations in connection with this offer other than those contained herein
or in the Fund's prospectus or SAI. If given or made, such recommendation and
such information and representation may not be relied upon as having been
authorized by the Fund.
For additional information about this offer, or for any information regarding
your account, contact your financial advisor.
<PAGE>
[GRAPHIC OMITTED] ----------------------------------------------------------
This form must be received by January 12, 2001 if you want
to sell shares of Seligman New Technologies Fund II, Inc.
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EMPLOYEE REPURCHASE REQUEST FORM
Return to: Seligman Data Corp.
Transaction Processing Unit
100 Park Avenue, 2nd Flr
New York, NY 10017
Please repurchase the shares designated below at a price equal to their net
asset value per share (NAV) on the Repurchase Pricing Date. I understand that
the Seligman New Technologies Fund II, Inc. (the "Fund") offers a limited degree
of liquidity to its shareholders and that quarterly repurchases are limited to
5% of the Fund's outstanding shares and, therefore, the Fund may not repurchase
the full amount I am requesting. I further understand that if the fund is not
able to repurchase the full amount requested, I must wait until the next
quarterly repurchase offer to tender unpurchased shares, and that this
subsequent repurchase request will have no priority over other repurchase
requests received during that repurchase period.
Seligman New Technologies Fund II
Name(s) of Registered Shareholder(s):
(please fill in EXACTLY as registered)-----------------------------------------
-----------------------------------------
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Account Number:
------------------------------------------
Daytime Telephone:
------------------------------------------
Shares Tendered: (Please check one)
____ Partial Tender - Please tender _________ shares from my account.
____ Full Tender - Please tender all shares from my account.
____ Dollar Amount - Please tender enough shares to net $ _____________.
Payment and Delivery Instructions:
The check will be issued in the name(s) of the registered shareholder(s) and
mailed to the address of record. If alternate payment and delivery is required,
please provide instructions here.
Alternate Instructions:
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PLEASE SIGN BELOW AND NOTE THE FOLLOWING IMPORTANT POINTS:
-- Your Signature(s) below MUST CORRESPOND EXACTLY with the name(s) in which the
shares are registered.
-- If the shares are held of record by two or more joint holders, All Must Sign.
-- If the shares are held in an IRA account, the enclosed Seligman IRA
Distribution Form must be completed and submitted with this repurchase form.
-- If the signer of this Employee Repurchase Request form is a trustee,
executor, administrator, guardian, attorney in fact, officers of corporations or
others acting in a fiduciary or representative capacity, they must so indicate
when signing, and submit proper evidence satisfactory to the Fund of their
authority to so act.
ALL SIGNATURES MUST BE GUARANTEED UNLESS ALL OF THE FOLLOWING CONDITIONS APPLY:
--This Employee Repurchase Form is signed by the registered holder(s) of the
shares, and
--There is no change of registration of any remaining shares, and
--The payment of the repurchase proceeds are to be sent to the registered owner
of the shares at the address shown in the share registration, and
--The repurchase proceeds will be less than or equal to $50,000.
IN ALL OTHER CASES, ALL SIGNATURES MUST BE GUARANTEED by a member firm of a
regional or national securities exchange or of the National Association of
Securities Dealers, Inc.; a commercial bank or trust company having an office,
branch, or agency in the United States; or other Eligible Guarantor Institution
as defined in Rule 17 Ad-15(a)(2) under the Securities Exchange Act of 1934.
Signature(s) of owner(s) as registered:
---------------------------------------
---------------------------------------
---------------------------------------
Date:
-------------------------------
Signature Guaranteed by:
If you have any questions regarding this Employee Repurchase Request form,
please call 1-800-221-2450 between 8:30 am and 6:00 pm.
<PAGE>
THE SELIGMAN IRA
Distribution Form Seligman
Complete this form if you are requesting a distribution from a Seligman
Traditional IRA, SEP-IRA, SARSEP-IRA, Rollover IRA, or Roth IRA. Return the
completed form to Retirement Plan Services, c/o Seligman Data Corp., 100 Park
Avenue, New York, NY 10017. Contact Retirement Plan Services at 800-445-1777 if
you have any questions.
1. Shareholder Information (please print)
Name ______________________________ Social Security # _________________________
Date of Birth _________________ Daytime Phone ________________________________
Account # ____________________________ Fund Name(s)____________________________
2. Reason for Distribution (choose one only)
( )Normal Distribution. I am age 59 1 /2 or older; my distribution will be
penalty-free. Note: If this is a distribution from a Roth IRA that has been held
for fewer than five years, you may be subject to income taxes, even if you are
over age 59 1 /2 .
( )Required Minimum Distribution. I am age 70 1 /2 or older. (If you established
your Seligman IRA this year, please provide the previous year-end (12/31)
balance to ensure proper calculation: $______________________.) Note: Required
Minimum Distributions do not apply to Roth IRAs.
( )Premature Distribution. I am under age 59 1 /2 . I understand that my
distribution may be subject to a 10% penalty imposed by the IRS in addition to
ordinary income taxes. oPremature Distribution (with exception). I am under age
59 1 /2 . If these distributions represent a series of substantially equal
periodic payments, I understand that if I modify the payment plan (other than by
reason of my death or disability) before the later of five years or my
attainment of age 59 1 /2 , my distribution may be subject to a 10% penalty
imposed by the IRS in addition to ordinary income taxes.
( ) Disability Distribution. I certify that I am disabled within the meaning
of IRC Section 72(m)(7).
( )Death Distribution. Contact Retirement Plan Services at 800-445-1777 for
instructions.
3. Method of Distribution (choose one only)
( )A lump sum distribution, closing the IRA.
( )A partial distribution of $ _________________________, or number of shares
__________________________.
( )Systematic withdrawals based upon (choose one only):
___ Individual Life Expectancy (Seligman will calculate your Required Minimum
Distribution for you and recalculate annually unless otherwise instructed.
Required Minimum Distribution calculations will be made for IRA holders age 70 1
/2 or older only.)
___ Joint life expectancy with designated beneficiary. Designated beneficiary
date of birth: ___/___/___. (Seligman will calculate your Required Minimum
Distribution for you and recalculate annually unless otherwise instructed.
Required Minimum Distribution calculation will be made for IRA holders age 70 1
/2 or older only.)
___ Fixed, based on dollar amount $ ______________________, or number of shares
____________________. If you wish to have this fixed systematic withdrawal over
a number of years, please specify: ____________ years.
1. Systematic withdrawals are to be paid:
( ) Monthly ( )Quarterly ( )Semi-annually ( )Annually
Beginning the month of ___________________________________.
All systematic withdrawals are processed on the 15th calendar day
of the month or prior business day, unless otherwise specified.
2. For Required Minimum Distributions (RMD): If you elect to take your
first RMD by April 1st in the year after you turn age 70 1 /2 , you
must take the second RMD by December 31 of that same year. If
applicable, systematic withdrawals for the second RMD forward are to be
paid beginning the month of __________________________.
3. Recalculation Options (choose one only):
____ Recalculate Life Expectancy(ies)
____ Do not recalculate Life Expectancy(ies)
<PAGE>
4. Payee Information
( )Payment to be made to me, the Shareholder, using the current name and address
on file, or
( )I wish to credit my distribution, in kind, from the above IRA to Seligman
account # _________________________________________
(Please include the appropriate Account Application if this is a new Seligman
account.)
( )I wish to have the distribution: ___ mailed to the below-named payee or payee
bank ___ transferred via Automated Clearing House (ACH) to the below-named payee
bank. (Attach a voided check.) In the event that the Fund is not liquid enough
to distribute your full distribution amount in cash, please check your preferred
alternative:
( )Do not process
( )Transfer my distribution in-kind to my Seligman account
#_______________________________________ (Please include the appropriate Account
Application if this is a new Seligman account.)
Name of Payee or Payee Bank_____________________________________________________
Bank Account Number (if applicable) ____________________________________________
Street Address__________________________________________________________________
City__________________________ State__________________ Zip____________________
Note: I understand that my bank must be a member of the Automated Clearing House
System (ACH) in order to transfer distributions to my bank via ACH. I authorize
deposits to the bank account entered above. Connection to my account using the
ACH System will be activated approximately 30 days after the application is
received by Seligman. If payee or address is different from the current name and
address on file, the signature must be guaranteed.(See Section 6, below.)
5. Income Tax Withholding Information
I acknowledge that unless my distribution is from a Roth IRA, or I elect to have
no withholding made from my IRA distributions, Seligman Data Corp., on behalf of
the Custodian, will withhold a fixed 10% of the amounts to be paid to me and
will immediately remit the amount withheld to the IRS. I understand that if I
have a foreign address, the 10% tax withholding will automatically apply. I
further understand that I may, with respect to future distributions, revoke or
change my withholding election by submitting written instructions to Seligman
Data Corp. Seligman Data Corp., on behalf of the Custodian, will send any amount
withheld to the IRS as a pre-payment of my tax liability. I am responsible for
paying any additional taxes or penalties.
( )I am taking a qualified distribution from a Seligman Roth IRA that I have
held for at least five years. No taxes apply.
( )I elect not to have any amounts withheld from my IRA distributions.
( )I elect to have ________________% (minimum of 10%) withheld from my IRA
distributions.
6. Signature I hereby elect that the assets held by the Custodian in the above
Individual Retirement Account(s) be paid according to the instructions on this
form. Although these distributions are made in accordance with the law, they are
revocable and another plan may be substituted that is also in accordance with
the law. Additional amounts may be distributed from time to time upon
presentation to Seligman Data Corp. written instructions in good order. I hereby
release Seligman Data Corp. and the Custodian and indemnify them from any and
all claims arising from Seligman Data Corp.'s or the Custodian's actions
hereunder.
________________________________________________ _________/_________/_________
Your Signature (or Beneficiary, if applicable) Date
______________________________
Signature Guarantee (must be guaranteed if payee
is someone other than the account holder)
Signature Guarantee Requirement: In the case of death or any redemption amount
request for more than $50,000 or for a special payee as noted in Section 4,
the signature of the Shareholder/Beneficiary on this form must be guaranteed by
a bank, a trust company, a member of a domestic stock exchange, or any other
eligible guarantor institution. Notarization is not acceptable.
