TRI CONTINENTAL CORP, DEF 14A, 2000-04-20

TRI CONTINENTAL CORP
DEF 14A, 2000-04-20

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12

Tri-Continental Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

Not Applicable
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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N/A
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

N/A
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N/A
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(4) Proposed maximum aggregate value of transaction:

N/A
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(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

<PAGE>

TRI-CONTINENTAL CORPORATION
100 Park Avenue, New York, New York 10017

New York City Telephone (212) 850-1864
Toll-Free Telephone (800) 221-2450

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 18, 2000

To the Stockholders:

The 70th Annual Meeting of Stockholders (the "Meeting") of Tri-Continental
Corporation, a Maryland corporation (the "Corporation"), will be held at the
Ritz-Carlton Huntington Hotel, 1401 South Oak Knoll Avenue, Pasadena, California
91106 on May 18, 2000 at 10:00 A.M., for the following purposes:

(1) To elect four Directors;

(2) To Act on a proposal to ratify the selection of Deloitte & Touche LLP
as auditors of the Corporation for 2000; and

(3) To transact such other business as may properly come before the
Meeting or any adjournment thereof;

all as set forth in the Proxy Statement accompanying this Notice.

The minute book of the Corporation will be available at the Meeting for
inspection by Stockholders.

The close of business on March 16, 2000 has been fixed as the record date
for the determination of Stockholders entitled to notice of, and to vote at, the
Meeting or any adjournment thereof.

By order of the Board of Directors,

/s/ Frank J. Nasta
Secretary

Dated: New York, New York, April 19, 2000

----------

YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN

PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD,
DATE AND SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED
FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES.
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION,
WE ASK YOUR COOPERATION IN MAILING YOUR PROXY PROMPTLY.
A PROXY WILL NOT BE REQUIRED FOR ADMISSION TO THE MEETING.

<PAGE>

April 19, 2000

TRI-CONTINENTAL CORPORATION
100 PARK AVENUE, NEW YORK, NEW YORK 10017

PROXY STATEMENT
FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 18, 2000

This Proxy Statement is furnished to you in connection with the
solicitation of Proxies by the Board of Directors of Tri-Continental Corporation
("Tri-Continental" or the "Corporation") to be used at the 70th Annual Meeting
of Stockholders (the "Meeting") to be held in Pasadena, California on May 18,
2000.

If the accompanying form of Proxy is executed properly and returned, shares
represented by it will be voted at the Meeting. If you give instructions, your
shares will be voted in accordance with your instructions. If you give no
instructions and return your signed Proxy, your shares will be voted (i) for the
election of four Directors, (ii) for the ratification of the selection of
auditors, and, (iii) at the discretion of the Proxy holders, on any other matter
that may properly have come before the Meeting or any adjournment. You may
revoke your Proxy or change it by written notice to the Corporation (Attention:
Secretary) or by notice at the Meeting at any time prior to the time it is
voted.

The close of business on March 16, 2000 has been fixed as the record date
for the determination of Stockholders entitled to notice of, and to vote at, the
Meeting or any adjournment thereof. On that date, the Corporation had
outstanding 752,740 shares of $2.50 cumulative preferred stock (the "Preferred
Stock"), each share being entitled to two votes, and 128,529,996 shares of
common stock, par value $0.50 (the "Common Stock"), each share being entitled to
one vote. For all matters to be voted upon, an abstention or broker non-vote
will not be considered a vote cast.

In the event that a quorum is not represented at the Meeting or, even if a
quorum is so represented, in the event that sufficient votes in favor of any
management proposal are not received by May 18, 2000, the persons named as
Proxies may propose and vote for one or more adjournments of the Meeting if a
quorum is not represented or, if a quorum is so represented, only with respect
to such management proposal, with no notice other than an announcement at the
Meeting, and further solicitation may be made. Shares represented by Proxies
indicating a vote against a management proposal will be voted against
adjournment in respect of that proposal.

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<PAGE>

The Corporation's manager is J. & W. Seligman & Co. Incorporated (the
"Manager"). The Corporation's stockholder service agent is Seligman Data Corp.
The address of each of these entities is 100 Park Avenue, New York, NY 10017.
The Corporation will furnish, without charge, a copy of its most recent annual
report and most recent semi-annual report, if any, to any Stockholder upon
request to Seligman Data Corp. at 1-800-221-2450.

It is expected that the Notice of Annual Meeting, Proxy Statement and form
of Proxy will first be mailed to Stockholders on or about April 19, 2000.

A. ELECTION OF DIRECTORS
------------------------
(Proposal 1)

There are twelve Directors presently in office. The Board is currently
divided into three classes, and the members of each class hold office for a term
of three years unless elected in the interim. The term of one class expires in
each year.

At the Meeting this year, four Directors are to be elected. General John R.
Galvin, and Messrs. William C. Morris, James Q. Riordan and Robert L. Shafer,
each of whose term will expire at the 2000 Annual Meeting, have been recommended
by the Director Nominating Committee of the Board of Directors of the
Corporation for election to the class whose term will expire in 2003.

It is the intention of the persons named in the accompanying form of Proxy
to nominate and to vote for the election of General Galvin and Messrs. Morris,
Riordan and Shafer. General Galvin has been a Director of the Corporation since
1995, Mr. Morris has been a Director and Chairman of the Corporation since 1988,
Mr. Riordan has been a Director of the Corporation since 1989 and Mr. Shafer has
been a Director of the Corporation since 1991. All nominees were last elected by
Stockholders at the 1997 Annual Meeting.

Each nominee has agreed to serve if elected. There is no reason to believe
that any of the nominees will become unavailable for election as a Director of
the Corporation, but if that should occur before the Meeting, Proxies will be
voted for the persons the Board of Directors recommends.

Background information regarding General Galvin and Messrs. Morris, Riordan
and Shafer, as well as the other Directors of the Corporation, follows.

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<PAGE>

SECURITIES
BENEFICIALLY
OWNED,
DIRECTLY OR
EXPIRATION INDIRECTLY,
OF TERM IF AS OF
NAME, PERIOD SERVED AS ELECTED AS PRINCIPAL OCCUPATION AND MARCH 16,
A DIRECTOR AND (AGE) A DIRECTOR OTHER INFORMATION 2000
- ---------------------- ---------- ------------------------------ ------------
JOHN R. GALVIN 2003 DEAN, FLETCHER SCHOOL OF LAW 886
1995 TO DATE AND DIPLOMACY AT TUFTS Common
(70) UNIVERSITY, MEDFORD, MA. Shares
DEAN, FLETCHER SCHOOL OF LAW
[PHOTO] AND DIPLOMACY AT TUFTS
UNIVERSITY, MEDFORD, MA.
General Galvin is Director
or Trustee of each of the
Seligman Group of investment
companies.+ He is also
Chairman Emeritus of the
American Council on Germany; a
Governor of the Center for
Creative Leadership; and a
Director of Raytheon Co., the
National Defense University,
and the Institute for Defense
Analyses. He was formerly a
Director of USLIFE
Corporation; Ambassador, U.S.
State Department for
negotiations in Bosnia;
Distinguished Policy Analyst
at Ohio State University; and
Olin Distinguished Professor
of National Security Studies
at the United States Military
Academy. From June 1987 to
June 1992, General Galvin was
the Supreme Allied Commander,
Europe and the
Commander-in-Chief, United
States European Command.

WILLIAM C. MORRIS* 2003 CHAIRMAN, J. & W. SELIGMAN & 107,197
1988 TO DATE CO. INCORPORATED, NEW YORK, Common
(62) NY. Mr. Morris is Chairman and Shares
Chief Executive Officer of
[PHOTO] each of the Seligman Group of
investment companies;+
Chairman of Seligman Advisors,
Inc. and Seligman Services,
Inc.; and a Director of
Seligman Data Corp. He is also
Chairman of Carbo Ceramics
Inc.; and a Director of
Kerr-McGee Corporation.

3
<PAGE>

SECURITIES
BENEFICIALLY
OWNED,
DIRECTLY OR
EXPIRATION INDIRECTLY,
OF TERM IF AS OF
NAME, PERIOD SERVED AS ELECTED AS PRINCIPAL OCCUPATION AND MARCH 16,
A DIRECTOR AND (AGE) A DIRECTOR OTHER INFORMATION 2000
- ---------------------- ---------- ------------------------------ ------------
JAMES Q. RIORDAN 2003 DIRECTOR, VARIOUS ORGANIZA- 203,997
1989 TO DATE TIONS, STUART, FL. Mr. Riordan Common
(72) is a Director or Trustee of Shares
each of the Seligman Group of
[PHOTO] investment companies.+ He is
also a Director or Trustee of
The Houston Exploration
Company, The Brooklyn Museum,
KeySpan Energy Corporation,
and The Committee for Economic
Development. He was formerly
Vice Chairman of Mobil
Corporation; Co-Chairman of
the Policy Council of the Tax
Foundation; a Director and
President of Bekaert
Corporation; and a Director of
Tesoro Petroleum Companies,
Inc., Dow Jones & Company,
Inc. and Public Broadcasting
Service (PBS).

ROBERT L. SHAFER 2003 RETIRED VICE PRESIDENT OF 3,000
1991 TO DATE PFIZER INC., NEW YORK, NY. Common
(67) Mr. Shafer is a Director or Shares
Trustee of each of the
[PHOTO] Seligman Group of investment
companies.+ He was formerly
a Director of USLIFE
Corporation.

4
<PAGE>

OTHER DIRECTORS

The other Directors of the Corporation whose terms will not
expire in 2000 are:

FRANK A. MCPHERSON 2001 RETIRED CHAIRMAN OF THE BOARD 26,533
1995 TO DATE AND CHIEF EXECUTIVE OFFICER OF Common
(66) KERR-MCGEE CORPORATION, Shares
OKLAHOMA CITY, OK. Mr.
McPherson is a Director or
Trustee of each of the
Seligman GROUP OF INVESTMENT
COMPANIES.+ He is also a
Director of Kimberly-Clark
Corporation, Conoco Inc., Bank
of Oklahoma Holding Company,
Baptist Medical Center,
Oklahoma Chapter of the Nature
Conservancy, Oklahoma Medical
Research Foundation, National
Boys and Girls Clubs of
America, and the Oklahoma
Foundation for Excellence in
Education. He was formerly
Chairman of the Oklahoma City
Chamber of Commerce and the
Oklahoma City Public Schools
Foundation; a Director of the
Federal Reserve System's
Kansas City Reserve Bank; and
a Member of The Business
Roundtable.

5
<PAGE>

SECURITIES
BENEFICIALLY
OWNED,
DIRECTLY OR
EXPIRATION INDIRECTLY,
OF TERM IF AS OF
NAME, PERIOD SERVED AS ELECTED AS PRINCIPAL OCCUPATION AND MARCH 16,
A DIRECTOR AND (AGE) A DIRECTOR OTHER INFORMATION 2000
- ---------------------- ---------- ------------------------------ ------------
JOHN E. MEROW 2002 RETIRED CHAIRMAN AND SENIOR 15,000
1991 TO DATE PARTNER, SULLIVAN & CROMWELL, Common
(70) LAW FIRM, NEW YORK, NY. Mr. Shares
Merow is a Director or Trustee
of each of the Seligman Group
of investment companies.+ He
is also a Director of
Commonwealth Industries, Inc.,
the Foreign Policy
Association, the Municipal Art
Society of New York, and the
United States Council for
International Business;
Chairman of New York --
Presbyterian Healthcare
Network, Inc. and a Trustee of
New York -- Presbyterian
Hospital; Vice Chairman of the
United States-New Zealand
Council; and a Member of the
American Law Institute and the
Council on Foreign Relations.

BETSY S. MICHEL 2002 ATTORNEY, GLADSTONE, NJ. 1,722
1985 to Date Ms. Michel is a Director or Common
(57) Trustee of each of the Shares
Seligman Group of investment
companies.+ She is also a
Trustee of The Geraldine R.
Dodge Foundation. She was
formerly a Director of The
National Association of
Independent Schools
(Washington, DC) and Chairman
of the Board of Trustees of
St. Georges School (Newport,
R.I.).

6
<PAGE>

RICHARD R. SCHMALTZ* 2001 DIRECTOR AND MANAGING 3,763
1997 TO DATE DIRECTOR, DIRECTOR OF Common
(59) INVESTMENTS, J. & W. SELIGMAN Shares
& CO. INCORPORATED, NEW YORK,
NY. Mr. Schmaltz is a Director
or Trustee of each of the
Seligman Group of investment
companies,+ with the exception
of Seligman Cash Management
Fund, Inc. He is also a
Trustee Emeritus of Colby
College. He was formerly
Director, Investment Research
at Neuberger & Berman from May
1993 to September 1996 and a
member of the Management
Committee of Seligman
Henderson Co.

7
<PAGE>

BRIAN T. ZINO* 2001 DIRECTOR AND PRESIDENT, 33,150
1993 TO DATE J. & W. SELIGMAN & CO. Common
(47) INCORPORATED, NEW YORK, NY. Shares
Mr. Zino is President of each
of the Seligman Group of
investment companies,+ with
the exception of Seligman
Quality Municipal Fund, Inc.
and Seligman Select Municipal
Fund, Inc. He is also a
Director or Trustee of each of
the Seligman Group of
investment companies; Chairman
of Seligman Data Corp.; and a
Director of Seligman Advisors,
Inc. and Seligman Services,
Inc. He is also a Member of
the Board of Governors of the
Investment Company Institute
and a Director of ICI Mutual
Insurance Company.

* A director who is or would be an "interested person" of the Corporation, as
defined in the Investment Company Act of 1940, as amended (the "1940 Act") is
indicated by an asterisk (*).

+ The Seligman Group of investment companies consists of the Corporation,
Seligman Capital Fund, Inc., Seligman Cash Management Fund, Inc., Seligman
Common Stock Fund, Inc., Seligman Communications and Information Fund, Inc.,
Seligman Frontier Fund, Inc., Seligman Global Fund Series, Inc., Seligman
Growth Fund, Inc., Seligman High Income Fund Series, Seligman Income Fund,
Inc., Seligman Municipal Fund Series, Inc., Seligman Municipal Series Trust,
Seligman New Jersey Municipal Fund, Inc., Seligman New Technologies Fund,
Inc., Seligman New Technologies Fund II, Inc., Seligman Pennsylvania
Municipal Fund Series, Seligman Portfolios, Inc., Seligman Quality Municipal
Fund, Inc., Seligman Select Municipal Fund, Inc., Seligman Time
Horizon/Harvester Series, Inc ., and Seligman Value Fund Series, Inc.

8
<PAGE>

Unless otherwise indicated, Directors have sole voting and investment power
with respect to shares shown. Mr. Morris shares voting and investment power with
respect to 20,895 shares. At March 16, 2000, all Directors and Officers of the
Corporation as a group owned beneficially less than 1% of the Corporation's
Common Stock.

Dr. Ilchman disclaims beneficial ownership of 571 shares in her son's name.
Mr. Morris disclaims beneficial ownership of 42,155 shares in five trusts for
his children and grandchildren. Mr. Zino disclaims beneficial ownership of 1,422
shares registered in his wife's name.

As of January 1, 1999, Mr. Schmaltz bought 1,000 Class B common shares of
the Manager from the Manager, each at a price of $307.53 per share.

The Board of Directors met seven times during 1999. The standing committees
of the Board include the Board Operations Committee, Audit Committee and
Director Nominating Committee. These Committees are comprised solely of
Directors who are not "interested persons" of the Corporation as that term is
defined in the 1940 Act. The duties of these Committees are described below.

BOARD OPERATIONS COMMITTEE. This Committee has authority generally to
direct the operations of the Board, including the nomination of members of other
Board Committees, and the selection of legal counsel for the Corporation. The
Committee met four times in 1999. Members of the Committee are Messrs. Riordan
(Chairman), Galvin, McPherson, Merow, Pitney, Shafer and Whitson, Dr. Ilchman
and Ms. Michel.

AUDIT COMMITTEE. This Committee recommends the independent public
accountants for selection as auditors by the Board and Stockholder approval
annually. In addition, it reviews, with the auditors and such other persons as
it determines, (a) the scope of audit, (b) accounting and financial internal
controls, (c) quality and adequacy of the accounting staff and (d) reports of
the auditors. The Committee comments to the Board when warranted and at least
annually. It is directly available to the auditors and officers of the
Corporation for consultation on audit, accounting and related financial matters.
The Committee met twice in 1999. Members of this Committee are Messrs. Whitson
(Chairman), Galvin, McPherson and Merow and Ms. Michel.

DIRECTOR NOMINATING COMMITTEE. This Committee recommends to the Board
persons to be nominated for election as Directors by the Stockholders and
selects and proposes nominees for election by the Board between Annual Meetings.
The Committee will consider suggestions from

9
<PAGE>

Stockholders submitted in writing to the Secretary of the Corporation. The
Committee met once in 1999. Members of this Committee are Messrs. Pitney
(Chairman), Riordan and Shafer and Dr. Ilchman.

Each Director attended at least 75% of the aggregate number of meetings of
the Board of Directors and of the committees on which he or she serves.

EXECUTIVE OFFICERS OF THE CORPORATION

Information with respect to Executive Officers, other than Messrs. Morris
and Zino, is as follows:

POSITION WITH CORPORATION AND
NAME AGE PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
- --------------------------------------------------------------------------------
CHARLES C. SMITH, JR. 43 VICE PRESIDENT AND PORTFOLIO MANAGER OF THE
CORPORATION since December 1994. Mr. Smith is a
Managing Director of the Manager, a position he
has held since January, 1994. He is Vice President
and Portfolio Manager of Seligman Common Stock
Fund, Inc. and Seligman Income Fund, Inc.; and
Vice President of Seligman Portfolios, Inc. and
Portfolio Manager of its Seligman Common Stock
Portfolio and Seligman Income Portfolio.

CHARLES W. KADLEC 54 VICE PRESIDENT OF THE CORPORATION since May 1996.
Mr. Kadlec is a Managing Director of the Manager
and Chief Investment Strategist of Seligman
Advisors, Inc.

LAWRENCE P. VOGEL 43 VICE PRESIDENT OF THE CORPORATION since January
1992. Mr. Vogel is Senior Vice President, Finance
of the Manager. He is Vice President of the other
investment companies in the Seligman Group. He is
also Senior Vice President, Finance of Seligman
Advisors, Inc. and Seligman Data Corp.; Vice
President and Treasurer of Seligman International,
Inc.; Vice President of Seligman Services, Inc..
He formerly served as Treasurer of Seligman
Henderson Co.

FRANK J. NASTA 35 SECRETARY OF THE CORPORATION since March 1994. Mr.
Nasta is General Counsel, Senior Vice President,
Law and Regulation and Corporate Secretary of the
Manager. He is Secretary of the other investment
companies in the Seligman Group. He is also
Corporate Secretary of Seligman Advisors, Inc.,
Seligman Services, Inc., Seligman International,
Inc., and Seligman Data Corp. He formerly served
as Corporate Secretary of Seligman Henderson Co.

THOMAS G. ROSE 42 TREASURER OF THE CORPORATION since November 1992.
Mr. Rose is Treasurer of the other investment
companies in the Seligman Group. He is also
Treasurer of Seligman Data Corp.

10
<PAGE>

All Officers are elected annually by the Board and serve until their
successors are elected and qualify or their earlier resignation. The address of
each of the foregoing Officers is 100 Park Avenue, New York, New York 10017.

REMUNERATION OF DIRECTORS AND OFFICERS

Directors of the Corporation who are not employees of the Manager or its
affiliates each receive from the Corporation retainer fees of $16,500 per year.
In addition, such Directors are currently paid a total of $3,000 for each day on
which they attend Board and/or Committee meetings, which is shared by the
Corporation and the other Seligman Group investment companies meeting on the
same day. The Directors are also reimbursed for the expenses of attending
meetings. Total Directors' fees paid by the Corporation for the year ended
December 31, 1999 were as follows:

NUMBER OF DIRECTORS CAPACITY IN WHICH REMUNERATION AGGREGATE DIRECT
IN GROUP WAS RECEIVED REMUNERATION
- ------------------ ----------------------------- ---------------
9 Directors and Members of Committees $206,830

Director's attendance, retainer and/or committee fees paid to each Director
during 1999 were as follows:

PENSION OR RETIREMENT
AGGREGATE BENEFITS ACCRUED TOTAL COMPENSATION
COMPENSATION AS PART OF FROM CORPORATION
NAME FROM CORPORATION CORPORATION EXPENSES AND FUND COMPLEX*
- ------------------ ---------------- --------------------- ------------------

John R. Galvin $ 23,620 -0- $82,000
Alice S. Ilchman 22,790 -0- 80,000
Frank A. McPherson 22,790 -0- 78,000
John E. Merow 23,620+ -0- 80,000
Betsy S. Michel 23,620 -0- 82,000
James C. Pitney 21,990+ -0- 74,000
James Q. Riordan 22,790 -0- 80,000
Robert L. Shafer 22,790 -0- 80,000
James N. Whitson 22,820+ -0- 80,000
-----------
$206,830
===========

- ---------------

* There are 20 other investment companies in the Seligman Group.

+ Mr. Merow, who had deferred receiving his fees from the Corporation from 1991
up to 1997, has a balance as of December 31, 1999 of $152,032 in his deferred
plan, including earnings. Mr. Pitney, who had deferred receiving his fees
from the Corporation from 1983 up to 1993, has a balance as of December 31,
1999 of $174,655 in his deferred plan, including earnings. Mr. Whitson has
elected to defer receiving his fees from the Corporation. From 1993 through
December 31, 1999, Mr. Whitson has a balance of $167,223 in his deferred
plan, including earnings.

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<PAGE>

No compensation is paid by the Corporation to Directors or Officers of the
Corporation who are employees of, or consultants to, the Manager.

The affirmative vote of a plurality of the votes cast at the Meeting is
required to approve the election of each of the proposed Directors.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF THE
NOMINEES TO SERVE AS DIRECTOR OF THE CORPORATION.

B. RATIFICATION OF SELECTION OF AUDITORS
----------------------------------------
(Proposal 2)

In accordance with the requirements of the 1940 Act, the Board of Directors
is required to select independent public accountants as auditors of the
Corporation for 2000, subject to ratification or rejection by Stockholders.

The Audit Committee of the Board of Directors has recommended, and the
Board of Directors, including a majority of those members who are not
"interested persons" of the Corporation (as defined in the 1940 Act), has
selected, Deloitte & TOUCHE LLP AS AUDITORS OF THE CORPORATION FOR 2000. THE
FIRM OF DELOITTE & TOUCHE LLP has extensive experience in investment COMPANY
ACCOUNTING AND AUDITING. IT IS EXPECTED THAT A REPRESENTATIVE OF DELOITTE &
TOUCHE LLP will be present at the Meeting and will have the opportunity to make
a statement and respond to questions.

The affirmative vote of a majority of the votes cast at the Meeting is
required to ratify the selection of auditors.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
THE STOCKHOLDERS VOTE FOR THE RATIFICATION OF THE
SELECTION OF DELOITTE & TOUCHE LLP AS AUDITORS
OF THE CORPORATION.

C. OTHER MATTERS
----------------

The Corporation knows of no other matters which are to be brought before
the Meeting. However, if any other matters come before the Meeting, it is
intended that the persons named in the enclosed form of Proxy, or their
substitutes, will vote the Proxy in accordance with their judgment on such
matters. The persons named in the form of Proxy, or their substitutes, will have
discretionary authority to vote on any Stockholder proposal of which the
Corporation first received notice after March 8, 2000. In addition, the
Corporation's by-laws permit the Corporation to

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<PAGE>

exclude from consideration at the Meeting any Stockholder proposal first brought
to the attention of the Corporation after March 21, 2000.

Notice is hereby given that, under the Securities and Exchange Commission's
stockholder proposal rule (Rule 14a-8), any Stockholder proposal that may
properly be included in the Proxy solicitation material for the next Annual
Meeting, now scheduled for May 2001, must be received by the Corporation no
later than December 20, 2000. Timely notice of Stockholder proposals submitted
outside of the Rule 14a-8 process must be received by the Corporation no earlier
than February 16, 2001 and no later than March 19, 2001 to be eligible for
presentation at the May 2001 Annual Meeting.

D. EXPENSES
-----------

The Corporation will bear the cost of soliciting Proxies. In addition to
the use of the mails, Proxies may be solicited personally or via facsimile or
telegraph by Directors, Officers and employees of the Corporation, the Manager,
Seligman Advisors, Inc., Seligman Services, Inc. and Seligman Data Corp., and
the Corporation may reimburse persons holding shares in their names or names of
their nominees for their expenses in sending solicitation material to their
principals. The Corporation has engaged Morrow & Co., Inc., 445 Park Avenue, New
York, N.Y. 10022 to assist in soliciting for a fee of $4,000, plus expenses.

By order of the Board of Directors,

/s/ Frank J. Nasta

Secretary

----------

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. ALL STOCKHOLDERS,
INCLUDING THOSE WHO EXPECT TO ATTEND THE MEETING, ARE URGED TO DATE, FILL IN,
SIGN AND MAIL THE ENCLOSED FORM OF PROXY IN THE ENCLOSED RETURN ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. A PROXY IS NOT REQUIRED FOR
ADMISSION TO THE MEETING.

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<PAGE>

TRI-CONTINENTAL
CORPORATION

NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
AND
PROXY STATEMENT

- ------------------------------------
TIME: MAY 18, 2000
10:00 A.M.
- ------------------------------------

PLACE: RITZ-CARLTON HUNTINGTON HOTEL
1401 SOUTH OAK KNOLL AVENUE
PASADENA, CALIFORNIA 91106

- --------------------------------------------------------------------------------

PLEASE DATE, FILL IN AND SIGN THE ENCLOSED FORM OF PROXY AND MAIL IT IN THE
ENCLOSED RETURN ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
- --------------------------------------------------------------------------------

TRI-CONTINENTAL CORPORATION

MANAGED BY
[SELIGMAN LOGO]

J. & W. SELIGMAN & CO.
INCORPORATED
INVESTMENT MANAGERS AND ADVISORS
ESTABLISHED 1864
100 PARK AVENUE, NEW YORK, NY 10017
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THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR EACH OF THE NOMINEES AND FOR PROPOSALS 2
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<S> <C> <C> <C>
1. ELECTION OF DIRECTORS [_] FOR [_] AGAINST [_] WITHHOLDING AUTHORITY
NOMINEES: John R. Galvin, William C. Morris, James Q. Riordan, all nominees all nominees for individual
and Robert L. Shafer nominees listed

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2. Ratification of the selection of Deloitte & Touche LLP as Auditors [_] FOR [_] AGAINST [_] ABSTAIN

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DATED , 2000
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Signature
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Signature (if jointly held)

PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS PROXY.
ONLY ONE SIGNATURE IS REQUIRED IN CASE OF A JOINT ACCOUNT.
WHEN SIGNING IN A REPRESENTATIVE CAPACITY, PLEASE GIVE
TITLE.

YOUR VOTE IS IMPORTANT. Please complete, sign and return this card as soon as possible.
Mark each vote with an X in the box.
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PROXY TRI-CONTINENTAL CORPORATION PREFERRED
100 Park Avenue, New York, NY 10017

The undersigned, revoking previous proxies, acknowledges receipt of the Notice
of Meeting and Proxy Statement for the Annual Meeting of Stockholders of
TRI-CONTINENTAL CORPORATION to be held May 18, 2000 and appoints JOHN E. MEROW,
WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them) proxies, with power of
substitution to attend the Annual Meeting (and any adjournments thereof) and
vote all shares the undersigned is entitled to vote upon the matters indicated
and on any other business that may properly come before the Meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED. IF NO INSTRUCTIONS ARE GIVEN, YOUR PROXIES WILL VOTE FOR THE
ELECTION OF THE NOMINEES TO THE BOARD OF DIRECTORS AND FOR PROPOSAL 2.

THE SOLICITATION OF THIS PROXY IS MADE ON BEHALF OF THE BOARD OF DIRECTORS

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[_] To vote for all items AS RECOMMENDED BY THE BOARD OF DIRECTORS, mark this
box, sign, date and return this Proxy. (NO ADDITIONAL VOTE IS NECESSARY.)
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YOUR VOTE IS IMPORTANT. COMPLETE, SIGN ON REVERSE SIDE AND RETURN THIS CARD AS
SOON AS POSSIBLE. MARK EACH VOTE WITH AN X IN THE BOX.

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2. Ratification of the selection of Deloitte & Touche LLP as Auditors [_] FOR [_] AGAINST [_] ABSTAIN

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DATED , 2000
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------------------------------------------------------------
Signature
------------------------------------------------------------
Signature (if jointly held)

PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS PROXY.
ONLY ONE SIGNATURE IS REQUIRED IN CASE OF A JOINT ACCOUNT.
WHEN SIGNING IN A REPRESENTATIVE CAPACITY, PLEASE GIVE
TITLE.

YOUR VOTE IS IMPORTANT. Please complete, sign and return this card as soon as possible.
Mark each vote with an X in the box.
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PROXY TRI-CONTINENTAL CORPORATION COMMON
100 Park Avenue, New York, NY 10017

THE SOLICITATION OF THIS PROXY IS MADE ON BEHALF OF THE BOARD OF DIRECTORS

YOUR VOTE IS IMPORTANT. COMPLETE, SIGN ON REVERSE SIDE AND RETURN THIS CARD AS
SOON AS POSSIBLE. MARK EACH VOTE WITH AN X IN THE BOX.