Securities Exchange Act of 1934 - Rule 14a-8(i)(3) and 14a-9 Tri-Continental-Laukat

March 15, 2004

Donald R. Crawshaw, Esquire
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004-2498

Re: Tri-Continental Corporation - Intention to Omit Supporting Statement of Mr. Robert P. Laukat

Dear Mr. Crawshaw:

In a letter received on January 21, 2004, you notified the Securities and Exchange Commission of the intent of Tri-Continental Corporation to exclude from its proxy materials for its 2004 annual meeting the supporting statement ("Supporting Statement") to a shareholder proposal submitted by Robert P. Laukat. The proposal states:

RESOLVED: That the shareholders of Tri-Continental Corporation, assembled in Annual Meeting in person and by proxy, hereby request the Board of Directors to take the necessary steps to provide for cumulative voting in the election of directors, which means each shareholder shall be entitled to as many votes as shall equal the number of shares he or she owns multiplied by the number of directors to be elected, and he or she may cast all of such votes for a single candidate or any two or more candidates as he or she may see fit.

We note that you do not seek to exclude the proposal from Tri-Continental's proxy materials. Rather, you requested our assurances that we would not recommend enforcement action if Tri-Continental omits the Supporting Statement in its entirety or, if we disagree that the entire Supporting Statement may be excluded under Rule 14a-8(i)(3) under the Securities Exchange Act of 1934, that certain portions may be excluded pursuant to that rule.¹ You assert that the Supporting Statement includes specific statements that are false and misleading or are otherwise vague, indefinite or incomprehensible.

We are unable to concur with your view that Tri-Continental may omit the entire Supporting Statement under Rule 14a-8(i)(3). Further, although there may be some basis for your belief that portions of the Supporting Statement may violate Rule 14a-9, we believe that Mr. Laukat may cure the potential violations by amending his Supporting Statement. In our view, he should:

• Replace the word "many" at the beginning of the first sentence of the first paragraph with the word "some."

• Modify the second sentence of the third paragraph to identify the year(s) in which Tri-Continental's total costs exceeded $21,000,000;

• Delete the third sentence of the third paragraph in so far as it compares Tri-Continental to the Vanguard Windsor Fund or explain that the two funds have similarities in terms of their investment objectives but that there are material differences between the two, including the fact that the Vanguard Windsor Fund is an open-end fund while Tri-Continental is a closed-end fund;

• Recast the first, third and fourth sentences of the last paragraph as his opinion; and

• Clarify what the term "truly independent" means in the third sentence of the last paragraph.

Accordingly, unless Mr. Laukat provides Tri-Continental with a supporting statement revised to reflect these concerns within seven calendar days after receiving this letter, we will not recommend enforcement action to the Commission if Tri-Continental omits only these portions of the Supporting Statement from its proxy materials in reliance on Rule 14a-8(i)(3).²

Attached is a description of the informal procedures the Division follows in responding to shareholder proposals. If you have any questions or comments concerning this matter, please call me at (202) 942-0653.

Sincerely,

Christian T. Sandoe
Senior Counsel
Office of Disclosure and Review

cc: Robert P. Laukat

Endnotes

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¹ Rule 14a-8(i)(3) permits a company to exclude a proposal that violates any of the Commission's proxy rules, including Rule 14a-9 under the Exchange Act, which prohibits materially false and misleading statements in proxy soliciting materials.

² On February 13, 2004, we received an undated letter from Mr. Laukat offering to revise the Supporting Statement and attaching a proposed revision. Since Tri-Continental has specifically declined to accept or acknowledge the revised Supporting Statement, we are compelled under Rule 14a-8 to address the original Supporting Statement. We note that the revised Supporting Statement for the very most part either deleted the statements we deemed objectionable or otherwise modified those statements in a manner consistent with this letter.

Incoming Letter:

The incoming letter available as a PDF file.

http://www.sec.gov/divisions/investment/noaction/laukat03152004.htm