- Amended tender offer statement by Issuer (SC TO-I/A)
2008年12月12日 - 8:02PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 11, 2008.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Amendment No. 2
TRI-CONTINENTAL CORPORATION
(Name of Subject Company
(issuer))
TRI-CONTINENTAL CORPORATION
(Name of Filing Person (offeror))
COMMON STOCK,
$0.50 PAR VALUE PER SHARE
(Title of Class of Securities)
895436103
(CUSIP Number of Class of Securities)
Lawrence P. Vogel
c/o RiverSource Investments LLC
100 Park Avenue
New York, New York 10017
(212) 850-1864
(Name, Address and Telephone Number of Person Authorized to Receive
Notices
and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
Donald R. Crawshaw, Esq.
Sullivan & Cromwell LLP
125
Broad Street
New York, New York 10004
(212) 558-4000
CALCULATION OF FILING FEE
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Transaction Valuation
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Amount of Filing Fee
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$415,007,172 (a)
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$16,309.78 (b)
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(a)
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Estimated for purposes of calculating the amount of the filing fee only. Calculated as the aggregate market value for 36,308,589 Fund Shares that are subject to the offer, based on
the average of the high and low prices on November 10, 2008 of $11.43 as reported on the New York Stock Exchange.
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(b)
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Calculated at $39.30 per $1,000,000 of the Transaction Value, pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended by Fee Advisory #6 for Fiscal Year 2008,
effective December 31, 2007.
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x
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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the form or schedule and the date of its filing.
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Amount Previously Paid: $16,309.78
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Filing Party: Tri-Continental Corporation
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Form or Registration No.: SC TO-I
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Date Filed: 11/12/2008
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¨
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Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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¨
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Check the appropriate boxes to designate any transactions to which this statement relates:
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¨
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third party tender offer subject to Rule 14d-1
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x
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issuer tender offer subject to Rule 13e-4
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¨
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going-private transaction subject to Rule 13e-3
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¨
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amendment to Schedule 13D under Rule 13d-2
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Check the following box if the
filing is a final amendment reporting the results of the tender offer.
¨
Introductory Statement
This Amendment No. 2 to the Issuer Tender Offer Statement on Schedule TO relates to an offer by Tri-Continental Corporation, a Maryland corporation (the Fund), to repurchase up to 36,308,589 (approximately
35%) of its issued and outstanding shares of common stock, par value $0.50 per share (the Fund Shares) in exchange for a
pro rata
portion of the Funds portfolio securities as of the Repurchase Pricing Date (as defined in the
Offer to Repurchase, dated November 12, 2008 (the Offer to Repurchase)) (other than securities that are not publicly traded on a U.S. securities exchange or for which quoted bid prices are not available, that would need to be registered
under the Securities Act of 1933, as amended, if distributed in the repurchase, or that involve the assumption of contractual obligations or trading restrictions), and any cash (or cash equivalents) then held by the Fund upon the terms and subject
to the conditions set forth in the Offer to Repurchase and amends such Issuer Tender Offer Statement to add an additional exhibit in accordance with Rule 13e-4(c)(1) promulgated under the Securities Exchange Act of 1934, as amended.
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(a)(5)
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Press release issued by Tri-Continental Corporation on December 11, 2008.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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TRI-CONTINENTAL CORPORATION
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By:
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/s/ Lawrence P. Vogel
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Name: Lawrence P. Vogel
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Title: Treasurer
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Dated: December 11, 2008
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