UNITED STATES
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 COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
THE ZWEIG TOTAL RETURN FUND, INC.
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(Name of Registrant as Specified In Its Charter)
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URGENT SHAREHOLDER ALERT
RETURN YOUR WHITE PROXY CARD TODAY TO
PROTECT YOUR INVESTMENT IN ZWEIG TOTAL RETURN FUND
April 29, 2004
Dear Fellow ZTR Shareholder:
In a desperate attempt to get your vote, Phillip Goldstein has distributed
misleading and inaccurate information about your Fund and its management.
Mr. Goldstein has had a short-lived career of waging expensive and disruptive
proxy contests against closed-end funds for his personal benefit. By our
count, your Fund is Mr. Goldstein's fifteenth proxy fight in the past few
years. He is adept at misrepresenting facts in order to sway shareholders to
support his personal agenda. DO NOT BE MISLED!
DO NOT SUPPORT THE SELF-SERVING PROPOSALS
OF GOLDSTEIN AND HIS BAND OF RAIDERS
- Who do you want to be responsible for the management of your Fund - Dr.
Marty Zweig and the Phoenix companies, who together have a proven track
record of investment success for over a century, or Goldstein who has
virtually no experience in fund management?
- The Board adopted the Fund's new distribution policy because it is the
right policy for shareholders. It provides for substantial cash
distributions to shareholders while preserving benefits from your Fund's
capital loss carryover that would be lost by the dissidents' proposals.
The dissidents are not interested in these benefits since their only
interest is in obtaining short-term gains for themselves and their band
of raiders.
- Do you want to convert your Fund to a junk bond fund? The dissidents'
proposals would subject your Fund to unnecessary risks by encouraging
speculative investments in junk bonds, derivatives and other high risk
securities in an effort to reach a mandatory 10% cash dividend. These
investment strategies are ill-advised, unrealistic and would not utilize
your Fund's tax benefits.
- The dissidents' distribution policy will force you to pay additional
taxes that you would otherwise not have to pay under the Board's
distribution policy of 7% cash and 3% Fund stock.
- Goldstein has sent you information that is full of inaccuracies and
demonstrates a total lack of understanding of the operation and taxation
of closed-end funds.
- The facts speak for themselves - since the Fund's April 8 announcement of
a change in distribution policy, the discount on your Fund's shares has
decreased from 9.7% to 6.9% as of April 23 while the average discount on
closed-end bond funds has increased by approximately 7% during the same
period as a result of rising interest rates. As anyone familiar with
closed-end funds understands, they trade from time to time at discounts
and premiums based on market conditions and other factors.
- To further their cause, the dissident shareholders have withheld from you
the negative impact that open-ending your Fund could have, such as lower
overall returns, significantly increased expenses and loss of NYSE
listing. In addition, as short-term speculators like Goldstein exit and
redeem their shares, your Fund may be forced to pay for redemptions by
selling portfolio securities at inopportune times and incurring increased
transaction costs. Your Board's decision to recommend against
open-ending your Fund was a unanimous decision by the Fund's six
directors, five of whom are totally independent. On the other hand,
Goldstein and his cohorts are driven by self-interest and desire for
short-term profits.
TIME IS SHORT TO CAST YOUR VOTE
RETURN YOUR WHITE PROXY CARD TODAY
It is unfortunate that Goldstein has forced your Fund to spend its assets to
repel his self-motivated proposals. However, we are acting in the best
interests of all shareholders. Your participation in this year's Annual
Meeting of Shareholders on Wednesday, May 12, is more important than ever, so
please vote today by signing, dating and mailing promptly your WHITE proxy
card. If your shares are held in the name of a brokerage firm, bank nominee
or other institution, you can also vote by telephone at 1-800-454-8683 or at
WWW.PROXYVOTE.COM. And remember - do not return any green card you may
receive from Goldstein and his cronies.
If you have any questions, D.F. King & Co., Inc., your Fund's proxy
solicitor, will be pleased to assist. Please call them toll-free at
1-888-628-1041.
On behalf of your Board, thank you for your cooperation, continued support
and prompt return of the enclosed WHITE proxy card.
Sincerely,
/s/ Daniel T. Geraci
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Daniel T. Geraci
President, The Zweig Total Return Fund, Inc.