UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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the Securities Exchange Act of 1934. (Amendment No. )
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/ / 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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RETURN YOUR WHITE PROXY CARD TODAY TO
PROTECT YOUR INVESTMENT IN ZWEIG TOTAL RETURN FUND
FROM PROFESSIONAL CORPORATE RAIDER
May 5, 2004
Dear Fellow ZTR Shareholder:
YOUR DIRECTORS ARE WRITING TO URGE YOU TO VOTE NO TO PHILLIP GOLDSTEIN, WHO
WAGES COSTLY AND DISRUPTIVE PROXY BATTLES AGAINST CLOSED-END FUNDS, USUALLY
CHARGING THAT DIRECTORS HAVE FAILED TO TAKE ACTION TO ADDRESS SHARE-PRICE
DISCOUNTS. DON'T BE FOOLED! HIS AGENDA IS TO MAKE A QUICK PROFIT AT THE
EXPENSE OF OTHER SHAREHOLDERS AND THEN MOVE ON TO HIS NEXT VICTIM.
Goldstein has misinformed you in his recent communications. He fails to tell
you that his proposals:
- Will cause you to pay taxes that you otherwise would not have to pay;
- Could turn your Fund into a junk bond fund;
- Will put your Fund into the hands of an inexperienced Board; and
- Could destroy your Fund's ability to create long-term value on your
behalf.
Goldstein has ignored our record in installing a new portfolio management
team and in addressing your Fund's tax position, including our adoption of
the new distribution policy announced on April 8.
Goldstein's malicious accusations against us are reprehensible. Unlike
Goldstein, we have no personal agenda, and we are committed to your Fund for
the long term. Along with Marty Zweig, we hold over 223,000 shares in the
Fund, and none of us has ever sold a share. Goldstein says he wants a board
seat, but his actions suggest that he could not represent shareholders
independently. He represents himself and the investors in his hedge fund,
and his agenda is inconsistent with your Fund's structure, investment
objectives and policies.
Goldstein's off-the-cuff assertion that he can reduce your Fund's
administrative expenses based on a five-minute telephone call is ridiculous!
How can he determine the costs of administering a fund with over 38,000
shareholders on the basis of a telephone conversation when he has never run a
fund himself? Fund administration consists of a variety of services,
including net asset value accounting and other critically important
functions. We review your Fund's administration contract annually to ensure
that your Fund is well served. Based on a complete analysis by the leading
provider of fund data services, we are confident that your Fund's fees and
expenses are in line with those of comparable funds.
Because Goldstein has waged this attack on your interests, your participation
in this year's Annual Meeting of Shareholders, scheduled for Wednesday, May
12, is more important than ever, so please vote today by signing, dating and
mailing promptly your WHITE proxy card. You can also vote by telephone at
1-800-454-8683 or at WWW.PROXYVOTE.COM. And remember - do not sign any green
card you may receive.
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.
Your Board thanks you for your cooperation, continued support and prompt
return of your WHITE proxy card.
Sincerely,
Charles H. Brunie
Daniel T. Geraci
Wendy Luscombe
Alden C. Olson
James B. Rogers, Jr.
R. Keith Walton
Directors