SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 25, 2002
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THE ZWEIG TOTAL RETURN FUND, INC.
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(Exact name of registrant as specified in its charter)
Maryland
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(State or other jurisdiction of incorporation)
811-05620 13-3474242
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(Commission File Number) (IRS Employer Identification Number)
900 Third Avenue, New York, New York 10022
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code (212) 451-1100
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ITEM 5. OTHER EVENTS
On October 25, 2002, The Zweig Fund, Inc. and The Zweig Total Return Fund,
Inc. announced the resignation of Dr. Martin E. Zweig as chairman and officer of
the two funds and the appointment of Philip R. McLoughlin, former chief
executive officer of Phoenix Investment Partners, Ltd., as chairman of the
funds, to be effective as of November 30, 2002. The form of the press release
announcing the resignation and appointment is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits:
99.1 The Zweig Fund, Inc. and The Zweig Total Return Fund, Inc.
Press Release, dated October 25, 2002
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
THE ZWEIG TOTAL RETURN FUND, INC.
By: /s/ Philip R. McLoughlin
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Name: Philip R. McLoughlin
Title: Vice Chairman of the Board of Directors