SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec.
240.14a-12
The Zweig Total Return Fund, Inc.
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(Name of Registrant as Specified in its Charter)
Opportunity Partners LP
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(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] Fee not required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was
determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing.
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4) Date Filed:
PROXY STATEMENT IN OPPOSITION TO THE SOLICITATION BY THE BOARD OF
DIRECTORS OF THE ZWEIG TOTAL RETURN FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS (To be held on May 10, 2005)
Our names are Phillip Goldstein and Arthur Lipson. We are
shareholders of The Zweig Total Return Fund, Inc. (the "Fund").
We are sending this proxy statement and the enclosed GREEN proxy
card to stockholders of record on March 8, 2005. We are
soliciting a proxy to vote your shares at the 2005 Annual Meeting
of Stockholders of the Fund (the "Meeting") provided that we
determine that the board of directors has agreed to support
substantive action to address the Fund's persistent discount from
net asset value ("NAV"). If you give us your proxy and we
determine that the board has not agreed to support such action,
we will not attend the Meeting, we will not vote your shares, and
your shares will not be counted toward a quorum. Please refer to
the Fund's proxy soliciting material for additional information
concerning the Meeting including the election of directors.
This proxy statement and the enclosed GREEN proxy card are first
being sent to shareholders of the Fund on or about April 22,
2005.
INTRODUCTION
How Proxies Will Be Voted
If you return a GREEN proxy card to us or to our agent, your
shares will be voted as you indicate provided we determine that
the board of directors has agreed to support substantive action
to address the Fund's discount. Substantive action would include
converting the Fund to an open-end fund or conducting a self-
tender offer. If the board does not agree to support substantive
action to address the discount, we will not attend the Meeting,
we will not vote your shares, and your shares will not be counted
toward a quorum. If we attend the meeting, then unless you
indicate otherwise, your shares will be voted FOR the election of
the board's nominees, who have not asked for permission to be
included on our proxy.
Voting Requirements
A quorum requires at least 50% of the Fund's outstanding shares
to be represented at the Meeting. If the board does not agree to
support substantive action to address the Fund's discount, we
will not attend the Meeting, we will not vote your shares, and
your shares will not be counted toward a quorum. The two
nominees receiving the most votes shall be elected as directors.
Revocation of Proxies
You may revoke your proxy by delivering a written revocation to
us or by voting in person at the Meeting. (Attendance at the
Meeting will not in and of itself revoke your proxy.) There is
no limit on the number of times you may revoke your proxy prior
to the Meeting. Only your latest dated proxy will be counted.
Information Concerning the Soliciting Shareholders
Phillip Goldstein and Arthur Lipson are the Soliciting
Shareholders. Mr. Goldstein's address is 60 Heritage Drive,
Pleasantville, NY 10570 and Mr. Lipson's address is 2855 East
Cottonwood Parkway, Suite 110, Salt Lake City, UT 84121. Mr.
Goldstein and Mr. Lipson are investment managers.
Since December 1, 1992, Mr. Goldstein has been the president and
50% shareholder of Kimball & Winthrop, Inc., the general partner
of Opportunity Partners L.P., a private investment partnership.
Mr. Goldstein is also the portfolio manager of Opportunity
Partners. Mr. Lipson is the sole owner of Western Investment
LLC, the investment manager of certain private investment
entities.
As of April 7, 2005, Mr. Goldstein and Mr. Lipson are deemed to
be the beneficial owners of ------------- and -------------
shares respectively owned by them and their clients. All of
their purchases have been made since July 2003 and except for one
share owned by Mr. Goldstein and one share owned by Mr. Lipson in
record name, all of their shares are held in street name, some of
which are in margin accounts. Since July 2003, Mr. Goldstein has
made no sales and Mr. Lipson has purchased ---------- shares and
has sold -------- shares.
REASONS FOR THE SOLICITATION
Our goal is to afford all shareholders an opportunity to realize
NAV for their shares. We believe the board of directors made a
serious mistake when it eliminated the Fund's long-standing
annual 10% cash distribution policy because the Fund's shares
quickly went from a premium to a double-digit discount. After
shareholders complained, the board reinstated the 10% cash
distribution policy and the discount narrowed but it has not
entirely disappeared. We believe that shareholders should now
have an opportunity to realize NAV for their shares by open-
ending the Fund or via a self-tender offer. Unless the board
agrees to support one of these actions or some other substantive
action to address the discount, we will not attend the Meeting,
we will not vote your shares, and your shares will not be counted
toward a quorum. If a quorum is not achieved for two consecutive
years, we intend to ask a court to liquidate the Fund as
permitted by Maryland law. If the Fund is liquidated, all
shareholders will receive NAV for their shares.
PROPOSAL 1: ELECTION OF DIRECTORS
The only matter that is scheduled for the Meeting is the election
of two directors. The proxy holders intend, in the absence of
contrary instructions, to vote all GREEN proxies FOR the board's
nominees provided the board agrees to support substantive action
to address the Fund's discount. If the board does not agree to
support such action, we will not attend the Meeting, we will not
vote your shares on this proposal, and your shares will not be
counted toward a quorum. Please refer to management's proxy
statement for information regarding the qualifications and
background of the board's nominees.
THE
SOLICITATION
We are making this solicitation personally. Persons affiliated
with or employed by us or our affiliates may assist us in the
solicitation of proxies. They will not receive any special
compensation for their services. We will ask banks and brokerage
firms that hold shares for beneficial owners of shares to forward
this proxy statement and the enclosed GREEN proxy card to the
beneficial owners of those shares. We will reimburse them for
their reasonable out-of-pocket expenses.
Initially, we will bear all of the expenses related to this proxy
solicitation. Because we believe that shareholders will benefit
from this solicitation, we intend to seek reimbursement of our
expenses from the Fund. Shareholders will not be asked to vote
on the reimbursement of our expenses. We estimate that our
expenses will be about $ ---------.
There is no arrangement or understanding involving us or any of
our affiliates that relates to future employment by or any future
transaction with the Fund or any of its affiliates.
DATED: April 22, 2005
PROXY CARD
Proxy Solicited in Opposition to the Board of Directors of the
Zweig Total Return Fund, Inc. by Phillip Goldstein and Arthur
Lipson for the Annual Meeting of Stockholders on May 10, 2005
The undersigned hereby appoints Rajeev Das, Phillip Goldstein,
and Arthur Lipson and each of them, as the undersigned's proxies,
with full power of substitution, to attend the Annual Meeting of
Stockholders of The Zweig Total Return Fund, Inc. (the "Fund") on
May 10, 2005, (the "Meeting"), and any adjournment or
postponement thereof, and to vote on all matters that may come
before the Meeting the number of shares that the undersigned
would be entitled to vote if present in person, as specified
below subject to the condition set forth in the next two
sentences. The undersigned expressly directs the proxy holders
to decline to attend the Meeting unless Messrs. Goldstein and
Lipson determine that the board has agreed to support substantive
action to address the Fund's discount from net asset value. If
Messrs. Goldstein and Lipson determine that the board has not
agreed to support such action, the proxy holders will not attend
the Meeting, will not vote the undersigned's shares proxy, and
the shares will not be counted toward a quorum.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [
].)
1. Election of two directors.
[ ] FOR R. KEITH WALTON [ ] WITHHOLD AUTHORITY
[ ] FOR WENDY LUSCOMBE [ ] WITHHOLD AUTHORITY
Please sign and date below. Your shares will be voted as
directed provided that Phillip Goldstein and Arthur Lipson, the
Soliciting Shareholders, have determined that the board has
agreed to support substantive action to address the Fund's
discount from net asset value. Otherwise, the proxy holders will
not attend the Meeting, they will not vote your shares, and your
shares will not be counted toward a quorum. If the proxy holders
attend the Meeting and no direction is made, this proxy will be
voted FOR the election of the nominees named above. The
undersigned hereby acknowledges receipt of the proxy statement
dated April 22, 2005 of Phillip Goldstein and Arthur Lipson and
revokes any proxy previously executed.
SIGNATURE (S)_________________________________ Dated:
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