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
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
Definitive Additional Materials
Soliciting Material Pursuant to ss.240-14a-11(c) or
ss.240-14a-12
The Herzfeld Caribbean Basin Fund, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction
applies:
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):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
Fee paid previously with preliminary materials.
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.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 10, 1997
TO THE SHAREHOLDERS OF
THE HERZFELD CARIBBEAN BASIN FUND, INC.:
The Annual Meeting of Shareholders of The Herzfeld Caribbean
Basin Fund, Inc. (the "Fund") will be held on October 10, 1997 at
2:00 p.m., at the library of Portofino Towers, 300 South Pointe
Drive, Miami Beach, FL 33139, for the following purposes:
(1) the election of three directors;
(2) to ratify or reject the selection of
independent accountants made by the Board of
Directors for the year ending June 30, 1998;
(3) to transact such other business as may
properly come before the meeting and any
adjournments thereof.
The subjects referred to above are discussed in detail in the
Proxy Statement attached to this notice. Each shareholder is
invited to attend the Annual Meeting of Shareholders in person.
Shareholders of record at the close of business on July 30, 1997
have the right to vote at the meeting. If you cannot be present
at the meeting, we urge you to fill in, sign, and promptly return
the enclosed proxy in order that the meeting can be held without
additional expense and a maximum number of shares may be voted.
CECILIA GONDOR-MORALES
Secretary
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWNED ON THE RECORD DATE.
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE
ENCLOSED PROXY CARD, DATE, SIGN AND RETURN IT IN THE
ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE
AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN
ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF
FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING
YOUR PROXY PROMPTLY. THE PROXY IS REVOCABLE AT ANY TIME
PRIOR TO ITS USE.
The Herzfeld Caribbean Basin Fund, Inc.
P.O. Box 161465, Miami, Florida 33116
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 10, 1997
This statement is furnished in connection with the
solicitation of proxies by the Board of Directors of The Herzfeld
Caribbean Basin Fund, Inc. (the "Fund") for use at the Annual
Meeting of Shareholders (the "Annual Meeting") to be held at the
library of Portofino Towers 300 South Pointe Drive, Miami Beach,
FL 33139, on October 10, 1997 at 2:00 p.m. Shareholders who
attend the meeting should state to the security guard at the door
that they are attending the Annual Meeting of the Fund, and ask
for Mr. Herzfeld.
Proxies may be solicited by mail, telephone, telegraph and
personal interview. The Fund has also requested brokers,
dealers, banks or voting trustees, or their nominees to forward
proxy material to the beneficial owners of stock of record. The
enclosed proxy is revocable by you at any time prior to the
exercise thereof by submitting a written notice of revocation or
subsequently executed proxy to the Secretary of the meeting.
Signing and mailing the proxy will not affect your right to give
a later proxy or to attend the meeting and vote your shares in
person. The cost of soliciting proxies will be paid by the Fund.
This proxy statement is expected to be distributed to
shareholders on or about August 29, 1997.
THE PERSONS NAMED IN THE ACCOMPANYING PROXY WILL VOTE THE
NUMBER OF SHARES REPRESENTED THEREBY AS DIRECTED OR, IN THE
ABSENCE OF SUCH DIRECTION, FOR EACH OF THE NOMINATED DIRECTORS,
FOR THE RATIFICATION OF THE SELECTION OF THE FUND'S INDEPENDENT
ACCOUNTANTS AND TO TRANSACT SUCH OTHER BUSINESS THAT MAY PROPERLY
COME BEFORE THE MEETING AND ANY ADJOURNMENT THEREOF.
On July 30, 1997, the date for determination of shareholders
entitled to receive notice of and to vote at the Annual Meeting,
or any adjournment thereof, there were issued and outstanding
1,677,636 shares of Common Stock of the Fund, each entitled to
one vote, constituting all of the Fund's then outstanding
securities.
At the Annual Meeting, a quorum shall consist of the holders
of a majority of the outstanding shares of the Common Stock of
the Fund entitled to vote at the meeting. If a quorum is
present, a plurality of all votes cast at the Annual Meeting
shall be sufficient for the election of a director (Proposal 1).
The affirmative vote of more than 50% of the shares voted at the
Annual Meeting, assuming a quorum is present, is required for the
ratification of the selection of Kaufman, Rossin & Co. as
independent accountants of the Fund (Proposal 2). Under Maryland
law, abstentions and broker non-votes will be included for
purposes of determining whether a quorum is present at the Annual
Meeting, but will be treated as votes not cast and, therefore,
will not be counted for purposes of determining whether matters
to be voted upon at the Annual Meeting have been approved.
The Fund will furnish, without charge, a copy of its annual
report for its fiscal year ended June 30, 1997 to any shareholder
requesting such report. Requests for the annual report should be
made in writing to the Fund at the address set forth above or by
calling the Fund at 800-854-3863, or for Florida residents, 800-
718-3863.
ELECTION OF DIRECTORS
(Proposal 1)
Three directors are to be elected at the Annual Meeting to
hold office for a term of three years and until their successors
shall have been elected and shall have qualified. Pursuant to
the Fund's By-Laws, the directors are classified into three
classes with respect to the year of expiration of their terms of
office. Because the Fund's Class I directors' initial terms of
office will expire in 1997, the Annual Meeting is being held for
the election of Class I directors. The Class II and Class III
directors' terms of office will expire in 1998 and 1999,
respectively.
In addition, the Board of Directors voted unanimously to
increase the number of Directors of the Fund to six, pursuant to
authority provided in the Fund's By-Laws. Having created a
director position that was then vacant, the Board voted
unanimously at a telephonic meeting on August 6, 1997 to appoint
Ted S. Williams to fill the vacancy. Mr. Williams is included
with the nominees listed below.
If authority is granted on the accompanying proxy to vote in
the election of directors, it is the intention of the persons
named in the proxy to vote at the Annual Meeting for the election
of the nominees named below, each of whom has consented to being
named in this proxy statement and to serve if elected. If any of
the nominees is unavailable to serve for any reason, the persons
named as proxies will vote for such other nominee or nominees
selected by the Board of Directors, or the Board may reduce the
number of directors as provided in the Fund's By-Laws. The Fund
currently knows of no reason why any of the nominees listed below
would be unable or unwilling to serve if elected. All of the
nominees are currently directors of the Fund, whose term expires
on the date of the Annual Meeting, or when their successors are
elected and qualify.
Certain information regarding each of the nominees as well as
the current executive officers of the Fund is set forth below.
Nominees for Directors
Name and Year First Shares Owned Percent Owned
Position Principal Occupation Became Beneficially Beneficially
with Fund (Age) for past five years Director July 30, 1997 July 30, 1997
Bergthor F. Chairman of Aerotech
Endresen World Trade Corp. 1993 5,505 .33%
Director (76)
Hubert Marleau Chairman and CEO,
Director (53) Marleau Lemire
Securities 1996 0 0
Ted S. Williams Vice President
Director (35) Thomas J. Herzfeld
& Co., Inc.
Vice President,
Thomas J. Herzfeld
Advisors, Inc. 1997 1,000 .06%
Name and Position Principal Shares Owned Percent Owned
Position Since Occupation Beneficially Beneficially
with Fund or Employment July 30, 1997 July 30, 1997
(Age)
Thomas J. Herzfeld<F1> 1993 Chairman
Director (52) and President
Thomas J. Herzfeld
& Co.,Inc. and Thomas
Herzfeld Advisors, Inc. 30,473 1.8%
Cecilia Gondor-
Morales<F1> 1993 Executive Vice President
Director, Treasurer & Thomas J. Herzfeld & Co.,
Secretary (35) Inc. and Thomas J.
Herzfeld Advisors, Inc. 1,400 .08%
Bergthor F. Endresen 1993 See "Nominees for
Director (76) Directors" above 5,505 .33%
Hubert Marleau 1996 See "Nominees for
Director (53) Directors" above 0 0
Kenneth A. B. Trippe 1993 Chairman of Cruse 2,000 .12%
Director (64) Brokers,Inc. and
Trippe & Company,
Inc.
Ted S. Williams<F1> 1997 See "Nominees for
Director (35) Directors" above 1,000 .06%
________________
<FN>
<F1> An "interested person" (as defined in the Investment Company Act of
1940) of the Fund because he/she is an officer and employee
of the Fund's investment adviser.
</FN>
The Board of Directors of the Fund held four regular meetings
during the Fund's fiscal year ended June 30, 1997. Each of the
directors attended at least 75% of the aggregate number of
meetings of the Board of Directors and of each committee of which
he was a member. The Audit Committee of the Board currently
consists of Messrs. Endresen, Marleau and Trippe, none of whom is
an "interested person" of the Fund. The Audit Committee reviews
the scope of the audit by the Fund's independent accountants,
confers with the accountants with respect to the audit and the
internal accounting controls of the Fund and with respect to such
other matters as may be important to an evaluation of the audit
and the financial statements of the Fund, and makes
recommendations with respect to the selection of accountants for
the Fund. The Audit Committee met once during the fiscal year
ended June 30, 1997. The Board does not have a nominating or
compensation committee. The Fund pays those directors who are
not "interested persons" of the Fund $1,000 per year in addition
to $400 for each meeting of the Board attended by him, plus
reimbursement for expenses. Such fees totaled $7,000 for the
fiscal year ended June 30, 1997.
As of July 30, 1997, directors and executive officers
beneficially owned an aggregate 2.41% of the Fund's outstanding
shares on that date.
The aggregate compensation paid by the Fund to each of its
directors serving during the fiscal year ended June 30, 1997 is
set forth in the compensation table below. Mr. Herzfeld, Ms.
Gondor-Morales and Mr. Williams receive no direct compensation
for their services on the Fund's Board.
From Fund
Total Compensation and Fund
Aggregate Pension or Retirement Complex
Name of Person and Compensation Benefits Accrued Paid to
Position with Fund from the Fund as Part of Fund Expenses Directors
Thomas J. Herzfeld<F1>
President and Director $0 $0 $0
Cecilia Gondor-
Morales<F1>
Director, Treasurer,
& Secretary $0 $0 $0
Bergthor F. Endresen
Director $2,200 $0 $2,200
Hubert Marleau
Director $2,600 $0 $2,600
Kenneth A. B. Trippe
Director $2,200 $0 $2,200
<FN>
<F1> "Interested person" of the Fund as defined by Section 2(a)(19) of the
Investment Company Act of 1940.
</FN>
THE BOARD OF DIRECTORS RECOMMENDS THAT THE FUND'S SHAREHOLDERS
VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR.
RATIFICATION OR REJECTION OF
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
(Proposal 2)
Kaufman, Rossin & Co., 2699 South Bayshore Drive, Miami,
Florida 33133, independent accountants for the Fund, has examined
the Fund's financial statements for the fiscal year ended June
30, 1997, and in connection therewith has reported on the
financial statements of the Fund, prepared the Fund's tax returns
and reviewed certain filings of the Fund with the Securities and
Exchange Commission. Kaufman, Rossin & Co. has not performed any
other services for the Fund. The Audit committee of the Board of
Directors met on June 11, 1997 and recommended the selection of
Kaufman, Rossin & Co. as independent accountants for the Fund for
the fiscal year ending June 30, 1998. At a meeting held on June
11, 1997, the Board of Directors, including a majority of those
directors who are not "interested persons" of the Fund, after
considering the recommendation of the Audit Committee, selected
Kaufman, Rossin & Co. to act as independent accountants for the
Fund for the year ending June 30, 1998. Under the Investment
Company Act of 1940, such selection must be submitted to
shareholders for ratification or rejection at the Annual Meeting.
A representative of Kaufman, Rossin & Co. is expected to be
present at the meeting and will have the opportunity to respond
to appropriate questions from shareholders and to make such
statements as desired.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE FUND'S SHAREHOLDERS
VOTE "FOR" THE SELECTION OF KAUFMAN, ROSSIN & CO. AS THE FUND'S
INDEPENDENT ACCOUNTANTS.
ADDITIONAL INFORMATION
HERZFELD/CUBA (the "Adviser"), a division of Thomas J.
Herzfeld Advisors, Inc., with offices at The Herzfeld Building,
P.O. Box 161465, Miami, Florida 33116, serves as the Fund's
investment adviser pursuant to an Investment Advisory Contract
dated June 24, 1993. The Adviser also provides certain
administration services to the Fund, but the Fund has no formal
administrative contract. Mr. Herzfeld, Ms. Gondor-Morales and
Mr. Williams, directors of the Fund, are executives of the
Adviser.
Thomas J. Herzfeld & Co., Inc., P.O. Box 161465, Miami,
Florida 33116, acted as Underwriter to the Fund.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of July 30, 1997, there were no persons known by the Fund
to own beneficially more than 5% of the outstanding voting shares
of the Fund.
SHAREHOLDER PROPOSALS
Proposals intended to be presented by shareholders for
consideration at the 1998 Annual Meeting of Shareholders must be
received by the Secretary of the Fund no later than June 15, 1998
in order to be included in the proxy statement for that meeting.
To submit a proposal, a shareholder must own 1% or $1,000
worth of shares of the Fund for at least one year, and must own
those shares through the date of the 1998 Annual Meeting.
Shareholders who qualify may submit only one proposal per Annual
Meeting, and the proposal may be no longer than 500 words.
REPORTS TO SHAREHOLDERS AND FINANCIAL STATEMENTS
The Annual Report to Shareholders of the Fund, including
audited financial statements of the Fund for the fiscal year
ended June 30, 1997, is available from the Fund. The Annual
Report should be read in conjunction with this Proxy Statement,
but is not part of the proxy soliciting material. A copy of the
Annual Report may be obtained from the Fund, without charge, by
contacting the Fund in writing at the address on the cover of
this Proxy Statement, or by calling 800-854-3863 (for Florida
residents, 800-718-3863).
OPEN MATTERS
The management does not know of any matters to be presented at
the Annual Meeting other than those mentioned in this Proxy
Statement. If any other business should come before the meeting,
the proxies will vote thereon in accordance with their best
judgment.
By Order of the Directors,
Cecilia Gondor-Morales
Director, Treasurer & Secretary
The Herzfeld Caribbean Basin Fund, Inc.
Dated: August 29, 1997
IF YOU CANNOT ATTEND THE ANNUAL MEETING, IT IS REQUESTED THAT
YOU COMPLETE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE
ENVELOPE PROVIDED SO THAT THE MEETING MAY BE HELD AND ACTION
TAKEN ON THE MATTERS DESCRIBED HEREIN WITH THE GREATEST POSSIBLE
NUMBER OF SHARES PARTICIPATING.