UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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))
[X] 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)
N/A
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] 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:
N/A
(2) Aggregate number of securities to which transaction applies:
N/A
(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):
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
(5) Total fee paid:
N/A
[ ] 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:
The Herzfeld Caribbean Basin Fund, Inc.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
November 4, 1998
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Miami, Florida
August 31, 1998
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 November 4, 1998 at 2:00 p.m., at the offices
of Kaufman, Rossin & Co., Inc., 2699 S. Bayshore Drive, Miami, FL 33133, for the
following purposes:
(1) the election of two directors;
(2) to ratify or reject the selection of independent accountants made by
the Board of Directors for the year ending June 30, 1999;
(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 August 15, 1998 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
ADDITINAL 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.
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.
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The Herzfeld Caribbean Basin Fund, Inc.
P.O. Box 161465, Miami, Florida 33116
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
NOVEMBER 4, 1998
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 offices of Kaufman, Rossin & Co., Inc., 2699 Bayshore Drive,
Miami, FL 33133 on November 4, 1998 at 2:00 p.m.
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 31, 1998.
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 NOMINEES FOR DIRECTOR, 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 ADJOURNMENT THEREOF.
On August 15, 1998, 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.
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The Fund will furnish, without charge, a copy of its annual report for its
fiscal year ended June 30, 1998 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 or 305- 271-1900.
ELECTION OF DIRECTORS
(Proposal 1)
Two 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 II directors' initial terms of office will
expire in 1998, the Annual Meeting is being held for the election of Class II
directors. The Class I and Class III directors' terms of office will expire in
2000 and 1999, respectively.
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 the 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 reasons why either of the
nominees listed below would be unable or unwilling to serve if elected.
As of August 31, 1998, the Fund's Board of Directors consisted of six
members. Mr. Hubert Marleau resigned from the Board as of June 17, 1998. The
vacancy on the Board resulting from Mr. Marleau's resignation has been filled by
Ms. Ann S. Lieff, who was elected as a Class II director by the Board members on
August 31, 1998. Ms. Lieff and the other Class II director of the Fund, Mr.
Kenneth A. B. Trippe, are both nominees for election, and their current terms as
directors will expire 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
directors and executive officers of the Fund is set forth below.
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Nominees for Directors
Year First Shares Owned Percent Owned
Name and Position Principal Occupation Became Beneficially; Beneficially
with Fund for Past 5 Years Age Director August 15, 1998 August 15, 1998
--------- ---------------- --- -------- --------------- ---------------
Kenneth A. B. Trippe Chairman of Cruise Brokers, 65 1993 2,000 .12%
Director Inc., and Trippe &
Company, Inc.
Ann S. Lieff Consultant to Camelot 46 1998 0 0
Director Music; President and CEO
of Spec's Music, Inc. until
July 29, 1998
Directors and Officers
Shares Owned Percent Owned
Name and Position Position Principal Occupation Beneficially Beneficially
with Fund Age Since for Past 5 Years August 15, 1998 August 15, 1998
--------- --- ----- ---------------- --------------- ---------------
Thomas J. Herzfeld* 53 1993 Chairman and President of 36,448 2.2%
President & Director Thomas J. Herzfeld & Co., Inc.
and Thomas J. Herzfeld
Advisors, Inc.
Cecilia Gondor- 36 1993 Executive Vice President of 1,400 .08%
Morales* Thomas J. Herzfeld & Co., Inc.
Director, Treasurer & and Thomas J. Herzfeld
Secretary Advisors, Inc.
Ted S. Williams* 36 1997 Vice President, Thomas J. 1,000 .06%
Director Herzfeld & Co., Inc. and
Thomas J. Herzfeld Advisors,
Inc.
Bergthor F. Endresen 77 1993 Consultant and former 5,505 .33%
Director Chairman of Aerotech World
Trade Corp.
Ann S. Lieff 46 1998 See "Nominees for Directors" 0 0
Director above
Kenneth A. B. Trippe 65 1993 See "Nominees for Directors" 2,000 .12%
Director above
<FN>
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*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, 1998. 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, and Trippe, and Ms. Lieff, none of whom is an
"interested person" of the Fund. The Audit Committee reviews the scope of the
audit
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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, 1998. 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, plus reimbursement for expenses. Such fees totaled $8,300 for
the fiscal year ended June 30, 1998.
As of August 15, 1998, directors and executive officers beneficially owned
an aggregate 2.76% 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, 1998 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.
Total Compensation
Aggregate Pension or Retirement from Fund and Fund
Name of Person and Compensation Benefits Accrued Complex Paid to
Position with Fund from the Fund as Part of Fund Expenses Directors
------------------ ------------- ------------------------ ---------
Thomas J. Herzfeld* $0 $0 $0
President and Director
Cecilia Gondor-Morales* $0 $0 $0
Director, Treasurer & Secretary
Ted S. Williams* $0 $0 $0
Director
Bergthor F. Endresen $2,200 $0 $2,200
Director
Kenneth A.B. Trippe $2,200 $0 $2,200
Director
<FN>
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*"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, 1998, and in connection therewith
has reported on the financial statements of the fund,
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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 23, 1998 and recommended the selection of Kaufman, Rossin & Co. as
independent accountants for the Fund for the fiscal year ending June 30, 1999.
At a meeting held on July 1. 1998, 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, 1999. 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. will 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.
Section 16 of the Securities Exchange Act of 1934 requires that certain
specified persons file reports of their ownership and changes in ownership of
shares of reporting companies. During the Fund's fiscal year, Thomas J.
Herzfeld, Director and President of the Fund, failed to file on a timely basis a
report required by Section 16(a) of the Securities Exchange Act of 1934. Such
report, which was filed with the Securities and Exchange Commission on August 6,
1998, disclosed the purchase of 1,000 shares of the Fund on November 11, 1997
and 2,000 shares of the Fund on November 12, 1997, for a total consideration of
$16,026.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of August 15, 1998, there were no persons known by the Fund to own
beneficially more than 5% of the outstanding shares of the Fund.
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SHAREHOLDER PROPOSALS
Proposals intended to be presented by shareholders for consideration at the
1999 Annual Meeting of Shareholders must be received by the Secretary of the
Fund no later than June 15, 1999 in order to be included in the proxy statement
for the 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 1999 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, 1998, is being mailed
to shareholders. 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), or 305-271-1900.
OPEN MATTERS
Management of the Fund 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 31, 1998
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PROXY SOLICITED BY THE BOARD OF DIRECTORS
OF THE HERZFELD CARIBBEAN BASIN FUND, INC.
The undersigned hereby appoints Cecilia Gondor-Morales, as attorney, with
full powers of substitution and revocation, to attend the Annual Meeting of
Shareholders of The Herzfeld Caribbean Basin Fund, Inc. on November 4, 1998 and
any adjustments thereof and thereat to vote all shares which the undersigned
would be entitled to vote if personally present, upon the following matters, as
set forth in the Notice of Annual Meeting of Shareholders, and upon such other
business as may properly come before the meeting or any adjournment thereof.
If said attorney or any substitutes shall be present and vote at said
meeting or any adjournment thereof, a majority of them so present and voting
(or, if only one be present and voting, then that one) shall have and exercise
all the powers hereby granted. The undersigned revokes any proxy or proxies
heretofore given to vote such shares at said meeting or any adjournment thereof.
Dated: ____________________, 1998
_________________________________
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|_________________________________|
Sign here exactly as name(s) appear
on the left.
ALL PROXIES WILL BE VOTED, AND WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS
NOTED HEREON. IF INSTRUCTIONS ARE NOT GIVEN, THIS PROXY WILL BE TREATED AS
GRANTING AUTHORITY TO VOTE IN FAVOR OF THE ELECTION OF EACH OF THE NOMINATED
DIRECTORS AND WILL BE VOTED "FOR" ITEM 2.
Please vote by filling in the boxes below FOR WITHHOLD
the nominees listed AUTHORITY
below (except as to vote for all
1. ELECTION OF DIRECTORS: indicated to the nominees listed
Kenneth A. B. Trippe, Ann. S. Lieff contrary below) below
|_| |_|
INSTRUCTION: To withhold authority to vote for any
individual nominee, write that nominee's name in the space
provided below.
_______________________________________
2. Proposal to ratify the selection of
Kaufman, Rossin & Co. as independent FOR AGAINST ABSTAIN
accountants for the Fund for the year
ending June 30, 1999. |_| |_| |_|
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
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