-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WFnMd6O72QCPcUyIYsAfnGQgGCDf7gvS2Tr47RZsJwFbD24Ypoo8FY2RYLXCwfcN aW5/gyK7G0R7e9/yDXMfZA== /in/edgar/work/20000829/0001012709-00-000787/0001012709-00-000787.txt : 20000922 0001012709-00-000787.hdr.sgml : 20000922 ACCESSION NUMBER: 0001012709-00-000787 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001115 FILED AS OF DATE: 20000829 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HERZFELD CARIBBEAN BASIN FUND INC CENTRAL INDEX KEY: 0000880406 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 650396889 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 811-06445 FILM NUMBER: 712697 BUSINESS ADDRESS: STREET 1: P O BOX 161465 CITY: MIAMI STATE: FL ZIP: 33116 BUSINESS PHONE: 3052711900 MAIL ADDRESS: STREET 2: PO BOX 161465 CITY: MIAMI STATE: FL ZIP: 33116 FORMER COMPANY: FORMER CONFORMED NAME: FIRST CUBA FUND INC DATE OF NAME CHANGE: 19920929 DEF 14A 1 0001.txt THE HERZFELD CARRIBEAN BASIN FUND, INC. Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) 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 Rule 14a-11(c) or Rule 14a-12 The Herzfeld Carribean Basin Fund, Inc. --------------------------------------- (Name of Registrant as Specified in Its Charter) ----------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement if other than the Registrant) The Herzfeld Caribbean Basin Fund, Inc. --------------------------------------- NOTICE OF ANNUAL MEETING OF SHAREHOLDERS November 15, 2000 --------------------------------------- Miami, Florida August 31, 2000 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 15, 2000 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 a director; (2) to ratify or reject the selection of independent auditors made by the Board of Directors for the year ending June 30, 2001; (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 25, 2000 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 SOLICITION, 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. The Herzfeld Caribbean Basin Fund, Inc. P.O. Box 161465, Miami, Florida 33116 PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 15, 2000 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 15, 2000 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, 2000. 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 THE NOMINEE FOR DIRECTOR, FOR THE RATIFICATION OF THE SELECTION OF THE FUND'S INDEPENDENT AUDITORS AND TO TRANSACT SUCH OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS THEREOF. On August 25, 2000, 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 auditors 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, 2000 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 DIRECTOR (Proposal 1) One director is to be elected at the Annual Meeting. 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 director's term of office will expire in 2000, the Annual Meeting is being held for the election of that director. The Class II and Class III directors' terms of office will expire in 2001 and 2002, 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 nominee named below, who has consented to being named in the proxy statement and to serve if elected. If the nominee 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 the nominee listed below would be unable or unwilling to serve if elected. As of August 31, 2000, the Fund's Board of Directors consisted of five members. The Class I director of the Fund, Mr. Albert L. Weintraub, is the only nominee for election, and his current term as director will expire on the date of the Annual Meeting or when his successor is elected and qualifies. The nominee would serve until his successor has been elected and qualified. Certain information regarding the nominee as well as the current directors and executive officers of the Fund is set forth below. Nominee for Director
Year First Shares Owned Percent Owned Name and Position Principal Occupation Became Beneficially Beneficially with Fund for Past 5 Years Age Director August 25, 2000 August 25, 2000 Albert L. Weintraub Senior Partner of Weintraub, 71 1999 0 0 Director Weintraub, Seiden and Orshan; Chairman/CEO of iTelsa, Inc.; Chairman of E-lysium Transaction Systems, Inc.; City Attorney for Miami Springs, FL
Directors and Officers
Shares Owned Percent Owned Name and Position Position Principal Occupation Beneficially Beneficially with Fund Age Since for Past 5 Years August 25, 2000 August 25, 2000 Thomas J. Herzfeld* 55 1993 Chairman and President of 19,000 1.13% President & Director Thomas J. Herzfeld & Co., Inc. and Thomas J. Herzfeld Advisors, Inc. Cecilia Gondor- 38 1993 Executive Vice President of 1,400 .08% Morales* Thomas J. Herzfeld & Co., Inc. Director, Treasurer & and Thomas J. Herzfeld Secretary Advisors, Inc. Ann S. Lieff 48 1998 President and CEO of 1,666 .10% Director The Lieff Company; President and CEO of Spec's Music Inc. until July 29, 1998 Kenneth A.B. Trippe 67 1993 Chairman of Cruise Brokers, 2,004 .12% Director Inc., and Trippe & Company Inc. Albert L. Weintraub 71 1999 See "Nominee for Director" 0 0% Director above
- --------------------- * 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. The Board of Directors of the Fund held four regular meetings during the Fund's fiscal year ended June 30, 2000. 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. Trippe, and Weintraub, and Ms. Lieff, none of whom is an "interested person" of the Fund. The Audit Committee reviews the scope of the audit by the Fund's independent auditors, confers with the auditors 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 auditors for the Fund. The Audit Committee met once during the fiscal year ended June 30, 2000. 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 $7,400 for the fiscal year ended June 30, 2000. As of August 25, 2000, directors and executive officers beneficially owned an aggregate 1.43% 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, 2000 is set forth in the compensation table below. Mr. Herzfeld and Ms. Gondor-Morales 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 Ann S. Lieff $2,600 $0 $2,600 Director Kenneth A.B. Trippe $2,600 $0 $2,600 Director Albert L. Weintraub $2,200 $0 $2,200 Director
* "Interested person" of the Fund as defined by Section 2(a)(19) of the Investment Company Act of 1940. THE BOARD OF DIRECTORS RECOMMENDS THAT THE FUND'S SHAREHOLDERS VOTE "FOR" THE ELECTION OF THE NOMINEE FOR DIRECTOR. RATIFICATION OR REJECTION OF APPOINTMENT OF INDEPENDENT AUDITORS (Proposal 2) Kaufman, Rossin & Co., 2699 South Bayshore Drive, Miami, Florida 33133, independent auditors for the Fund, has examined the Fund's financial statements for the fiscal year ended June 30, 2000, 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 November 16, 1999 and recommended the selection of Kaufman, Rossin & Co. as independent auditors for the Fund for the fiscal year ending June 30, 2001. At a meeting held on July 12, 2000, 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 auditors for the Fund for the year ending June 30, 2001. 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 AUDITORS. 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 and Ms. Gondor-Morales, 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 August 25, 2000, there were no persons known by the Fund to own beneficially more than 5% of the outstanding shares of the Fund. SHAREHOLDER PROPOSALS Proposals intended to be presented by shareholders for consideration at the 2001 Annual Meeting of Shareholders must be received by the Secretary of the Fund no later than July 15, 2001 in order to be included in the proxy statement for the meeting. To submit a proposal, a shareholder must own 1% or $2,000 worth of shares of the Fund for at least one year, and must own those shares through the date of the 2000 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, 2000, 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, 2000 -----END PRIVACY-ENHANCED MESSAGE-----