B+H
OCEAN CARRIERS LTD.
  3rd
Floor, Par La Ville Place
  14
Par-La-Ville Road
  Hamilton
HM JX
  Bermuda
  NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
  December
22, 2009
  To the
Shareholders:
  The
Annual Meeting of Shareholders of B+H Ocean Carriers Ltd., a Liberian
corporation (the “Company”), will be held at the offices of the Company, 3rd
floor, Par La Ville Place, 14 Par-La-Ville Road, Hamilton, Bermuda on December
22, 2009 at 9:00 a.m. local time, and at any adjournment thereof, to consider
and act upon:
  (1)
            The
      election of four Class A directors of the Company, each of whom is to
      hold office until the 2011 Annual Meeting of Shareholders and until the
      due election and qualification of his
successor;
  (2)
            Such
      other business as may properly come before the meeting and any adjournment
      or adjournments thereof.
  Only
shareholders of record at the close of business on November 5, 2009 will be
entitled to notice of, and to vote at, the meeting or any adjournment
thereof.  The presence in person or by proxy of shareholders entitled
to cast a majority of the total number of votes which may be cast shall
constitute a quorum for the transaction of business at the Annual
Meeting.
  If you
cannot personally attend the Annual Meeting, it is requested that you promptly
fill out, sign, and return the enclosed proxy.
  By Order
of the Board of Directors
 
 
 
 
 DEBORAH
L.  PATERSON
 Secretary
 
 Dated:                      November
10, 2009
 
 
  
  B+H
OCEAN CARRIERS LTD.
  PROXY
STATEMENT
  The
enclosed proxy is solicited by the Board of Directors of B+H Ocean Carriers
Ltd., a Liberian corporation (the “Company”, “we” or “us”), in connection with
the Annual Meeting of Shareholders (the “Annual Meeting”) to be held at the
offices of the Company, 3rd floor, Par La Ville Place, 14 Par-La-Ville Road,
Hamilton, Bermuda, on  December 22, 2009 at 9:00 a.m., local time, and
at any adjournments thereof.
  Only
shareholders of record as of the close of business on November 5, 2009 are
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof.  On such date, the Company had outstanding 5,555,426 shares
of Common Stock, par value $.01 per share (the “Common Stock”).  Each
share of Common Stock is entitled to one vote.  The presence in person
or by proxy of shareholders entitled to cast a majority of the total number of
votes which may be cast shall constitute a quorum for the transaction of
business at the Annual Meeting.
  The
shares represented by each properly signed and returned proxy will be voted in
accordance with the instructions marked thereon or, if no instructions are
marked, will be voted for the election as directors of the nominees proposed
herein.  Any shareholder giving a proxy may revoke it at any time
before it is exercised.  Such revocation may be effected by written
notice addressed to the Secretary of the Company at its principal office at the
above address (if received by her prior to the Annual Meeting), by submission of
another signed proxy bearing a later date, or by voting in person at the Annual
Meeting.  The Company’s telephone number is (441)
295-6875.
  The costs
of soliciting proxies will be borne by the Company.  In addition to
the use of the mails, proxies may be solicited, personally or by telephone,
telegraph or facsimile, by directors, officers and other employees of the
Company, who will not be specifically compensated therefore.  The
Company will also request securities brokers, custodians, nominees and
fiduciaries to forward soliciting material to the beneficial owners of stock
held of record and will reimburse them for their reasonable out-of-pocket
expenses in forwarding soliciting material.
  This
Proxy Statement and the enclosed proxy are first being distributed to the
shareholders of the Company on or about November 10, 2009.
  The
Company is a “foreign private issuer” as defined in Rule 3b-4 under the United
States Securities Exchange Act of 1934.  Accordingly, this Proxy
Statement and the solicitation of proxies hereunder are not subject to Section
14(a) of the said Act and Regulation 14A thereunder.
   -1-
  QUESTIONS
AND ANSWERS ABOUT THE PROXY STATEMENT
  Why
am I receiving this proxy statement and proxy card?
  You are
receiving a proxy statement and proxy card because you own shares of our Common
Stock.  This proxy statement describes the issues on which we would
like you, as a stockholder, to vote.  It also gives you information on
these issues so that you can make an informed decision.
  Who
can vote at the Annual Meeting?
  Only
stockholders of record at the close of business on November 5, 2009 will be
entitled to vote at the Annual Meeting.  On this record date, there
were 5,555,426 shares of our common stock outstanding and entitled to
vote.
  Stockholder
of Record: Shares Registered in Your Name
  If on
November 5, 2009 your shares were registered directly in your name with our
transfer agent, American Stock Transfer & Trust, then you are a stockholder
of record.  As a stockholder of record, you may vote in person at the
Annual Meeting or vote by proxy.  Whether or not you plan to attend
the Annual Meeting, we urge you to fill out and return the enclosed proxy card
to ensure your vote is counted.
  Beneficial
Owner: Shares Registered in the Name of a Broker or Bank
  If on
November 5, 2009 your shares were held, not in your name, but rather in an
account at a brokerage firm, bank, dealer, or other similar organization, then
you are the beneficial owner of shares held in “street name” and these proxy
materials are being forwarded to you by that organization.  The
organization holding your account is considered to be the stockholder of record
for purposes of voting at the Annual Meeting.  As a beneficial owner,
you have the right to direct your broker or other agent on how to vote the
shares in your account.  You are also invited to attend the Annual
Meeting.  However, since you are not the stockholder of record, you
may not vote your shares in person at the Annual Meeting unless you request and
obtain a valid proxy from your broker or other agent.
  What
is being voted on?
  You are
being asked to vote on the following proposal:
  Proposal
1 — to elect four Class A directors to hold office until the 2011 Annual Meeting
of Stockholders.
  How
do I vote?
  For the
matter to be voted on, you may vote “For” or “Against” or abstain from
voting.  The procedures for voting are fairly simple:
  Stockholder
of Record: Shares Registered in Your Name
  If you
are a stockholder of record, you may vote in person at the Annual Meeting or
vote by proxy using the enclosed proxy card.  To vote using the proxy
card, simply complete, sign and date the enclosed proxy card and return it
promptly in the envelope provided.  If you return your signed proxy
card to us before the Annual Meeting, we will vote your shares as you
direct.  Whether or not you plan to attend the Annual Meeting, we urge
you to vote by proxy to ensure your vote is counted.  You may still
attend the Annual Meeting and vote in person if you have already voted by
proxy.  If you would like to vote in person, come to the Annual
Meeting and we will give you a ballot when you arrive.
  Beneficial
Owner: Shares Registered in the Name of Broker or Bank
  If you
are a beneficial owner of shares registered in the name of your broker, bank, or
other agent, you should have received a proxy card and voting instructions with
these proxy materials from that organization rather than from
us.  Simply complete and mail the proxy card to ensure that your vote
is counted.  To vote in person at the Annual Meeting, you must obtain
a valid proxy from your broker, bank, or other agent.  Follow the
instructions from your broker or bank included with these proxy materials, or
contact your broker or bank to request a proxy form.
  How
many votes do I have?
  On the
matter to be voted upon, you have one vote for each share of common stock you
own as of November 5, 2009.
  How
are votes counted?
  Votes
will be counted by the inspector of election appointed for the Annual Meeting,
who will separately count “For” and “Against” votes, abstentions and broker
non-votes.  Abstentions and broker non-votes will be counted towards
the vote total for Proposal 1 with the same effect as “For” votes.
  If your
shares are held by your broker as your nominee (that is, in “street name”), you
will need to obtain a proxy form from the institution that holds your shares and
follow the instructions included on that form regarding how to instruct your
broker to vote your shares.  If you do not give instructions to your
broker, the shares will be treated as “broker non-votes”.
  -2-
 How
many votes are needed to approve each proposal?
  To be
approved, Proposal 1 (the director election proposal) must receive the
affirmative vote of the holders of a majority of the outstanding shares
represented in person or by proxy and entitled to vote at the Annual
Meeting.  If you do not vote or abstain from voting on Proposal 1, it
will have the same effect as a “For” vote.  Broker non-votes will have
no effect.
  What
is the quorum requirement?
  A quorum
is necessary to hold a valid meeting.  A quorum will be present if a
majority of the outstanding shares are represented in person or by proxy at the
Annual Meeting.  On the record date, there were 5,555,426 shares of
common stock outstanding and entitled to vote.  Thus, at least
2,777,714 shares must be represented in person or by proxy at the Annual Meeting
in order to have a quorum.
  Your
shares will be counted towards the quorum only if you submit a valid proxy (or
one is submitted on your behalf by your broker, bank or other nominee) or if you
vote in person at the Annual Meeting.  Abstentions and broker
non-votes will be counted towards the quorum requirement.  If there is
no quorum, a majority of the votes present at the Annual Meeting may adjourn the
Annual Meeting to another date.
  What
if I return a proxy card but do not make specific choices?
  If you
return a signed and dated proxy card without marking any voting selections, your
shares will be treated as broker non-votes and will have the same effect as
“Against” votes.
  Who
is paying for this proxy solicitation?
  We will
pay for the entire cost of soliciting proxies.  In addition to these
mailed proxy materials, our directors and employees may also solicit proxies in
person, by telephone or by other means of communication.  Directors
and employees will not be paid any additional compensation for soliciting
proxies.  We may also reimburse brokerage firms, banks and other
agents for the cost of forwarding proxy materials to beneficial
owners.
  What
does it mean if I receive more than one proxy card?
  If you
receive more than one proxy card, it means that your shares are registered in
more than one name or are registered in different accounts.  Please
complete, sign and return each
proxy card to ensure that all of your shares are voted.
  
  Can
I change my vote after submitting my proxy?
  Yes.  You
can revoke your proxy at any time before the final vote at the Annual
Meeting.  If you are the record holder of your shares, you may revoke
your proxy in any one of three ways:
  ·
            You
      may submit another properly completed proxy card with a later
      date;
  ·
            You
      may send a written notice that you are revoking your proxy to our
      Secretary at 3rd
      Floor, Par La Ville Place, 14 Par-La-Ville Road, Hamilton, Bermuda;
      or
  ·
            You
      may attend the Annual Meeting and vote in person.  However,
      simply attending the Annual Meeting will not, by itself, revoke your
      proxy.
  If your
shares are held by your broker or bank as a nominee or agent, you should follow
the instructions provided by your broker or bank.
  Does
the board of directors recommend approval of the proposals at the Annual
Meeting?
  Yes.  After
careful consideration, our Board of Directors recommends that our stockholders
vote FOR the proposal.
  Who
can help answer my questions about the proposals?
  If you
have additional questions about the proposal, you should contact Deborah
Paterson, our Secretary, at (441) 295-6875.
  How
can I find out the results of the voting at the Annual Meeting?
  Preliminary
voting results may be announced at the Annual Meeting.  Final voting
results will be published in our next report on Form 6-F.
   -3-
  PROPOSAL
1:  ELECTION OF DIRECTORS
  The Board
of Directors recommends the election of the four nominees for Class A directors
named below.  All shares represented by each properly signed and
returned proxy will be voted in accordance with the instructions marked by the
shareholder executing it or, if no instructions are marked, will be voted for
the election of the nominees below.
  As
provided in the Company’s Articles of Incorporation, the Board of Directors is
divided into two classes, each of which serves for a two-year
term.  The Class A directors elected at the Annual Meeting will hold
office until the 2011 Annual Meeting of Shareholders and until their respective
successors are elected and shall have been qualified.  Directors of
the Company are elected by a plurality of the votes cast at a meeting of
shareholders.  Therefore, a shareholder who fails to vote, or who
withholds his or her vote from one or more nominees, will not affect the outcome
of the election, provided that a quorum is present at the Annual
Meeting.  A broker who is the record owner of Common Stock
beneficially owned by a customer will have discretionary authority to vote such
shares if the broker has not received voting instructions from the beneficial
owner by the tenth day before the Annual Meeting, provided that this Proxy
Statement is transmitted to the beneficial owner at least 15 days before the
Annual Meeting.
  Under the
terms of the Company’s Articles of Incorporation, a vote cast at the Annual
Meeting for any person other than the nominees below (or any substitute nominee
proposed by the Board of Directors) will not be valid.  See “Other Matters.”
  If for
any reason any of the nominees below shall become unavailable for election, it
is intended that all properly executed and returned proxies will be voted for a
substitute nominee designated by the Board, but the Board has no reason to
believe that this will occur.  Information concerning the four Class B
directors, whose current terms of office will continue until the 2010 Annual
Meeting, is also set forth below.
  Nominees
for Class A Directors
  Michael
S. Hudner, age 62, has been President and Chief Executive Officer and a director
of the Company since 1988 and Chairman of the Board of the Company since October
1993.  He is also President and a director of BHM.  Since
1978, Mr. Hudner in his capacity as a partner in B+H Company (“BHC”) and its
predecessor, was primarily responsible for the acquisition and financing of over
100 bulk carriers, product tankers and crude oil tankers for BHC and its
affiliates and joint ventures (including all of the vessels owned by the
Company).  Mr. Hudner is a member of the New York Bar, and is a member
of the Council of the American Bureau of Shipping.
  Trevor J.
Williams, age 66, has been principally engaged as President and Director of
Consolidated Services Limited, a Bermuda-based firm providing management
services to the shipping industry since 1985.  He has been a director
and a Vice President of the Company since 1988 and BHM since 1987.
  John M.
LeFrere, age 65, has been a private investor in and financial consultant to
several major corporations since March 1996.  From February 1993 to
March 1996, he was a Managing Director of Bankers Trust Company of New York in
charge of Research for the Equity Capital Markets Division.  Mr.
LeFrere is President of J.V. Equities Corp., an investment banking firm, and has
been a partner in several research and investment banking firms.
  Hope F.
Hudner, age 58, is a Bahamian and U. S. Citizen and is the wife of the Michael
S. Hudner.  She is a designer and artist and is or has been a director
of numerous non-profit boards during the past five years, including the Board of
Trustees of the Moses Brown School, the Museum of Art of the Rhode Island School
of Design, Perennial Planters, the Development Board of Women & Infants
Hospital and the Development Board of Save the Bay, all located in Rhode
Island.  She is also an officer and director of Navinvest Marine
Services (U.S.) Inc., an affiliate of Mr. Hudner, which acts as agent for the
Company.
 
  Class
B Directors Continuing in Office
  Charles
L. Brock, age 66, is a member of Brock Capital Group LLC, an advisory and
investment firm.  He was a partner in the law firm of Brock Partners
which acted as United States counsel for the Company from 1995 to
1999.
  R.
Anthony Dalzell, age 64, has been affiliated since October 1995 with B+H
Management Ltd. (“BHM”).  He was appointed Treasurer and Chief
Financial Officer of the Company in March 1997.  Mr. Dalzell was
Managing Director of Ugland Brothers Ltd., a U.K.-based shipowner and
shipmanager from March 1982 until March 1988.  From April 1988 until
December 1992, he was General Manager of NMS, Secretary and a Vice President of
the Company.  From June 1993 until October 1995, Mr. Dalzell was
affiliated with B+H Bulk Carriers Ltd.
  Per
Ditlev-Simonsen, age 76, is Chairman of the Board of Eidsiva Rederi ASA, an Oslo
Stock Exchange-listed shipping company with its main interests in bulk, car and
ro-ro carriers.  Mr. Ditlev-Simonsen has more than 35 years experience
in international shipping and offshore drilling.  In the years
1991-1996, he was Chairman of the Board of Christiania Bank og Kreditkasse,
Norway’s second largest commercial bank and one of the world’s largest shipping
banks.  Mr. Ditlev-Simonsen, the former Mayor of Oslo, has served as a
member of the Norwegian Parliament and the Oslo City Council, and as Chairman of
the Conservative Party in Oslo.  He was also Minister of Defense in
the Norwegian Government from October 1989 to November 1990.
  O.
Michael Lewis, age 59, was the Senior Partner of London law firm Peachey &
Co. from 1997 to 2005, having been a partner since 1979.  Mr. Lewis
specialized in advising international shipping groups.  Mr. Lewis is a
trustee of the Boris Karloff Charitable Foundation.
  -4-
 Audit
Committee
  The
By-Laws of the Company provide for an Audit Committee of the Board of Directors
consisting of two or more directors of the Company designated by a majority vote
of the entire Board.  The Audit Committee consists of directors who
are not officers of the Company and who are not and have not been employed by
BHM or by any person or entity under the control of, controlled by, or under
common control with, BHM.  The Audit Committee is currently comprised
of Messrs.  Brock (Chairman), Ditlev-Simonsen and Lewis and is
currently charged under the By-Laws with reviewing the following matters and
advising and consulting with the entire Board of Directors with respect thereto:
(a) the preparation of the Company’s annual financial statements in
collaboration with the Company’s independent certified accountants; (b) the
performance by the Manager of its obligations under the Management Services
Agreement with the Company; and (c) all agreements between the Company and the
Manager, any officer of the Company, or affiliates of the Manager or any such
officer.  The Audit Committee, like most independent Board committees
of public companies, does not have the explicit authority to veto any actions of
the entire Board of Directors relating to the foregoing or other matters;
however, the Company’s senior management, recognizing their own fiduciary duty
to the Company and its shareholders, is committed not to take any action
contrary to the recommendation of the Audit Committee in any matter within the
scope of its review.
  Miscellaneous
  Except as
set forth above, no family relationships exist between any of the executive
officers and directors (or nominees for director) of the Company.  The
Board of Directors has no standing Nominating, Compensation or Stock Option
Committees.
  INTEREST
OF MANAGEMENT IN CERTAIN TRANSACTIONS
  The
shipowning activities of the Company are managed by B+H Management Ltd. (“BHM”)
under a Management Services Agreement (the “Management Agreement”) dated June
27, 1988 and amended on October 10, 1995 and on June 1, 2009, subject to the
oversight and direction of the Company’s Board of Directors.  Mr.
Hudner is President of BHM.
  The
shipowning activities of the Company entail three separate functions, all under
the overall control and responsibility of BHM: (1) the shipowning function,
which is that of an investment manager and includes the purchase and sale of
vessels and other shipping interests; (2) the marketing and operations function
which involves the deployment and operation of the vessels; and (3) the vessel
technical management function, which encompasses the day-to-day physical
maintenance, operation and crewing of the vessels.
  The
Management Agreement may be terminated by the Company in the following
circumstances: (i) certain events involving the bankruptcy or insolvency of BHM;
(ii) an act of fraud, embezzlement or other serious criminal activity by Michael
S. Hudner, Chief Executive Officer, President, Chairman of the Board and
significant shareholder of the Company, with respect to the Company; (iii) gross
negligence or willful misconduct by BHM; or (iv) a change in control of
BHM.
  BHM
employs Navinvest Marine Services (USA) Inc.  (“NMS”), a Connecticut
corporation, under an agency agreement, to assist with the performance of
certain of its financial reporting and administrative duties under the
Management Agreement.  Mr. Hudner is the sole shareholder of
NMS.
  Currently,
the Company pays BHM a monthly rate of $6,743 per vessel for general,
administrative and accounting services, which may be adjusted annually for any
increases in the Consumer Price Index.  During the year ended December
31, 2008, the Company paid BHM fees of approximately $1,200,000 for these
services.
  The
Company also pays BHM a monthly rate of $13,844 per medium range (MR) product
tanker and $16,762 per Panamax product tanker or ore/bulk/oil combination
carrier (OBO) for technical management services, which may be adjusted annually
for any increases in the Consumer Price Index.  Vessel technical
managers coordinate all technical aspects of day to day vessel operations
including physical maintenance, provisioning and crewing of the
vessels.  During the year ended December 31, 2008, Company paid BHM
fees of approximately $2,540,000 for these services.
  The
Company engages BHM to provide commercial management services at a monthly rate
of $10,980 per vessel, which may be adjusted annually for any increases in the
Consumer Price Index.  BHM obtains support services from Protrans
(Singapore) Pte. Ltd., which is owned by BHM.  Commercial managers
provide marketing and operations services.  During the year ended
December 31, 2008, the Company paid BHM fees of approximately $1,896,000 for
these services.
  The
Company engaged Centennial Maritime Services Corp. (“Centennial”), a company
affiliated with the Company through common ownership, to provide manning
services at a monthly rate of $1,995 per vessel and agency services at variable
rates, based on the number of crew members placed on board.  During
the year ended December 31, 2008, the Company paid Centennial manning fees of
approximately $777,000.
  BHES
provides office space and administrative services to Straits, a wholly-owned
subsidiary and owner of the AFDV to be delivered in the second quarter of 2010,
for SGD 5,000 (approximately $3,468) per month. The total paid to BHES for these
services was $13,000 in 2008.
  BHM
received arrangement fees of $232,000 in connection with the financing of the
accommodation barge SAFECOM1 in January 2009 and $300,000 in connection with the
financing of M/T SACHEM in May 2008. BHM received brokerage commissions of
$77,500 in connection with the sale of the M/T ACUSHNET in February 2008,
$313,000 in connection with the sale of the M/T SACHUEST in March 2008 and
$180,000 in connection with the sale of the M/T ALGONQUIN in January 2009. BHM
received brokerage commissions of $40,500 in connection with the sale of the M/T
AGAWAM in August 2009, $41,400 in connection with the sale of the M/V PEQUOD in
August 2009 and $43,500 in connection with the sale of the M/V ANAWAN in
September 2009.  The Company also paid BHM standard industry
chartering commissions of $720,000 in 2008, in respect of certain time charters
in effect during that period. Clearwater Chartering Corporation, a company
affiliated through common ownership, was paid $1,176,000 in 2008, for standard
industry chartering commissions.
  The
Company paid fees of $501,000 in 2008 and $255,766 for the first nine months of
2009 to J.V. Equities, Inc. for consulting services
rendered.   J.V. Equities is controlled by John LeFrere, a
director of the Company.
  The
Company paid fees aggregating $56,000 in 2008 and $121,585 for the first nine
months of 2009 to R. Anthony Dalzell and Dean Investments for consulting
services rendered.  Dean Investments is deemed to be controlled by R.
Anthony Dalzell, the Chief Financial Officer, Vice President and a director of
the Company.
  During
1998, the Company’s Board of Directors approved an agreement with BHM whereby up
to 110,022 shares of common stock of the Company will be issued to BHM for
distribution to individual members of management, contingent upon certain
performance criteria.  The Company issued the shares of common stock
to BHM at such time as the specific requirements of the agreement are
met.  During 2008, there were no additional shares issued from
treasury stock.
  
 As
a result of BHM’s possible future management of other shipowning companies and
BHM’s possible future involvement for its own account in other shipping
ventures, BHM may be subject to conflicts of interest in connection with its
management of the Company.  To avoid any potential conflict of
interest, the management agreement between BHM and the Company provides that BHM
must provide the Company with full disclosure of any disposition of handysize
bulk carriers by BHM or any of its affiliates on behalf of persons other than
the Company.
  For the
policy year ending February 20, 2009, the Company placed the following insurance
with Northampton Assurance Ltd. (“NAL”):
  ·
            66.5%
      of its Hull & Machinery (“H&M”) insurance for claims in excess of
      minimum $120/125,000 each incident, which insurance NAL fully
      reinsured.
  ·
            67.5%
      of its H&M insurance (Machinery claims only) on 6 vessels of up to
      $50,000 in excess of $120/125,000 each incident;
  and
  ·
            67.5%
      of its H&M insurance (Machinery claims only) on 1 vessel up to
      $100,000 in excess of $120/125,000 each
  incident.
  During
2008, the Company paid insurance premiums of $982,000 to NAL (of which $915,000
was ceded to reinsurers) and approximately $196,000 of brokerage
commissions.  The Company had accounts payable to NAL of $397,000 at
December 31, 2008 and $46,700 at September 30, 2009.  NAL paid
consulting fees of $174,000 during 2008 and $130,500 during the first nine
months of 2009 to a company deemed to be controlled by Mr. Dalzell.
  The
Company believes that the terms of all transactions between the Company and the
existing officers, directors, shareholders and any of their affiliates described
above are no less favorable to the Company than terms that could have been
obtained from third parties.
  
  -5-
  BENEFICIAL
OWNERSHIP OF COMMON STOCK
  BY
PRINCIPAL SHAREHOLDERS AND MANAGEMENT
  The following table sets forth
information as of October 22, 2009, concerning the beneficial ownership of the
common stock of the Company by (i) the only persons known by the Company's
management to own beneficially more than 5% of the outstanding shares of common
stock, (ii) each of the Company's directors, nominees for director and
executive officers, and (iii) all executive officers and directors of the
Company as a group:
 
 Number
 Name
      of Beneficial Owner
            of
      Shares
              Beneficially
              Owned
            Percent
      of
              Common
              Stock
      (a)Northampton
      Holdings Ltd.
            2,011,926
            36.22%Michael
      S. Hudner (b)
            3,693,414
            66.48%Fundamental
      Securities International Ltd.
            1,421,848
            25.59%Devonport
      Holdings Ltd. (c)
            1,421,848
            25.59%Harbor
      Holdings Corp. (d)
            202,500
            3.65%Charles
      L. Brock
            2,500
            0.05%R.
      Anthony Dalzell (e)
            57,140
            1.03%Dean
      Investments Ltd.
            54,540
            0.98%John
      M. LeFrere
            2,500
            0.05%Anthony
      J. Hardy (f)
            2,500
            0.05%Per
      Ditlev-Simonsen
            —
            —Trevor
      J. Williams (g)
            3,493,414
            62.88%O.
      Michael Lewis
            2,500
            0.05%Hope
      F. Hudner (h)
            202,500
            3.65%Caiano
      Ship AS (i)
            1,162,467
            20.92All
      executive officers and directors as a group (8 persons)
            3,705,914
            66.71%
 
  (a)
            As
      used herein, the term beneficial ownership with respect to a security is
      defined by Rule 13d-3 under the Exchange Act as consisting of sole or
      shared voting power (including the power to vote or direct the vote)
      and/or sole or shared investment power (including the power to dispose or
      direct the disposition) with respect to the security through any contract,
      arrangement, understanding, relationship, or otherwise, including a right
      to acquire such power(s) during the next 60 days. Unless otherwise noted,
      beneficial ownership consists of sole ownership, voting, and investment
      power with respect to all shares of common stock shown as beneficially
      owned by them.
  (b)
            Comprised
      of shares shown in the table as held by Northampton Holdings Ltd. (“NHL”),
      Fundamental Securities International Ltd. (“Fundamental”), Harbor Holdings
      Ltd. (“Harbor”) and Dean Investments (“Dean Investments”) a Cayman Islands
      corporation. Mr. Hudner is a general partner in the partnership which is
      the ultimate parent of Fundamental and a general partner in the ultimate
      owner of the general partner of B+H/Equimar 95 Associates, L.P. (“95
      Associates”), which is a 60.6% owner of NHL. Fundamental is a 30.3%
      shareholder of NHL. Mr. Hudner and a trust for the benefit of his family
      own Harbor, a Connecticut corporation. Anthony Dalzell is a beneficial
      owner of Dean Investments, a Cayman Islands corporation.  Mr.
      Dalzell and Dean Investments executed a Voting Agreement, dated as of
      September 29, 2006 (the “Voting Agreement”), with the other entities noted
      above. Under the Voting Agreement, Mr. Dalzell and Dean Investments agreed
      to vote shares as determined by the majority in interest of the
      group.Accordingly, Mr.
      Hudner may be deemed to share voting and dispositive power as an indirect
      beneficial owner of the shares held by NHL, Fundamental, Harbor and Dean
      Investments.
  (c)
            Devonport
      Holdings Ltd. is a general partner of the partnership that is the ultimate
      parent of Fundamental and is also a general partner in the ultimate owner
      of the general partner of 95
Associates.
  (d)
            Comprised
      of shares reissued by the Company during 2007, upon exercise of options
      granted to B+H Management Ltd.
  (e)
            Includes
      54,540 shares held by Dean
Investments.
  (f)
            Mr.
      Hardy will retire as director after the Annual
  Meeting.
  (g)
            Comprised
      of shares shown in the table for NHL, Fundamental, Dean Investments and
      2,500 shares held individually. Mr. Williams is president and a director
      of Fundamental and the president and a director of 95 Associates.
      Accordingly, Mr. Williams may be deemed to share voting and
      dispositive power as an indirect beneficial owner of the shares held by
      NHL, Fundamental and Dean
Investments.
  (h)
            Includes
      202,500 shares shown in the table for Harbor, of which she is an
      officer.  Does not include other shares beneficially owned by
      Ms. Hudner’s husband, Michael S. Hudner, of which Ms. Hudner disclaims
      beneficial ownership.
  (i)  Per
VPS Registered Shareholder list.
 
 -6-
 LEGAL
PROCEEDINGS
  There are
no material pending legal proceedings to which the Company or any of its
subsidiaries is a party or of which any of its or their property is the subject,
other than ordinary routine litigation incidental to the Company’s
business.
  INDEPENDENT
PUBLIC ACCOUNTANTS
  Ernst
& Young LLP was appointed as the Company’s Independent Registered Public
Accounting Firm in January 2006.  The Company does not expect a
representative of Ernst & Young LLP to be present at the Annual
Meeting.
  EXEMPTIONS
FOR A CONTROLLED COMPANY ELECTION
  The NYSE
Amex  (formerly the American Stock Exchange) has established specific
exemptions from its listing standards for controlled companies, i.e., companies
of which more than 50% of the voting power is held by an individual, a group or
another entity.  The Company is a “controlled Company” by virtue of
the fact that Michael S. Hudner, Trevor Williams and R. Anthony Dalzell, each an
officer and a director of the Company, jointly control a majority interest in
the stock of the Company.  Messrs. Hudner and Williams, together with
certain other entities, have filed a Schedule 13D with the Securities and
Exchange Commission (“SEC”) affirming that as members of a group they share
voting power of over 66.5% of the Company’s outstanding voting
stock.  Mr. Dalzell and an affiliated entity have agreed to cause
their beneficially owned shares to be voted with Messrs. Hudner and
Williams.  Please see “BENEFICIAL OWNERSHIP OF COMMON STOCK BY
PRINCIPAL SHAREHOLDERS AND MANAGEMENT.”
  The
Company has elected to rely upon certain of the exemptions provided in the NYSE
Amex rules.  Specifically, the Company will rely on exceptions to the
requirements that listed companies (i) have a majority of independent directors,
(ii) select, or recommend for the Board’s selection, director nominees by a
majority of independent directors or a nominating committee comprised solely of
independent directors, and (iii) determine officer compensation by a majority of
independent directors or a compensation committee comprised solely of
independent directors.  Notwithstanding the above, the Company’s
current practices include (i) selecting director nominees by the full Board of
Directors, and (ii) determining officer compensation by a majority of
independent directors.
  OTHER
MATTERS
  The
Company is unaware of any matters, other than those identified above, which will
be brought before the Annual Meeting for action.  However, if any
other matters properly come before the Annual Meeting, it is the intention of
the persons named in the enclosed proxy to vote such proxy in accordance with
their judgment in such matters.
  In
accordance with the Company’s Articles of Incorporation, no individual shall be
elected a director (other than the existing officers and directors of the
Company and persons elected by the directors then in office to fill a vacancy)
unless the name of such person, together with a written consent to serve if
elected and such written information as may at the time be required by or
pursuant to the Company’s By-Laws, shall have been filed with the Secretary of
the Company at its executive offices in Hamilton, Bermuda, no later than the
adjournment of the Annual Meeting of Shareholders for the year immediately
preceding the Annual Meeting at which such person intends to be a candidate for
director, or 12 months prior to the day on which the Annual Meeting is to be
held, if the person intends to be a candidate for director at a Annual Meeting
of Shareholders.  There is no Annual Meeting of Shareholders for 2010
scheduled at this time.
  Pursuant
to the Company’s By-Laws, the Board of Directors has resolved that the following
written information, given under oath, must be submitted by persons seeking
election as director in accordance with the above-mentioned procedure: (1) any
information relating to the candidate and his affiliates which would be required
to be disclosed in a proxy solicitation for the election of directors of the
Company pursuant to Regulation 14A under the Securities Exchange Act of 1934,
including, but not limited to, the information required by Items 103, 401, 403
and 404 of Regulation S-K of the Securities and Exchange Commission; (2)
description of the candidate’s experience in the shipping industry and other
qualifications of the candidate which in his view would make him a suitable
director of the Company; and (3) a description of the candidate’s reasons for
seeking election to the Company’s Board of Directors, which description must
include any plans or proposals which the candidate may have which relate to or
would result in any of the actions described in Item 4 of Schedule 13D under the
Securities Exchange Act of 1934.  Such information shall include an
undertaking to submit to the Secretary of the Company a statement amending any
of the foregoing information promptly after any material change occurs in such
information as previously submitted.
  IT
IS IMPORTANT THAT YOUR PROXY BE EXECUTED AND RETURNED PROMPTLY, NO MATTER HOW
SMALL OR LARGE YOUR HOLDING MAY BE!
  Dated:                      November
10, 2009
   
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