NORTH N.Z. WOOLLEN MANUFACTURING COMPANY. THE COMPANY TO BE VOLUNTARILY WOUND UP. A STORMY MEETING. Auckland, September 26.

Te Aroha News, Volume VI, Issue 303, 29 September 1888, Page 4

NORTH N.Z. WOOLLEN MANUFACTURING COMPANY. THE COMPANY TO BE VOLUNTARILY WOUND UP. A STORMY MEETING. Auckland, September 26.

An oxfcraordinary general meeting: of shareholders in the North New Zealand Woollen Manufacturing Company was held at the large room, New Zealand Insurance' Buildings, yesterday afternoon, the object of the adjournment having been to allow application being; made for 10,000 preference shares, bearing a preferential dividend, of 8 per cent. There was a good attendance of shareholders, and Mr B. C. Barstow (Chairman of Directors) occupied the chair. The Chairman, having stated the object of the mooting, said bti'ab Mr Ivey, manager of the Bank of New Sooth Wales, had written a letter, which he would like very much to have read to the meeting, but under the Companies Act, which prevented the introduction of any fresh business, he was unable to do so. The gist of the letter was that the Bank was hardly treated on account ot what he (the Chairman) said, or on account of what he was reported to have said. He wished to state that the directors had no ground for complaint, that they had nothing of that sort cfr shape to say as to the way in which they had been treated by the Bank of New South Wales. They could find no possible fault with the manner in which they had been treated by that institution. The Bank, in fact, gave them notice months before that things must come to this. The Bank had always been forbearing. The Chairman called upon Mr Hutchinson to give information as to hovy many preference shares had been subscribed. Mr Hutchinson said that he could not tell. At the meeting held in Onehunga the other night there was a large number in favour of taking these preference shares, butnocanvass was made in the room. There were about 60 or 70 present, and the show of hands was in favour of taking up the preference shares. They thought that the Secretary of the present Company would take their applications. Perhaps the Secretary could say how many applications had been received. Mr Barber : Only one ; Mr James Wallace, of Papatoitoi, has applied for 100 shares. The Chairman said that the directors were only waiting to see the issue of this affair. If the 10 per cent, debentures had been issued, the directors would have been willing to take up a large proportion if they had met with any liberal response. But this attempt, as the other attempt, had ended in failure. They wanted 10,000, and the applications were for bub 700. He therefore asked how shareholders could blame the directors, who had tried this very scheme which the shareholders subsequently endeavoured to bring into operation. Now they had come to this, and the question to be considered was what was to be done. The only thing he could see to be done was to carry out the original resolution. The intention of that was to re-form the Company and to sell to such of the shareholders as would come into the Company as a going concern, thus qi v ing every shareholder ior a certain space of time, say six or nine months, an opportunity to come in again. He did not know any other way of carrying the affair out. He might say that within the last twenty minutes he had been told by a gentleman in business here that if the Company was going into the market he would like bo be given a chance, because he knew a Southern gentleman who would like to be a purchaser. If they could nob buy for I themselves, he (Mr Barstow) feared that the thing would pass out of their hands. j Mr Hill : Would he carry the mill on here or take it down South 1 The Chairman : I cannot say. I have no notion. The resolution before you is this : " That it has been proved to the satisfaction of this meeting that the Company cannot, by reason of its liabilities, continue its business, and that it is advisable to wind up the same, and accordingly that the Company be wound up voluntarily." I may say that since then a writ has been issued, nob by the Bank, but by i another party, for a debt owing — a firm of solicitors to whom money has been owing for some time. j Mr Burns said that as he had moved I the adjournment he telfc called upon to say something. He felt very much disappointed, because he had expected that not only shareholders but outside friends would have come forward and taken shares. If they had done so, that would have been the preferable course. He believed they could get upon mortgage £8,000 \ at 6£ per cent., and interest would be £510 ', annually. The charge upon 10,000 preferj ence shares, bearing 8 per cent., would be I £800, and this would make a firsb charge of • £1,310 upon the earnings of the Company. l < Taking recent experiences in the matter of production, they could turn out without any difficulty £1,400 a month. That gave £16,800 as the turnover for a year, and allowing that they got ' only 15 per cent, profit, there would be a surplus of £1,210 upon the year's trade. He thought that there had been a great mistake somewhere, inasmuch as the shareholders had not come forward to take up these preference shares, because they would have got nob only 8 per cent., but probably an additional profit. • ' The Chairman : Your views were precisely those of the directors when they issued the circular in May, and finding that a failure, they fell back upon what appears to be the only course open. Mr Burns : It was the brave words spoken at Onehunga that encouraged me to take a more sanguine view of the Company's affairs. The Chairman : I am sorry to say that more than one-third of the Onehunga shareholders aro in arrear with fcheir calls. Mr Morton : Is it a fact that some of those sitting on the directorate have paid next to nothing ? 1 The Chairman : Every director has paid every farthing of calls, and, in fact, some of them have advanced more than their calls. - ' Mr Morton : lam glad to hear that. (Laughter. )' Mr Hutchinson said that the meeting at Onehunga was treated to a good" many statements which he to be mvv correct, and ' a 'good many' of . these statements' emanated from- the late.-Secre-tary. The feeling of - the shareholders was that that -the directors were nob serving their interests when .they delayed the floating .of preferential shares till May 11. The only thing he saw now to be done was to wind -, the Company up to the best advantage 'in oi'der that the share--i jholders might get something' for .the money;. ! 'they" had in vested J v '-'"' ' ' : '' • ,i M^ Morton said he would not stand-by*; and hear anyone Imoek down, the late 4 Sec- < 'retary, who q!wft9'>'now.« •& ' defenceless man. " The late Secretary had given a clear account. 7of j thfe * aliairs of^ thej ; ,Company < up , ~ to th^ time wHeiv.he^resignedij^Vpi-" » $->„&• r*V^ 7 vThe Chairman: L don't t know,whether I am the person charged- with knocking down

the late Secretary. , If so, I would say the late Secretary has tumbled, of bis own ac- , cord. This meeting is called for a definite purpose, and cannot entertain any other proposals. Mr Morton : I believe the Company could be floated for £6,000, if people had confidence in the directorate. The Chairman : The directors have spent a great deal of money and have given a great deal of time without fee or reward. ' They have tried in every way to foster the productions of the mill. Now that Mr Morton has said so much, perhaps he will pay the balance of his calls. That would be more to his credit. Mr Morton : How much do I owe ? The Chairman : 255. Mr Morton : Let the Company be floated on the London markeb, and there's 60s in the £ for the Company, but let us take it out of the hands of the Bank. I'll stake £1,000 that if this is done money will come forward to liberate the Company. The Chairman : We will be content to take 25s from you, Mr Morton. Mr Morton : When it is really requisite it will be forthcoming. Did you go to the manager of the Bank and ask him to put on the ecrew ? The Chairman : Certainly not ; and although he had a right to step in weeks ago, he agreed to give us a month to see what we could do. Mr Morton said that 3,300 shares had been subscribed by the directors in the newsyndicate, and it consequently appeared strange that there were now only 700 subscribed by the old Company. The Chairman said that the directors had tried before, and half the preferential shares were subscribed by the directors, but other people would not take any. They then waited to see what the shareholders would do, and they had done nothing. Mr Brookfield: What is the object of winding up the Company ? Is it so that the new Company may buy from the liquidator ? The Chairman : No. The Secretary observed that Mr Brookfield was not a shareholder. Mr Brookfield : lam acting on behalf of a shareholder who has 100 shares, unfortunately. The Chairman : The only object is that if we appoint a liquidator we can appoint a friendly liquidator ; if the Bank appoint a liquidator we do not know what the liquidator may do. Mr Brookfield said he did not see what the meeting was to gain by appointing a, liquidator if the Bank was going to sell the concern. The Chairman : We may get enough to liquidate the , debts without making the farther calls proposed. Mr Brookfield : You cannot make further calls, because you are fully called up. The Chairman : A great many calls have not been maie on the later shares. Mr Brookfield : Surely these people are liable as well as the original shareholders ? The Chairman : So they are. Mr Brookfield : What shall we gain by the appointment of an official liquidator except expense ? The Chairman : We cannot get an official liquidator under £200 or £300, and i am sure we can do it for a less amount, not to speak of law costs. If you stop your mill for three w«eks it will be worth £500 less, and if you stop it fur six weeks it will be worth £1,000 less. Mr Brookfield : When this liquidator is appointed would the Bank seize under the mortgage ? The Chairman : Not if the Bank is paid off. Mr Brcokfield : Where is the liquidator to get the money ? The Chairman : How do you know the liquidator has not the money ? Mr Brookfield : Well, if he has he ought to have paid it in before this. If the liquidator can borrow we can borrow. What property will the liquidator have that we have not got now ? I would like to see the saleof this business put up to competition, and not sold to the neAV company. The Chairman : It is nob to be sold to a now company. You are undoubtedly misinformed, or you have been told what is untrue. The Bank had given us notice, and it was taken into consideration what could be done to save the interests of the shareholders, and with that view a number of us put our names down as to the amount of money we were prepared to find, and we were prepared to put our hands in our pockets to buy this thing for the benefit of all the shareholders. Mr Brookfield : You told us it was going to be sold to go down South. The Chairman : Then allow me to contradict you flatly. I said it might be. Mr Brookfield : Then I misunderstood you. The Chairman : You did misunderstand me. I have been misunderstood a great deal in this matter. I have spent a great deal of money and taken a great deal of trouble, and this is the result. Mr Brookfield : What I say is that the business of the Company should be put up to public competition, and not sold to any liquidator privately. The Chairman : I did nob know it was ever intended to sell it private^. Mr Brookfield : You told us the money could be obtained by the liquidator between now and Monday. Unless there was some arrangement, you could not have said such a thing. The Chairman : It was after our last meeting that I was told where a large quantity of the money could be got. I have stated facts plainly and straightforwardly, without mental reservation of any kind. The formation of a new company was never dreamed of until the Bank notice was given. It was specially in our programme that the shareholders should be invited to come in : therefore, what were we doing to injure the shareholders ? Mr Brookfield : They ought to be entitled to anything over the debts. The Chairman : So they will. Mr Morton rose to address the meeting, and the Chairman remarked that he had taken up a good deal of time already. Mr Merton : That is what brought me here. The Chairman : You have not paid your calls, and you have no right to vote. Mr Morton: It is for the good of the shareholders that lam present. I just want to ask if this liquidator can find this money, what guarantee have the shareholders that they will get any shares ? The Chairman : I cannot give any guarantee at all. Ido not know that if a company was formed to purchase this they might get more. It i 3 only to prevent it being sacrificed. Mr Morton : If you gave .a guarantee I think I could have got a thousand or so. The Chairman : I think you had better pay for those you have got. Mr Morton : I think I have paid as honestly as eyer^ you have. Why did you make Mr Bennett.pay'£s7 for calls to one of the director's ? "; How. -can you tell this meet- , ing you, have all paid jour calls 1 ' i , The Chairman- said ,he knew nothing aboiit t thi%£s?i when Mr Morton handed* up .a written* st^eme^t'abqut it. - 4 •i, t Mrßarstow said h© knew, Mr Bennetts -writing, very 'well,' and Jie could say t that .the statement wasrabputi^ as, true as, other statexUjeptis '-h^hal^nfade. - J-rnoney preferred r^ to Jwas^legitimately due bjrthjejGonipahy, and had toibelpaid^.' v rYv w ?"~'? W| i '"' : '• ' V

Mr J. .Batger was called upon to speak. He said that lie really felt so disgusted that Ihe could say nothing. (Lauehter.) ' . Mr Hutchinson :,1 would like to ask why , Mr. Batger is disgusted. The feeling uf the shareholders- is simply that they don'b want their property to be thrown away. Mr Batger : At the last meeting of the shareholders it was distinctly stated that the property was to be sold for the very best price that could be got, and yet gentlemen stand up and accuse the directors of wishing to sell it to their friends for less than it is worth. But I had better not speak, sir, because I am not master of myself in this matter, (Laughter.) Mr Morton : You had better keep your seat then. (Laughter.) After some further argument of a desultory character, the resolution was put, 22 hands being held up for, and 23 against. The Secretary then proceeded to take down names to ascertain if all had the right to vote. Mr Hutchinson said that there would be no division of opinion if the directors would undertake that the property would be sold by public tender. In answer to questions, Mr 'Barstow said 3 *he did not think the property would fetch more than £16,000. Mr Batger said that it had been suggested that the Chairman and Secretary should be appointed liquidators, and he thought that matters might be settled if he stated that these gentlemen were prepared to submit the propei ty to public competition. (Applause") After further argument the resolution was pur, and carried unanimously. Mr Batger moved that Messrs H. C. Barstow and Joseph Barber be appointed liquidators. These gentlemen, he said, would undertake to dispose of the property by competition to the best advantage. Mr Hutchinson seconded. Mr Morton proposed Messrs Br. C. Barstow and Peter Clark. Mr Mclntyre seconded. Mr Butcher proposed that Mr Groom's name be added. On a vote being taken, Messrs Barstow and Barber were elected by a large majority. The meeting concluded with a vote of thanks to the Chairman.