Report of Proceedings at Meeting of Share-holders in Guthrie and Larnach's Woodware Co., held at the Company's Office, on Tuesday, July 18th, 1882, at 2.30 p.m. Mr. Larnach in the Chair.
There were also present the following Shareholders: Messrs. D. Blackie, A. W. Bremner, G. S. Brodrick, Hugh Calder, A. D. Denovan, T. Fogo, J. Gray, H. Guthrie, W. Guthrie, R. Haworth, G. H. Marsden, J. Robin, H. E. Shacklock, B. Sievwright, G. A. Smyth, J. Stait, R. Stout, R. Tapper, J. Walker.
Mr. W. Guthrie presented proxies in his favor from Messrs. C. M. Gray, W. Paisley, Thomas Taylor.
At the request of the Chairman the Notice of the Meeting was read as follows:—
In the matter of "The Joint Stock Companies Act, 1860," and the Amendments thereof, and in the matter of "Guthrie and Larnach's New Zealand Timber and Wood-ware Factories Company, Limited."
To the Shareholders ofGuthrie and Larnach's New Zealand Timber and Woodware Factories Company, Limited.
Notice is Hereby Given that an extraordinary General Meeting of the Shareholders of the above-named Company, will be held at the Company's Office, Princes Street, Dunedin, on Tuesday, the 18th day of July, 1882, at the hour of 2.30 o'clock in the afternoon, and that at such meeting it is intended to propose the following Special Resolution:
"That Guthrie and Larnach's New Zealand Timber and "Woodware Factories Company, Limited, be wound up "voluntarily under the provisions of 'The Joint Stock "Companies Act, 1860.'"Dated at Dunedin, this
6th day of July, 1882.
Walter Guthrie,Managing Director.
The Chairman:—Well, Gentlemen, you have heard read to you the Notice of the business for which this meeting has been called to-day. It is not a very pleasant one so far as I or any of you are concerned. It will, therefore, best serve the object of this meeting if I relate to the Shareholders how this state of things has come about, and then if any of you have any remarks to make, or questions to ask, I shall be happy to listen to them, and to answer them so far as in my power.
The last time we met was to discuss the question of the Annual Balance-sheet, which, in a sense, was not satisfactory, as it left a large amount to be made up for losses. But, from the Managing Director having reported that the Branches had been closed, and the Company's business relieved of the drag that had so long been placed on it, there seemed better cause for anticipating that the Company would be able to make sufficient profits in the future, so that past losses might be made up. I may say, that when we parted after consideration of the last Balance-sheet, it was thought that if the business improved to a reasonable extent, since those drawbacks or suckers—the Branches—had been disposed of, the affairs of the Company had a better chance of reviving than had been afforded them since the commercial panic of 1878, caused mainly by the failure of the City of Glasgow Bank. However, for some reasons, best known to themselves, whether owing to impending changes in the financial barometer, and of which they might have warning, or to the probability of the money market being tightened, or other reasons, our Bankers recently sent this Company notice that its account must be reduced considerably. They suddenly communicated with the Directors of this Company with that view, and addressed a letter to them which I will have read to you presently. Under these circumstances your Directors looked about and considered seriously as to ways and means in order, if possible, to meet the views of the Bank. They were most wishful to do this, because in one respect their Bankers had been indulgent in the extreme, and almost lavish in kindness, so far as giving the Company whatever monies were wanted. But I need hardly tell you, that when dealing with such large figures (for they are undoubtedly large figures), it was impossible for your Directors to take such steps as would satisfy the Bank, and they had therefore to communicate with the Inspector of the Bank, and say to page 3 him that nothing could be done unless by the Company taking the course which it is now proposed to do. It was clearly seen and unmistakably shown to us that the only way of meeting their views in order to find the amount of money required by the Bank, would be to put the whole concerns of this Company into liquidation, hence this present meeting. I may say distinctly, that the course the Bank has token was never anticipated, or the Directors would have felt themselves bound to have indicated such to the Shareholders on the occasion of our last meeting. At any rate, I, as Chairman, would have done so, and made known to Shareholders that such an event was possible. It is not, of course, for us to say what our Bankers' reasons are for their present action in this matter. Their reasons are doubtless very good according to their own view of the question. No doubt, as prudent Bankers, they have considered the question fully, and from every point of view, before writing their letter of the 14th June last. It is not, certainly to my mind, surprising that they should have written in that way, as the figures are indisputably large, nor is it for us here to ask from the Bank the whole of its reasons tor this step. It truly could not be said that the figures were new to our Bankers, or that they had suddenly grown large, and the Bank had been taken by surprise, so that we may presume that the Bank had no doubt given the whole matter very grave consideration; and, therefore, it may be said that we have no right to find fault with our Bankers' decision. Their letter to the Company is as follows:—
page 4Bank of New Zealand, Dunedin,
14th June, 1882.
The Managing Director,Guthrie and Larnach's New Zealand Timber and Woodware Factories Company, Limited.
I am instructed to state that my Directors require a large reduction in the indebtedness of your Company to the Bank, and I am to request your Board to take such measures as will presently effect this.
I am, dear Sir,
Gibson Ferrier, Manager.
On receipt of this the Managing Director, Mr. Guthrie, interviewed the Inspector of the Bank, and the result of that interview, I gathered, was to make it plain that there was no middle course that could be taken. The Bankers professed anxiety to study the interests of our Shareholders so far as to suggest and recommend a voluntary liquidation, but they seemed determined, and said so, that liquidation must take place, in the hope that they might be able to call in as much of their money, and in as short a time as possible. The whole matter was very seriously thought of by your Directors in all manner of ways for days, with the single object of saving as much of the Shareholders' money as might be possible under the circumstances. Lastly, your Directors determined to address a final appeal to their Bankers in our Share-holders' interests when the situation appeared to them a sine qua non that liquidation—voluntary or official—must take place. I will now read to you the letters referred to.
June 22nd, 1882.
Dear Mr. Murray,
I have been waiting to see Mr. Larnach, but up to the present he has not arrived.
Mr. Sievwright thinks it would be better to go for complete liquidation than to run the risk of disposing of the ironmongery without the consent of Shareholders. I am quite agreeable to this course, and have no doubt Mr. Larnach will be also. That being so we had better see to the reduction of Bank figures in every other way possible before liquidation. I presume you do not wish us to proceed further in the direction of calling a meeting until you return from Christchurch, when Kelsey and Co. and other matters will have been settled.
Yours faithfully, (Signed),
W. Guthrie. Manager.
Bank of New Zealand, Dunedin,
22nd June, 1882.
Walter Guthrie, Esq.
My Dear Sir,
I have yours of this date. The determination of the Directors is no doubt a judicious one. Let the meeting be called at once. I want it to be held and over before I go North. Give such notice as your Articles require, allowing time to get proxies from Auckland. The Directors having determined to go for complete liquidation, the Bank prefer an independent liquidator, and would not assent to voluntary liquidation unless the person appointed had its approval. This could be easily arranged.page 5
Now that the course has been decided on let there be no unnecessary delay The question of figures is of very minor importance. The arrangement with Kelsey can easily be made in the interim.
I suppose you could hold the meeting early next month—say about the 4th or so.
Yours truly, (Signed),
John Murray. Inspector.
27th June, 1882.
John Murray, Esq.,Inspector Bank of New Zealand, Christchurch.
I am in receipt of your letter of 22nd inst. in reply to mine of same date, and regret to notice that you have treated as official, what was meant to be, and was, merely a private note. You must have mis-understood me when you say the determination of the Directors is, no doubt, a judicious "one." The Directors had not come to any determination. I merely said that I had mentioned the matter to Mr. Sievwright, who thought it would be better to go in for complete liquidation rather than detach the Ironmongery without the consent of Shareholders.
Your letter, however, was laid before the Directors at an informal meeting held to-day, and the subject of liquidation fully gone into.
I was then deputed to write and ask you to kindly lay the position again before your Board for re-consideration.
The position is not likely to become worse, and everything apparently points to a change for the better. Trade is improving, and the value of property increasing considerably, and to liquidate the Company at this juncture, when probably the property assets would not realise more than one-third of their value, would, I feel sure, cause Shareholders, with much reason, to conclude that their interests had not been sufficiently studied.
Mr. Larnach, as you are aware, is largely interested in the concern, holding somewhere about £64,000 of fully paid-up shares, and he is naturally averse to a complete sacrifice of his entire interests, in addition to the private securities held by the Bank, more especially as he feels with me, that now, that the unprofitable branches have been cut off, the Company has a chance of righting itself.
The Directors are most anxious to reduce the Company's indebtedness to the Bank, and to meet this, would consider the advisability of detaching the Ironmongery, provided a suitable purchaser could be obtained, and that the price was satisfactory, and this, with the disconnecting of Paisley and Company and Kelsey and Company, and their discounts, would reduce the indebtedness by about £150,000.page 6
The Directors feel, however, that they could not conscientiously, in the interests of Shareholders, consent to voluntary liquidation at present, as although the Company has not been a successful one during the last three years, and the properties, which form a considerable portion of the Company's Capital, may have deteriorated on that account. As to their market value at the present time, the forced disposal of them just now would mean a complete sacrifice, while on the other hand, if time were allowed, I have no doubt they would realise their cost, or, at all events, a considerably larger amount.
In conclusion, seeing that the operations are now confined almost entirely to Head Office, and the chance of further loss reduced to a minimum, I would ask you to consider whether it would not be advisable in the interests of all parties to let matters continue as at present until the end of the current financial year, five months of which have already expired, when, should it be found that the position of the Company had not improved, liquidation might then be gone on with. Failing your ability to comply with this, however, I trust you will see your way to suggest some medium course which will be more in consonance with the interests of all concerned.
I am, dear Sir,
Walter Guthrie, Managing Director.
Assistant Inspector's Office, Bank of New Zealand, Christchurch,
29th June, 1882.
Walter Guthrie, Esq.,Managing Director, Guthrie and Larnach's New Zealand Timber and Wood ware Factories Company, Limited.
I am in receipt of your letter of 27th instant.
I was not aware that I had treated your Mr. Guthrie's letter of 22nd instant officially, nor am I now aware upon what grounds Mr. Guthrie concludes that I did so.
As to your letter now under reply, I can but repeat what has again and again been verbally conveyed to you, viz.: that the Bank's determination to require a large reduction in your Company's indebtedness is absolute. Ample time has already been afforded your Directors to adopt measures in co-operation with the Bank for realisation of your Company's assets in a way calculated, as far as possible, to conserve the interests alike of creditors and shareholders.page 7
Any further delay to meet the Bank's requirements will oblige the Bank to take action in its own interests only, and if the interests of the Shareholders suffer in consequence, the responsibility will rest with their Directors.
While wishful to avoid writing in a manner which might be regarded as unduly peremptory, it is necessary that I should request your Board to understand that further delay cannot be permitted.
John Murray, Inspector.
You have just heard the letters read, and the gist of our present position is there. As regards the allusion to the ironmongery business, it was a proposal made to your Directors by their Bankers to lop off that portion of the business and dispose of it if a fair price could be obtained. But your Directors did not think that they would be justified in disposing of such an important limb of the whole corpus—such a chief part of the Company's business—without the consent of our Share-holders, and for that reason, among others, they thought it better on the whole to consent to take steps to bring about a voluntary liquidation, and with that view they have called you together to-day to explain the position of matters to you. There is, I think, no more at present for me to say The whole history of this sudden change in the Company's existence is now explained, and it only remains for me to put the resolution, which is now in your hands, to the meeting; and if any Shareholder wishes to ask me any questions, I shall be happy to answer him. I will put the resolution now, but before taking your votes upon it I will give sufficient time for questions to be asked and for remarks to be made in relation to the business before you.
The resolution was then put by the Chairman to the meeting as follows:—"That Guthrie and Larnach's New Zealand Timber and Woodware Factories Company, Limited, be wound up voluntarily under the provisions of "The Joint Stock Companies Act, 1860," and was seconded by Mr. Haworth.
Mr. Robin enquired whether it were intended to have these proceedings reported.
The chairman explained that at present it was not. It would be necessary if they passed the resolution before the meeting to-day, to hold page 8 another meeting not sooner than a month hence, and if, in the meantime it went forth to the public that the Company's affairs were to be hurriedly wound up, it might be supposed that the assets could be bought for little or nothing. The Directors wished to avoid doing anything that might tend to depreciate the value of Shareholders' interests, hence their reasons for not wishing the proceedings of the meeting given to the Press just now.
(After a few minutes' pause)
The Chairman said:—Well, gentlemen, from your silence I gather that no one among you is in a position to help us, and that no one has any suggestion to make to prevent the course proposed being taken. Consequently, I see no good reason for delaying any longer putting the Resolution to the vote, and I will now put it again.
Mr. R. Tapper: I would like to say a few words first, Mr. Chairman. I may say that I have tried to get as much information as to the carrying on of the Company as I could, but you are all well aware that I laboured under a disadvantage in being so far from head-quarters, that I could not always attend the meetings. When I did look into the affairs of the Company lately myself, I imagined, as far as I could see, that it was, in Shareholders' interests, insolvent. I may tell you that I was not surprised at the Bank acting in the way it has recently done, but I am very much surprised that it did not take this course before. They know best why they did not. Perhaps it was on account of the last balance-sheet which opened their eyes as to the position of the Company. I would like, however, for a distinction to be drawn between myself and any previous Directors. I beg to state that the means by which the Company has been brought into its present position I have had no hand in. I do not wish to blame the Directors. Multitudinous causes have brought affairs to their present condition, but I consider that they are not free from blame. The Company's business has been carried on in an unfortunate manner, and the General Manager of the Company has not had that support from either his fellow Directors or the Shareholders that he should have had. I do not know that I am required to state how I get my conclusions, but I have thought, gentlemen, that you have not looked after your own interests page 9 sufficiently, and that we have all got our deserts—(Cries of Oh !) Some one says Oh! but I say if you will not look after your own interests no other person will do it for you. I know very well the causes that have brought this about.
Mr. Robin: Let us hear them, then. Not having Mr. Tapper among the Directors before, was one, perhaps.
Mr. Tapper: For one thing, there were too many people here receiving an indirect interest from the Company, and it was not likely that they were going to set themselves in opposition to the Company. Their interest, I say, has been in an indirect manner. Other Share-holders, again, have been working for the Company—far too many—and it was not likely they would oppose the Company. They had too much to lose; it was their bread and butter. Coming to Mr. Larnach, our worthy Chairman, I have no fault to find with him. He has had a large interest in the concern, but he has not taken part in the management sufficiently to protect himself. The other Directors I will not say anything about, but they never should have allowed the Company to get into the state they had. They knew on what basis their Bank advances were obtained, and they should have known more of the position of the Company than the Shareholders. It seems astonishing how gentlemen can come before the Shareholders and make promises like they have done, saying that we might hope for better returns next year, when it now appears impossible. The affair was, in fact, in a bad way before I joined it, and I hope you will remember that I have had nothing to do with this state of affairs. Some little time ago I asked the Directors for certain information, and they threw obstacles in the way of my obtaining it, saying I should have to bring it before a meeting of the Board of Directors, of which I was one.
The Chairman: Was it not said as well by letter that you could have it by calling at the Company's office.
Mr. Tapper: My answer was that the people who elected me to the Board of Directors to look after their interests never thought it was part of my duty to hunt through the Company's books for any information I wanted. My time is valuable, and I have not the same opportunity of inspecting the books that others have. Another thing I will mention; page 10 I think, at the time the Christchurch and Invercargill Branches were bought from the Company—knowing who bought them—the first thing the Directors should have done was to choose another General Manager for the Company. The present one, Mr. Guthrie, had a practical interest in propping up those two branches. It was antagonistic to the interests of the Company that their General Manager should be interested in two branches outside this Company, and I cannot say why they have done it.
The Chairman: I will say a few words in answer to Mr. Tapper It is perhaps as well that I should, and I will deal with his last remark first—that about our General Manager having an interest in those branches. It was some time ago, as I mentioned, determined by the Shareholders that the branches should be got rid of, if only a purchaser could be found willing to give a fair and proper price, and the only way by which a purchaser could be got to give that price, and the Bank induced to agree to such a transaction, and to lend its assistance thereto, was by Mr. Guthrie taking an interest in the said branches. Under these circumstances the Directors had no other alternative, and agreed to sell. If Mr. Guthrie chose to place himself in that position we had nothing to do with it. No other Director cared whether he took part in the purchases or not, provided that the Company's Bankers were satisfied that he should do so, and the interests of the Company were benefited thereby. I personally would not have taken such an interest I must say. I felt as a large Shareholder that it was not in my way. But the prices paid for those branches were good, and if Mr. Guthrie agreed to take a share with responsible parties outside of the Company, and the Company by that means was enabled to sell and get the best prices for its branches, the Directors were bound in justice to the interests of Shareholders not to lose the opportunity of making a sale.
Mr. Tapper: Allow me to correct you, Sir; It was not the buying or selling of the branches that I objected to, but retaining Mr. Guthrie in the position of general manager after the transaction had been completed.
The Chairman: Well, I may say that in any business that has since been done between those branches and the Company, Mr. Guthrie has refused to treat directly. I say that in justice to him. Any such page 11 business was delegated to some other of the Company's principal officers. To come to another point in Mr. Tapper's remarks. As to the Bank having been led to take the view of matters they so recently have done from the fact of seeing the last balance-sheet. There also Mr. Tapper is in error, as the Bank was made aware of the probable condition of the balance-sheet before the Shareholders were. Mr. Guthrie was in Auckland at the time, just previous to the Annual Meeting, and he has informed me that one or more of the Bank's chief officers were made aware of the approximate figures. As to the Bank not knowing the position of the Company, as referred to by Mr. Tapper, I look upon that statement as hardly worth discussing here. I was, as many of you know, absent from the Colony for about two years. I had been, unfortunately, taking part in politics at the time the Company came into existence, and from one cause and another I was seldom in Dunedin, except for a few days, just prior to my taking my departure for England at the end of February, 1878. I was absent for about two years, and the mischief had been done before my return. I can, however, say this much—that I believe during the whole of that time, and ever since, the Bank has had a more intimate acquaintance with the affairs of this Company than any single Director excepting Mr. Guthrie. I include even any of the former Direct ors, and so far as their knowledge of the position of this Company is concerned, I can say that I had occasion to write to the Bankers of this Company from England, and I pointed out to the Bank (early in 1879) that they were giving too much money into the hands of the Company for opening branches, and that I would not be responsible for the consequences. I wrote at least on three occasions in that direction during 1879. I would not have alluded to this fact, but for the remarks of Mr. Tapper, and I now do so in justice to myself, so that the Bank and I may be put in our relative positions and that we may better understand one another. Then as to Mr. Tapper's remarks to us as Shareholders, that we all deserved what we were likely to get, whatever that may be. I can only say that if we do, I will get a great deal under the circumstances; but I must say, at the same time, that I think this Company has had throughout its career, as fair attention and close watching from its management as any Company that was ever formed in page 12 New Zealand. Mistakes have been made it is true, but Mr. Guthrie, I am informed, never entered into any important transaction in connection with the Company and involving much money without first consulting the Bank, and I am not prepared to say that any one else in Mr. Outline's position would not have made mistakes. I am not one of those who, when misfortunes in which I may be interested arise, put all the blame on the management. I believe, at present, that things have been managed for the best, although I think very great mistakes have been made. The first of these was the opening of branches, and that step was taken for the best, and certainly against my wishes and protests. I think no shareholder will be ungenerous enough to cast blame upon the Directors for that; they had confidence in Mr. Guthrie's management, in his practical knowledge, and the large stake that he personally held in the Company. No doubt he has erred in judgement, but I am not prepared to say that any other man would not have made somewhat similar mistakes. As to deserving what we have got, I can only say, and in proof of my sincerity, that when the transfer was made of my late firm's business, and I had shares—a large number—£50,000 worth—allotted to me for that sum in actual cash I had paid in, I never sold a single share, but took up and paid for about £14,000 worth more, and kept them as an investment in the concern. I did this in the interests of the Company, and I would have been satisfied to look forward to getting 5 per cent, for my money. I should not have minded, if the business could not have paid more, so long as the Company was progressing, and, that is why I left my money in the business. It has now turned out a misfortune so far as I and you all are concerned, but I feel that there is no use in crying over spilt milk, and I am prepared to share my lot with even the smallest shareholder in the Company.
Mr. Tapper could only say that he thought it was discreditable on the part of the Bank, if, as the Chairman said, they knew so well the position of the Company, that they should be a party to the Shareholders being misled as they had.
The, Chairman: I think you must be making a mistake, Mr. Tapper. I should not like to say, nor could I, that the Bank would lend itself to anything discreditable. I think we must agree that the Bank has acted page 13 in good faith and for the best throughout. It has tried, I have no doubt, so far as possible, to study the Company's interests, and I think it honestly hoped that the business of the Company would improve, and that it would work out gradually from its difficulties. Whether, if the Bank had not taken its recent action, it would have alte ed matters in the future, I am not prepared to say. The Bank may, for all we know, see some fearful panic in the distance, or the state of the money market may be such as to force our Bankers to take this step. But I feel bound to say this much, that I believe our Bankers throughout have acted in the interests of the Company and to serve the Shareholders, so far as in their view of matters they thought themselves justified.
Mr. Tapper: I allude more to the value that has been placed upon the assets. I should not like to make you more disconsolate about matters than you already are. But I do not think the Shareholders have much idea of the real value of these.
The Chairman: I don't quite see the reason or force of Mr. Tapper's remarks. By the last balance-sheet the assets are only shown at their actual cost, less depreciation written off from time to time. There has been nothing added to them during the past year beyond what outlays and stocks actually cost. That is done, I think, quite justifiably, with the view that year by year they would work down as the Company went on and prospered. Of course any assets must suffer in a case like this. If you press assets into the market now, or hurriedly, instead of in a customary way, and not akin to the nature of the business to which they belong, of course there will be a heavy loss on them. Look at any assets, in this or any other Colony—the Banks for instance—where would they be, even under voluntary liquidation. There is, in fact, no property that would not be affected if it had to come to an immediate sale. Our misfortune is that we are not in a position to be able to work out the assets of the Company as time and circumstances may offer the best advantage of doing so.
Mr. Robin. There has been a good deal of blame thrown on the first Directors, more especially with regard to the opening of Branches. As past events have shown, this was a mistake, but they were opened believing that they would be of substantial benefit, and it was considered page 14 necessary as an outlet for the manufactured products of the Company. I have no hesitation in saying that if it had not been for the commercial crisis of 1878, these Branches would have turned out well and been a great success. There would not have been a word of this kind said if all had gone wall and we had been able to declare a dividend of 12 percent., but because we cannot, after doing our best for the interests of the Company, and now that we have to go into liquidation, we get a good slating. I am glad, Mr. Chairman, that you, sir, have made the statement you have done as to never having sold any of your shares. Insinuations have been made, and the idea has gone forth that you had secured yourself and were well out of the concern. It would have been better for you if you had, and I am very sorry now to learn that you did not protect yourself when you could have sold them at a premium. Inuendoes have been thrown out against the Directors for selling the Invercargill and Christchurch branches, but they were sold at very high prices, and if I had been either of the gentlemen who bought them, I would not have agreed to give such prices as they did. The Managing Director got a very good price indeed for them, and I think it is a good thing for the Company that they were sold, and I hope the hands they are in now will be able to work them through for their benefit. Instead of the Directors being condemned for selling them I think they rather deserve a vote of thanks from the Shareholders. I think also that if Mr. Tapper's business were sold off suddenly, he would find his assets considerably lessened below his estimate of their value.
Mr. Tapper: I must correct you. I did not blame the Directors for selling the branches, but for retaining the Managing Director at the head of affairs after they were sold. I think the Directors acted very judiciously in selling, and I would have done the same.
Mr. Robin: I do not know why Mr. Tapper would not have retained the Managing Director, unless he thinks Mr. Guthrie would have given these branches goods on specially easy terms, which he has never done. I have been surprised at the high prices charged to those branches. I know Mr. Paisley, of Invercargill, complains loudly of the hard terms Mr. Guthrie drives with him, so much so that he buys page 15 largely elsewhere because of this. I also understand Mr. Tapper to say that he has had to wade through the books of the Company for any information he wanted.
Mr. Tapper: No! What I said was that the people who elected me did not expect that I should have to wade through the books. I had not the time at my disposal.
After a pause of some minutes,
The Chairman: As there seems to be no further remarks to be made, I will now put the resolution again as follows: "That Guthrie and Larnach's New Zealand Wood ware Factories Company, Limited, be wound up voluntarily, under the provisions of the "Joint Stock Companies Act, 1860."
Seconded by Mr. Haworth.
The resolution was carried nem con.
The Chairman: The proceedings of this meeting will have to be confirmed at another meeting to be held one month from this date and it will then be necessary to appoint liquidators to represent the Shareholders.
The meeting then closed with an unanimous vote of thanks passed to the Chairman.