The Maritime History of the Great Lakes
Northern Navigation Co. Ltd.
Publication:
The Railway and Marine World (Toronto, ON), March 1911, p. 275


Description
Full Text

The report for 1910, as published in

our Feb. issue, was adopted at the annual

meeting in Toronto Jan. 31. In

moving the adoption, the President, W.

J. Sheppard, referred to the agreement

with the G.T.R., under which the company

could be required to build another

vessel of the Hamonic type, and intimated

that this would probably become necessary

in the near future The first

agreement between the N.N Co. and the

G.T.R. was made for 10 years, with the

understanding that if the business required

it, the G.T.R. would call on the

N.N. Co. to build another vessel by giving

18 months notice, and on the new

vessel being completed, the agreement

between the companies was to be automatically

extended for 10 years from

the expiring date of the first agreement.

The directors were unanimously reelected.

The board for the current year

is as follows:— President, W. J. Sheppard;

Vice President, H. Y. Teller; Secretary-

Treasurer. C. E. Stephens; other

directors, H. B. Smith. F. A. Lett, C. D.

Warren, Hon. J. S. Hendrie., W. B.

Matthews. W. E. Davis. The executive

committee is composed of the President,

Vice President, Secretary-Treasurer, F.

A. Lett and H. B. Smith.

In reply to a shareholder the President

said that Jas. Playfair, of Midland,

and President of the Inland Lines, Ltd..

had made an offer to the directors to

purchase the company's stock at 125. or

$ 1,250,000 for the $1,000,000 issued. A

preliminary agreement between Mr.

Playfair and the directors had been

signed by six of the directors, viz., himself.

H. Y. Teller, H. B. Smith. C. E.

Stephens, F. A. Lett, and C. D. Warren,

under which Mr. Playfair agreed to buy

at $125 a share and interest from Jan.

31, 1911, at 6%, all shares belonging to

the shareholders who before Mar. 12

accepted the offer by depositing certificates in the Traders Bank. Toronto, provided that shareholders owning at least

51% of the entire stock accept the same

and subject to the sale being approved

by C. M. Hays, President G.T.R. In the

case of any shareholder, under any disability

as regards sale of stock or residing

outside of Ontario or Quebec, a further

30 days to be allowed for deposit of

certificate. Payment for the stock to be

made in cash on or before March 20.

Mr. Playfair to deposit $50,000 on or before

Feb. 15 to the joint credit of himself and the President and Treasurer ot

the N.N. Co., the same to be available

on and after March 20 to the purchaser

for payment for shares of which certificates

might be deposited, provided that

at least 51% of the shareholders should

have accepted the offer, and that the

purchaser should, on or before March

20, be able and willing to carry out the

agreement and to purchase all shares of

shareholders who may before March 20

accept the offer, otherwise the $50,000

should be forfeited and paid to the

shareholders accepting the offer as liquidated

damages for breach of the

agreement. The six directors signing the

agreement accepted the offer for their

shares and agreed to recommend its acceptance

by the other shareholders. If

certificates for 51% of the stock were not

deposited by March 12 the agreement

was to be void and the $50,000 returned

to Mr. Playfair. The directors signing

the agreement undertook, on the stock

deposited being paid for as provided, to

resign from the board and to elect thereto

such persons as the purchaser might

nominate. It was further provided that

the agreement should only lie binding

when the deposit of $50,000 had been

made, as called for, and C. M. Hays had

given his written approval.

President Sheppard added that he had

communicated the offer to Mr. Hays on

Jan. 17. the latter replying as follows:

"I have been consulting with the officers

of our freight and passenger departments,

and upon receiving their views

to what is proposed, have arrived at the

conclusion that it is not at present in

our interests that there should be any

change in the existing state of affairs.

I have asked Mr. Davies to state the matter

at the meeting tomorrow. I would

ask you to consider whether or not

the business outlook will warrant you in

placing an order for another steamship

of equal capacity and general style to

the Hamonic, to run in the line with that

vessel. Mr. Sheppard said that as Mr.

Hays did not approve of the proposed

transfer of ownership, the arrangement

with Mr. Playfair fell through automatically.

Mr. Playfair then went to work to

change Mr. Hays' views, and secure the

G.T.R.'s approval, and on Feb. President

Hays wrote President Sheppard as

follows:—"Referring again to the matter

of the acquisition by Jas. Playfair and

associates, of the Northern Navigation

Co., J. W. Loud, W. E. Davis, and myself

have today had a conference with

Mr. Playfair on this subject, and after

discussing the situation fully, and the

terms of the existing agreement between

our companies, with the understanding

arrived at on our part with Mr. Playfair

that he agrees with us as to the desirability

of a new steamer under the

terms of the agreement, and having advised

us as to his intentions as to the

matter of directors and management,

which he agrees shall be of a character

which shall be satisfactory to us and in

which he has no present intention of

making any changes, nor has he any desire

to do so without conference and

agreement on our part, it seems to me

the conference has had the effect of

eliminating any objections we might offer

to what is proposed, and I am therefore

advising you accordingly."

Following this, Mr. Playfair, on Feb.

15, deposited the $50,000 as provided in

the agreement, and under that date the

N.N. Co.'s directors issued a circular to

shareholders, advising them of the offer

and recommending its acceptance, the

circular being signed by all the directors

except W. D. Matthews. C. E. Stephens

signed except as to 10 shares out of

his holding of 40 shares.

It is said that British as well as Canadian

capital is behind Mr Playfair in

this transaction, and that Lord Furness,

ship owner and ship engine builder, and

head of Furness. Withy & Co., and the

Furness Line, is interested.

On Feb. 6 President Hays notified

President Sheppard, under the agreement

between the two companies, that the

N.N. Co. provide an additional steamship

within 18 months, the plans to be approved

by the G.T.R. Mr. Sheppard replied

on Feb. 10 that the company would

do so, the new vessel to be ready not

later than the opening of navigation in

1913, and that she would probably be

400 ft. long. The Hamonic is 365 ft.


Media Type:
Text
Newspaper
Item Type:
Clippings
Date of Original:
March 1911
Subject(s):
Language of Item:
English
Copyright Statement:
Public domain: Copyright has expired according to the applicable Canadian or American laws. No restrictions on use.
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Northern Navigation Co. Ltd.