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.