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Les diagrammes suivants illustrent la m*thode. 1 2 3 1 2 3 4 5 1 6 MICROCOPY RESOLUTION TEST CHART lANSI end ISO TEST CHART No 2 1.0 I.I "r 113.2 m 114 [ 2.5 2.2 zo 1.8 1.25 1.4 1.6 ^ APPLIED IIVMGE inc =^ lb5J tost Main SI eel r.= fic tester, Ne* Vnrk MBO'i :=: ■•►"4 ■i82 - 030" ■■' ■• ^= • ) 288 - b9b'. a GRAPHIC ,M,KACI1MKNT: AND CORRKSH )NI>KNCK UKTWKKN S.K FRANCIS HINCKS, K.C.M.(;..C.H./l'Hi: Hon. JOHN HAMILTON, SKNATOK, Kim-ARl. Al.KXANDKR PRENTICK, and J. I- MORRIS, 1!au- K,sTKK,./rr/.-OFM()NTRKAI.; Tke ol>Jert of the three last-named gentlemen hein,, to n.rrt.in'rM tL m-namea gentleman and Ms co-directors h.ce done .hi. capital of the Company and its large revenues, n. rrt><'n IL has yet reached the Shareholders, although the cneer. ha. hem -going" for six years. May, 1878. a To Sir Franris Huic/cs, K.C.M.d., (\B., President, dco. S/f^phcns, Esi/., Vire-Pnsidenf, and the Dirrclors of tlin Gfuiihir Conipani/. Gkntlemhn,— In view of tho dissiitisfactiou cxistin-a as lo your uuiMauvniont ol' the alluirs of this Company, \vr hoivby roquesl you to rcsig-u your positions as Pivsidciil, Vieo-Prosident and Directors of this Company, ami tliat youAvill allow the shareholders, outside ol' yourself, to idecta V.oard of Directors in whom they will have eon- lideuce. "We have the honour to be, g-eiitlemen, Yours respectfully, The lion. .TCIIN HAMILTON, (l!y his Att'y.) KDWAUl) ALEX. PRENTICE. M. SCinVOBlI, F. S LYMAN. JOHN L. MORUIS. M.vcDOUaAJ.L P.ROS. THOMAS DAVIDSON. 11. S. MacDOUGALL. GEO. M. HAMILTON. J. D. CRAWFORD. SIR JOHN HOSE, Bart., (By his Att'y.) P. A. FAXITEAUX, Manajier Lii r.aiKiue Ville Mane. D. C. McCALLUM. CHARLES iEDDES. V. HUDON. LA BAN QUE NATION ALE. And Others. 1^ TIIlUlRArillC COMl'ANY. To the llililm- of llie ClAZinTK. S,u-1 onclos,. « ,or,osi.o„.lHi.o with volovnco to iho .,,0 :;..liL» .tt tU.. Uuo, m,.ding of th. C,„;,/,,v (•otupany It Jav. ',.0,1.1 titos.. ,n„,.ed,„,. will livw- S- i, ,ith,.,- it. lull Of i„ Kul,sta„o.. Allow ..,0 "-;"";: ,c Ditv. lovs l,..l.l n,,.....^- themxolvcs l.DoO t3Ut o 2,.,t)t) ,n'lWv„,o .httr..s. ].««•, out of S.Si.O 2„a pvcUuv.Ko h, « aud 52'.i orJiuary sha,es, in all 4,071 shares, or a , ri'ty o th.. xvhol.. Mock ; aucf tha, they l,k,-w,.. h,,k ;S's for l.O^W shaves, 832 of which are Isl aucl 2ua prelereuft-'. ■^ I am. F. IIINCKS, President Graphic Co. I. [No. 1.] Montreal, 11th May, 1878. The Hon. John Hamilton. Sir -At a meeting of the shareholder.s of th. Graphic C mpany, hold yesterday afternoon, ^ho directors were T>resented with a requisition to resign, m ordei that a ew Board of Directors should he appointed, by certam dissatisfied shareholders. The requisitio.. wa. sigj^d h ,n your name by Mr. 1']. A. Prentice, who, likewise epr. rented other requisitionists, f^^ "^^^^^^^V^" ^1 The holding 1,411 shares, chiefly of the ordmaiy ^^tock of h Company, while 64 shareholders, representmg 6,089 share^ including nearly all the 1st and 2nd preference stock, took 1 110 part ill Iho iv(juisiti(.ii. I'lulcr lli." circninstnnccs, u mt'iv slat.'m.'iit ol' lliis lU. t miuhl l)oconsidor.'d.sulli«i»'nl ; l)ul us you, and many ol' tho r ,iuisitiouists, worn tibsonl. from ill.- m.'otin-', I consider it my duiy to suUmit to you i, rormiil r.'l'utatiouor tho atliieks mado on the Diroclors. on tht' autlmrity of yours.-H" and others. The piincipai accusation is that we proi)o.sGd, moro than a year aiv .lames Stewart, that this paper ou^•ht to l)e a very valual.h^ and payint;- propi-rty, and that its sah^ wouUI have boon a t-'roat mistake. The ol)Si'rvation 1 shall make in reply is that, on the assumption that Mr. Stewart is correct in his opinion, it is dm' solely to the present directors and their associates that the i)ai)er is now in existence. Eut lor the money which they raised to carry on thi- business, the whole concern would have ))cen sold out lully throe years ago. It was one of the stipulations in th.' prospectus, issued under tln^ auspices of ^Ir. rrentice. that tho manauini^- directors should be selected by the promoters of the company; and, in ac- cordance wnth this stipulation, tho managin-" directors were so selected, with large powers as to manag-omont— powers which I presume it was mn-ossary to givi' them. The original capital had been completely exhausted prior to my becoming a member of tho board of directors. I need scarcolv remark that I sincerely wish that tho whole concern had then been disposed of, as it would havi' boon had the directors and their associates manifested th(> same want of confidence that was exhibited by the present requisitionists, with hardly an exception. Impressed, as the directors wore, with the conviction that Mr. Stewart has so lately expressed, that the paper was a valuable proport" and that its want of success was mainly attn- butald. .u the depressed state of business which has prevailed in the United States since 1873, the directors came forward and subscribed preferential stock, by which i' ■:'.\ V' hi iiicnns they Kiiv.'d 1hi> company IVoin u-oiny into !i(iuidi\- ticii; iiiul', ^vluMl «'Vt>u tluit was Ibund iiisullh i^'Ut, thoy (.1. ;iM.'(l additionivl means l)y to have a suhstantial interest, amounting' to oue- I'ourth in paid-up stock, and other continuent advautau'es. Jl.id this arrangement l)eeu carried out it would have iieeii hi-ihly advantaueous to the c(nnpany. No attempt lias heeu niade hy the dissatislied shareholders, or hy jNlr. Siewart. t.) explain how the directors were lo ohtain the money rc(|uired to carry on the paper. The choice was ImIwccu a siile and the stopi)au-e of the paper. It has l),vu aski'd iiow it is that the paper has been carried on .Muce : the answer to which is, that the manau'inii' direc- t. .IS have obtained means on iheir own responsibility, as ih,. directors here liad positively rel'used to increase their liability. The "issue now presented to us is this : a small minority oi the shareholders who would never uive pecuniary as-i^tan.•^> towanls carryinu' on the business, call on those holding- or representini>- the bulk of the stock, and wdio, moreover, have incurred pi'r.sonal responsi])ility, to trans- i'er to them the managenu>nt of th(> Company— as I stated to the meeiiu!--, let the dissatished shareholders relieve ilic th- dir(>ctors of their personal responsibility, and theyar.' (|uite re.idv to retire from the managenn^nt. I fearh'ssly appeal :o you as to tin- reasonableness of this proposition. With reii-ard to the proci'edings at the meetinu", I must <..mplain of the newspai^e'r reports, which have wholly ^ (imittfd ihc insulting- Inimvumf ol' Mr. rrcntic-c, which led to till'; iiitt'iruplion of tlio lutM'tinu', tiiul to the with- (Iniwiil ol" myscir and iny co-diroclors. i must remind V<»n thai your n'p."SMulutivo. Mi. l^-enlici", nt thopreviouH iiii'ptiim'. is truly reported in the Monircivl Gazette, as hiwiiiu' charii't'd the directors with eonduct, lor which, to us.' his own exiiression, Uiey ou£?ht to l)i> •' juuu:ed." This was submitted to in silence, but when at the inei'ting vesterdav lu' was proceeding' in a similar strain, I I'clt it my duty as chairman to interrupt him atid iell hiiii that such insolence was intoloralde, and that he must < onduct liimseir as a u'cntlema i and not as a blackii'uard. ]!.' at (»ncc declared that he would resort to personal violence })ut lor my au'c. whci-'-upon another director in- loriiu'd him that he was not shell er<'(l ])y ayv, and In; characterixed his conduct in \inu-uage even stronger than mine. This led to a scene of uproar and violence, which indu' ed me and my co-diiedors to retivi', declaring- the me.Minu' closed. I observe hy the pajiers that a resolu- tion was adopted by those ^vho remained with Mr. Prentice, appointinu' a comiuilt(>e to compel the resigna- linii (.1 the directors, or the appointment ol" a ■ ornmittee of control, and your name is the lirst on the list of that '•ummiiiei'. I can assure you that the «lirectors will not vesiiiii. unless respon>il);e .sharehoUh'rs are prepared to relieve them of their personal responsil)ility. and if the object of the discontented shareholders is to appeal to the law. the directors are prepared to meet them, and abide bv ihe result. If. on the other hand, the dissatislied shareholders really wish tlie prosperity of the company, the directors are prepared to meet and confer with and co-operate with a committee of the dissatislied sharehold- ers. They, however, will not consent iluit Mr. rrentice or his leual adviser. Mr. Morris, be members of such com- mittee. There wert» several gentlemen present at IIk^ uK-eting, such as Dr. Hingston, Dr. McCallum, Mr. II. S. MacDou.gall, Mr. Cieddes, Mr. James J^tewart, Mr. Stod- ■\ ^ » dart and othrrs, 8 1o whom tht'ir wo\ aiK 1. ol' courst noiu' to vours( iiiv disposition lor forc lial .harohoKUMs can cIim t a .onimi tors can con ]n-opcr to adoj) Vou ;'.rt> wcl IV.y as to any measures it may dd l)c no o])ieclion, ■11'. ir, thorolorc, there ih ution, the dissalislied ttoe ^viih which the diro<" be thouu-hi •o-ope aw a re that, as re lO' ards Yourseli, yon wor^ olleved a si dl t seat on llx.> hoard, which y(m n fused, and that ]„. ii.lornndion in the possossio u ol" tlie directors ha> beiMl re pea nudion. tcdiv tendered to yon. Had vou desirec 1 inl'or I couhl have proved to you, a I can a 1 auv tim« to anv connnitlee <» 1' l>usiness men, t hat it the sah" of the pa\)er nil ihe terms aiireet I on by the directors had 1)een :.a ried out, the courpany wouhl be n. a -- ^ t u^ I ,.erous s.ate than it is. With regard to the lutuu ;4u-re.reM.. have to state that lire course tal^n^^ vourselfan to defend themselves. 1 am. sir, Your obedient servant, F. IIINCKS. [No. ±] MonlreaL Uth May, 18TS. To Sn; Tkancis llixCKr^. President of Ihe Graphic Co III pan// : SiH.-At a meeting, held to-day, of the com- mittee or shareholders of the Graphic company, appointed at the last adjouniod meotinu', your L'tti'v to lao, of the 11th instant, was submitted. In answ»n- to your proposition, mado upon hcliaH' oi" tho directors, to con IVr with and ro-operate with a connniltc oT "the dissatished shareholders,'" exdudino- Messrs. I'rentiee and .1. L. ]Morris. I am instructed to say that the committee are unanimously of o])inion that your selection of the personnel of the committee is tantamount to a declaration that you will not confer with the share- hohhn-s. :Messrs. Prentice and J. L. Morris, having' taken (he most aetiv(> and intelliuent interest in the allliirs of the company, have the coniidence of the shareholders, who, as you are aware, nominated them upon a committee to conl'er with the directors. This committi-e is composed of myself, as chairnum, Messrs. rr(mtice, J. L. ]\Iorris, James Stewart, and Y. S. Lyman ; and we are r(>ady to meet the directors, with the view of acting- with (hem for the best interests of the company; but, il you refuse to meet us, the responsil)ility of such leu'al proc(>eding's as will l)e taken will rest upon the Directors. The committc further desire me to say that they con- sider that you h^.e incorrectly stated, in your letter, what, look place at the late adjourned meeting. In their opinion, Mr. Prentice had used no ollensive languaue before you, as chairman, refused to give him information ;is to thi' circulation of the Dailf/ Graphic, and then interrupted him by using most ollensive language. I have the honour to be, Sir, Your obedient servant, (Siuned) JOHN HAMILTON, Chairman of Commillee appointed hi/ Shareholders of (he (Iraphic Compani/. 10 II [No. 8.] ^[ONTREAL, loth May, 187S, 7'r- Ihe Hon. .T<'ii.\ JIamiltdn, Mouti-enl. j^ll{,_l havi' lh«> honor io acknowlt'du'C tho recoipt, Ihis alt.'vn'ooii, of your lottcr ol' lh.' 14th ult., acciuaintinn- ine of Iho iiiKmimons opinion ol' ihc Committer oppoinU'd by certain shavolioldcrs ol' the Gmphic (\niipany, of v-hich you are ("liairnian. In reply, I liave to .slate that I never proposed to select the personnel oi' the Committee. I ()bj(>cted to the names of two individuals, Avho, from their proceedings heretofore,! am of opinion, have ^no desire to restore harminiy amonu' the shareholders. You allirm that these uenth'men "have the .'onUdence of the shareholders." 1 beg to deny the correctmvss of th(> statement. The reciuisition .submitted at the hite nuH'tin- ^vas si-ned by the liolders of Lh -.f :2,.3I»0 lir.st preferred shares, of :i4:i out of ii,3'i0 second pn'ferred shares, and r.r l.lOo out of 2.1)10 ordinary shares. AVi'h a view, if p„»ible. t.. promote harmony,"the Directors Avill meet a C.mmilt.'e, composed of anv Shareholders of the Com- panv, ^vith (he sin-le exception of ^Ir. Prenliee, AVith whom ih.'v can hold no intercourse aft*'r what has passed. I ninst repeat mv assertion, ^vhich can be conlirmed l)y several in the "room, that Mr. Trentice was most dis- courteous in his lanuuapv ])efore 1 inter.iupted him. 1 admit that I did refuse to .uive him the circulation of th.' paper, and, Mr Stewart, one of y(mr own Committee, admitted that it oimht not to be given. That refusal lied liis vials ol' Avralh on my devoted head, and his phials ol' iidc into your columns, in conm^ction with this suhject, I have carcl'ully avoidt'd any controversy in the Pr.^ss regarding the allairs ol' this uni'orlunate Company, hut, instead, have sought a more legitimate areiu) — its stated meetings — where I have endeavoured, and succeeded at last, after nearlv two vcars' hard work, to obtain iniVn-mat ion about our at'ijirs — a work rendered exceedingly dilhcult and very disagree- ;.ble, owing io the strange unwillingness of the directors to iiliord us any inlbrmaticm whatever. 1, in common with ihe sharehokhn-s, asked only what we had a right to demand, and it is I'or this temerity and audacity that an attempt is being made to place me in a wrong light be- I'ore the iniblic. and to twist into an ajiparently i>i'rsonal matter what is, indeed, a matter of great public interest. T address you f(n' the hrst, ami only tim(>, I hope. Once lor all, then, let me remind yast six y(>ars :* Sir Francis avoids Iho real quostion at issue, ami hohns cmleavourcd to educate the i)ubli(' and th(^ shareholders to look upon Ihc (,'rapiiic li<;-ht as a sort ol" duel between him any myseli; as evidenced by his i'reciuent communi- cations io lire i)i'ess and his p(M-son:il attacks. He desir(\s by his much w litinn', to cone(>al the truth after the m;in- mT ol" the (•uttle-lish.^Yhich, when pursued by its enemies, sheds in (•onsidera1)le quantities— just like Sir Francis— an inky Uuid, and so escapes. The only differences on this occasion, between thai molluscous animal and Sir Francis, is that, mn/^rr his oi't repeated ejectments ol' ink, he \vill not easily es<'n|)e me. The l")irectors of the Crn/thir (Vmipany have too lorn:' sheltered themselves behind their mouth-piece — Sir Francis Hineks. These o-ent lemon, resident hero, :ire :\[ossrs. aoorii-e Stephen, 11. J. lieekie, John Rankin, and George ^Y. Simpson, and my charges against them I will state as brieily as possible. 1st. They h:iv(^ for yi'ars refused to give the Share holders a proper statement of the alfairs of the C^ompany. although .they have boastingly announced that, if the Sharelndders 'would call at the office, they could see tlu^ books and statements. Many of us did so, and were shown the transfer books, and— nothing else ! 2nd. They souuht for legislation to (>nable them to wrest the stock from the original Shareholders, and woiild probably have succeeded, had I not, at considerabhs cost of tim(> and money, defeated this lu'farious attempt before lh(» Committee of the Legislative Assembly at Quebec. ;!rd. Failing in this scheme, they, nevertheh>ss, tried to sell to some of their co-Directors the (Irapliic for a trille. The precise ligures I wall state presently. In this I again defeated them, by means of an injunction, uranted by a Judue of the Superior Court, and this th(! Directors have never dared seek to remove. 4th. When representing a Committe*' of I'hiquiry, 13 sly itGcl by tho Sharoholdors, includinu- M.i: ...liinimously appointocl by uv »->naro the Dire( tors, to vi.sit Now York iuul examine the alfairs of the Company, I was sent tlicro nnder liilse sailinjy orders Irom Sir l^rancis Ilineks, and on my arrival there, the Manaizer, as he siil)seqnentiy informed me, in obedience to orders from headquarters, sliut the door in my lace, and would give me no information whatever. V)th. In ord(>r to still(> enquiry. Sir Francis llincks oliered me in writing a seat at the ])Oard, and a bribe of $5,000, but both, honor and honorarium I declined, and now, Avith cheap diiznity, h(> writes to the Hon. .lohn Hamilton, Chairman of the last appointed Committc, that he can hold no intercourse with him, or the Committe( — unless Mr. Morris and myself are dropped out of it— but later on, he says ho removes his ol)jections qnoad my able a)id leariK'd friend, but can't stand me. (5th. My prime accusation against the directors is that, with a full knowledge of these facts, that our assets, as cer titled by the auditors appointed by themselves, amount to $000.000 ; our revenue to— say $800,000 (sometimes more, sometimes less)— that, with this knowledge, they nevertheless tried to force a sale to some of themselves at the price of $25,000 cash, and $25,000 stock in a new company, with a capital of $100,000, duly incorporated as the " New York Graphic Company, Limited," and filed in the Secretary of States' office, at Albany, on the 26th Febniary, 1877. 7th. The cost of conducting the Graphic business, I am informed by letter from the proprietors of leading papers in New York, should not exceed say $75,000 to $100,000 per annum; and it is for this, and the facts already given, that I stated at the last meeting, and repeat deliberately and calmly again, that any body of men knowing these facts, and who, in the position of directors {id est Trustees —for in all well-regulated communities the terms are synonymous) would attempt to sell secretly to some of themselves, not only without the consent of these share- holders, but in defiance thereof, a^d of an injunction of i.t •a ! ■ I la^ii 14 i\u\ Court— Sir Francis sayinu' that lu" ^vas i)repart'( il to brave the coiiS(>qu(Mi ci'S— would, ill mv huiublt' opinion, ill any other coninnmity than this, have Ix'eii •' jugged h)nu' iiu'o. The term, if not agreeal)]e, is at h'ast in every' SCI ise •• (iraphie." and in this sweepin ix accusation I iiic lude all those directors ^vho, knowing the above lads. tion, and I exclude wcrejiarties to this disgracel'ul transac all those who were not parties to it. sih. The directors sent ^Ir. James Stewart, of the Ifrrald, an exi)cr1 who, ihe directors stated, had no supe- riftr, to visit New York nne answeved in another place; and he speaks as if the minority were to have no consith'ration ^vhatevel■. Thi- is the lou'ic of a highwayman, who belter arm»'d, and stronger, tells you to " stand and deliver." He ai)peals to o ir commiseration for the personal liabilities of himseif a id his Directors, but refuses to suite what they are : Vuit he does not tell you of the poor Shareholders, who have I liiis 15 invested their savinirs on the strength of the names of the Directors— their Trustees! Tlie Dire.tors, years ago, were warned ot the wastelul misrule in the Gnwhic OlUce, and when one of their ll us they have contracted large personal liahilities ! Is that any reason why the punished and patient Shareholders, who merely demand honest and capable management, should be told that th(>y cnnnot obtain this unless they assume the personal liabilitii'S of the Directors, who, in my opinion, have been guilty of the grossest misconduct, and wilful neirligence, amounting almost to a crime. l.-ain, what right have the Directors to conceal the true state of airairs,^-un our property into hopeless de])t, and then turn round and say : " Assume our personal liability, •• or we will keep what we have control ot and take from • vou your property, continue to mismanage it, and then " sell it to whom we please, when we jdease, and lor what • we please." i ,• x, My demantls (and I represent a hirge number ot the Shaivholders— greater in number. 1 believe, than the Directors) are vi'ry simple, and not, I hope, unreasonable. 1 ask for a clear and correct statement ol all matters nortainiiio- to our business, and an honest and capable luiinaoenumt. Neither of these di-mands the Directors •ire williii"- to o-raiit us. Their i)()licy isconc>>-dment, and they are evidently afraid of their ^^'^y York friends, lor while, inivatelv, they shy them and write about getting rid of them— thev still ivtain their invaluable M>rvices. It is because 1 "have denounced this state of allairs, and ivied to save our property, which, in good hands, is ol immense value, that I Inive been assailed in and out ot the Press. D is dillicult. I eoiiless, to conceal one's sx-orn iind contempt at such shuliling conduct, and, il I have retaliated, with more vioonr, perhaps, than was consistent with personal di-nity, it is, at least, attested by th(> (com- mittee, in spite of all Sir Francis may say to the contrary, . ! \ 10 thai I ^vas tlu> n-Tievod, and not ihc ao-gr.ssov- Imt ^v^n under Uu' provocation olFerod me, I r.-re Ihitl io 1 nn iinpnlsc Avhich is n<.t unnsual, Avh.n Ian- ,u s a .1. ns. oi; such as Sir Francis apphod to mc aUh; ias^nuvlin,. .nul winch was -i;-tccU>y^ns och^ Mr r.anuatviu". 1 expected, however, that Mr 1 lancis u'ul'r phrase which he has m=uV hist.>ric-wo^Ud ha^e Innwn better— •' at his time ol lite. \ e d V hint, and 1 have done, hvavm- the lawyers ,o dev hh 11^'' ^^^'^■^-'^- ' i'^'^^1 sure It would add UK ; o tl e happiness ..f Sir Francis it he would retire .other from the chairmar ship of the (Iraphu- compauN ■V iT-h with the aid of other direetors, he has so Ion. nis ua\u o.^^^^^^^ : and 1 am sure it Nvould also add much to 1 1 r.ein .• of th.^ sharehold(M-s if he would retire o :, . e and appropriately named suhurb, wherehe ; in thimself i villa, and there devote his remamino' : uv o e studvof that jvreat Constitutional cpiesticni ^vi whi>'h he has, ad na.mun. reeently drenched the ■i • iournals with endless lucubrations 1 he elassic. " nd;lh I reter is, ii.uratnvly ^^^f^^ '^^ vhich induinu- from his early polities and his late man nerl sir l-'rancis must have originally emerged-the ^^lnl>onr"' St. Antoine. 151 St. James Street. Montri'dl, Mai/ IG, 1878. Toihr, Editor of tfw Ca/kti'K. ^' i; with many other shareholders of stocks in this oMv nnd elsewhere, cannot but led grateful to Mr. ? nti aid olher gentlemen for the independent and n^^ posUion they Save taken in exposing he d.>m^^^^ tbP (h-avhic President and Directors, li othei gi 'i^ ^ ^^^ " vL are in erested in bank and other stocks would take <\om's>^- ^ tsHAIlElIOLDEll. ^Montreal, nth May, 1878.