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BOWLSBY WILLSON, OF HAMILTON, CANADA. LONDON: EFFINGHAM WILSON, ROYAL EXCHANGE. 1860. »fi& i &BMT WESTEM EJLIIWAT OF OAITADA. The following statement of the charges alleged to bo capable of substantiation, is laid before the Shareholders with the view of enabling them to decide upon the ex- pediency of causing an investigation to be made into the Company's affairs and the general policy of its administration. It may bo premised that any investigation, in order to be satisfactory, and calculated to test the honesty and competency of those entrusted with the local or general management, must go back at least as far as the English connection with the Line. This connection commenced In the winter of 1851-2, and led to the appointment shortly after of Mr. C. J. Brydges to represent the English interests in Canada. In accordance with a previous understanding, that gentleman upon his arrival in the Province was appointed Managing Director. Although other gentlemen have from time to time been sent out to aid Mr. Brydges, he has always been sustained by the London Direc- tors who have held the controlling power in this country. So far, therefore, as the local administration of the Company's affairs is concerned, he must be held mainly responsible. It is true that he has had associated with him a local Board ; but they have generally been his nominees, and in 1854 or 1855 when three, or four of his co-directors, ventured to express views of their own respecting the policy of the Company, they were summarily ejected at the next election by Mr. Brydges, and more convenient men were put in their places. The first charge to be inquired into relates to the manner in which the settlement with tlic original contractors was effected. 1. It is alleged that large sums of money (amounting in the aggregate to over £1.50,000) were paid to tl»e contractors, in the shape of bonuses in order to procure the opening of the main line a few months before the time specified in the agree- ments. 2. That the main line was in consequence opened for traffic in so incomplete u state, as to have caused an immense loss of life and destruction of rolling stock. 3. That the money so paid by the Managing Director was paid not only without vouchers from the chief Engineer, Mr. J. T. Clark, but in opposition to his written protest, as well as that of some of the local Directors, who afterwards received their conge. 4. That as the result of these proceedings the contractors not only received verj'- large sums of the Company's money without giving any value for it, but were discharged from their obligations to complete the line in a fit and proper manner for traffic. Hence the Company was obliged to expend heavy additional sums to finish works for whicii the contractors had been paid, a circumstance which, if true, will in some degree accoimt for the fact that tlie Great Western Railway of Canada has cost nearly twice as much per mile as the Grand Trunk and other lines traversing similar districts of country. II. It is charged that the Managing Director is responsible for the construction of the two Steamers on Lake Ontario, the Canada and America, which caused a loss to the Company of about £100,000, and that he sold them to a speculator in Detroit, and received in payment less than :640,000 of the shares of the Detroit and Milwaukie Kailway , at a time when those shares possessed little, or no market value, and which are now wholly valueless ; and, further, that the coal neces- sary to take these Steamers to New York, where they were sold for nearly £40,000 in cash, was advanced^out of the Conapany's funds. iir. It is charged that the Managing Director (wIk) holds tlic i)roxics of the London Directors, which give hiui and the ^'inancial Director in Canada the entire control at the local Bocird) has from the beginning made it his policy to induce the proprietors to construct, purchase, and lease branches and connecting lines, which tlie experience of this country ought to have taught liim was subversive of the best interests of the Shareholders ; and that this erroneous policy has been sanc- tioned to a large extent by the present London Directors, as in the case of the Sarnia Branch and the Detroit and Mil- waukee Railway in Michigan. 1. The first evidence of this policy is to be found in the agreement sanctioned by Mr. Brydges in 1854, for the pur- chase of the Erie and Ontario Kailway, a short line ot 17 miles, crossing the Great Western near the Falls of Niagara. Fortunately the proprietors were saved the outlay of over £150,000 by the rejection of this agreement on the part of the English and Canadian Proprietors ; and the soundness of their decision has since been tiiUy verified by the circumstance that the line was wholly worthless as an investment. 2. It is charged that the construction of the Sarnia and Guelph branches, and the loans to the Detroit and Milwaukee Company are tlie result of this erroneous and dangerous policy, which has swelled the construction account by nearly a million of pounds, or a sum equal to about 30 per ceri. of the whole paid-up share capital. 3. That these brancnes can only be operated at a loss to the Company, leaving the small incidental and doubtful advantage of a slight increase in the traffic upon the main line, which cannot for a moment counterbalance the direct loss and enormous addition made to the capital account. 4. It is charged that the manner in which the loans raised for the Detroit and Milwaukee Company in this country, both from the Great Western Company and from its Shareholders and the public has been higiily objectionable, to use the mildest expression.* * If the Committee of Inquiry, to the appointment of wliich the Directors have assented since the above was in type, or if any Shareliulder, or Share- holders, will cause this question to be properly siited in the courts of law, the writer has been advised, that certain parties now holding high positions in this country will be compelled to make restitution of very large sums of money obtained in the 8hai>e of bonussej aud commissioas. 6 IV. The unsatisfactory manner in which the financial etato- mcnts of the Company are made up and presented to the Shareholders is a matter calculated to throw suspicion upon their accuracy. This circumstance of itself is, in the judg- ment of many persons with whom the writer has conversed, BufBcient to demand tlie appointment of a committee of inquiry. With regard to these items, it has been declared by well informed persona that a large proportion of them ou|jht to have been long ago written olf as woithless, instead of being con- tinued from naif year to lialf year, as available assets. Some of these, such as "Debts clue the Company," ** General Stores, (including Coal and Stationery) " a singular combination of items, "liails on hand on 31st July 1859," "Municipal Debentures," " Detroit and Milwaukee stock and interest, " ** Interest due upon loan to Detroit and Milwaukee Company," are believed to be, to a large extent, purely imaginary as regards their value. Although it is represented in the Directors' Report for the half year ending the 31st July last, that the Company had then on hand rails of the value of £82,000, it is now asserted by well informed parties that there is not a sufficient supply in the possession of the Company in Canada to keep the Ime in repair for six months. But it is not at present necessary to enter further into these details. They are only referred to in order to point out the necessity for investigation. It will be interesting to learn by what ingenious process the Directors will explain this matter in their forthcoming Report.f t Since the text waa in tjpo tlie Directors' Report fo? the last hnlf year lins been received. In this, the item of rails on band 31st January last is set down at £67,710. This amount shows a redoction in the stock of no less than £34,521. The Engineers' Statement, at page 24 of the Directors' lleport, accounts for only 28,199 dols , equal to about £5,700, leaving a bnlanco of nearly £29,000 to be accounted for, according to the Directors' own shewing. Have the Directors been speculating in rails, or hale they been so put about for money that they have been cunipelled to sell £29,000 worth of rails, in order to pay a dividend ? Wliat will the Shareholders say, if upon a proper valuation of old and new rails " on hand " it is found that this item o( £67,719 must be cut down to something like twenty-five or thirty thousand ? This rail question must be carefully looked into. The proprietors will do well to look over the report of the Chief Engineer, Mr. Reid, upon whoss representations every reliance may be placed. 7 V. It is charged that, notwithstanding the unfortunate result of tlie steam-boat speculation upon liakc Ontario, into which the Company was drawn by the Managing Director, in his capacity as chief agent of the Enj^lish proprietors, this gentle- man, jointly with Mr, Reynolds, the other English Director in Canada, and the Company's chief agent in the United States, a Mr. Julius Movius, have entered into a large private speculation in the same description of property on Lake Michigan. This fact is said to be admitted by the London Directors. It appears that these parties are the chief, if not the sole owners of the steamers Detroit and Milwaukee. These steamers were built, as the Sliarcholders, perhaps, already know, to form what their owners (it must be pre- sumed jocularly) c«ll the ferry across Lake Michigan, where it is as wide as the Channel between Southampton and Havre. Without stopping to discuss the gross Impropriety of the Company's servants embarking in large private speculations of any kind, which might lead to the neglect of their em- ployers' interests, it becomes proper, in this instance, to point out the direct injurious consequences which have resulted to the Shareholders in the Great Western of Canada Company. In order to make this important question the more clear, it is requisite to state that the Great Western Railway derives by far the largest proportion of its through traffic from its great allies, the New York and Michigan Central Railway Com- panies, which form connections with it at its extreme Eastern and Western termini. These Companies are, to some extent, composed of the same set of proprietors, which makes their interests nearly identical. Upon the organization of the Great Western of Canada, these powerful corporations, being anxious to secure its early construction, in order to make it the con- necting link between them, subscribed and paid up 800,000 dols. of the Canadian Company's stock. Hence it may be inferred that the interests of the three Companies, as regards through traffic, were perfectly identical ; indeed, it is only necessary to refer to a map, to see at a glance that such is the case. In connection they form the line, unbroken by lake navigation, having the best gradients for cheapnet^s and speed in operation between the great American metropolis, New York, and the Jeemiiig West. It has, therefore, always been obvious that 8 tlusc lines nliould be opL-iAtiMl in tlio most |H*rt(;i't liarinony und good faith. That tmcli has not been the cam', the writ«*r huH ill liis |)<),-triot and Milwaukee Company, it is expressly stipulated that such loans sliall only be granted upon " sullicient security." It will therefore Le a question for the shareholders to consider and ascertain whether the Directors have complied with these requirements and conditions. The writer has now summed up the principal matters relating to the administration of the Company's funds, and what he conceives to be the erroneous policy of the Directors. But there arc many others of minor importance which would no doubt occupy the attention of an investigating Committee. Those, however, whicti he has enumerated, are susceptible of proof before a Committee possessing powers to examine the Company's books and servants, or before any tribunal — such as a rarliamentary Committee in Canada, authorized to send for persons and papers. In prepaiing the foregoing statement, the writer has endeavoured not to mix up his personal affairs with those having greater interest for the proprietors. He cannot however, conclude without making some allusion to the virulent personal attacks which have been made upon him through the well known organs of the Company in this Country as well as in Canada. These slanderous attacks are made in consequence of the issue of a pamphlet two or three 10 days before tlie last half-yearly meeting of Shareholders, at the London Tavern, entitled " A few Faets Relative to the Present Position, and Management of the Great Western Railway of Canada. " Having regard for my good name and being wholly uneonscious of having ever knowingly injured or attempted to wrong any one to the extent of one penny^ I felt it incumbent on mo to reply to these false accusations. Some of these replies have appeared in the columns of Herapath's Journal, and tlie Morning Chronicle, and in the local Journals of the Province. Such gentlemen as may not have liad the opportunity of reading those answers, and wiio will take the trouble to do the writer justice, arc requested to turn to appendix No, 2 hereto- where a few extracts are given, touching the only speciiic charges made against him by the Great Western officials. If personal matters have become unnecessarily mixed up in these discussions, no one can for a moment lay the blame to the charge of the writer, whose efforts to establish a sound policy, and judicious system of Management for this lar^c [)roperty, he trusts will ultimutely be appreciated by the proprietors. London, 24th March, 1800. APPENDIX No! I. THE VALUE OF THE DETROIT AND mLAVAUKIE RAILWAY. " The favorable comparison in the milage receipts thus exhibited by this railway, is owing to the traffic derived from its connection with the Detroit and Milwaukee Line, wliich has added an average of about 3,000 dols. a week to this Company's receipts, without entailing any increased milage trains, or other expenses. " Directors' report for half-year ending 31st July, 18/39* Nothing can be more calculated to mislead those not con- versant with the subject than such statements as the above. Had the Detroit and Milwaukee Railway never been projected * The report far the last half-year received since the above was in type, sets down the gross amount of traffic received by the Great Western from the Detroit and Milwauliee Line, for tlxc wliole year at 00,000 dols., which is only 1,720 dols. a week. 11 a very considerable portion of the business now credited to its account by the Great Western Directors would of necessity have found its way to the Canadian line. Unless it is main- tained that no i)art of the traffic now flowing to the Detroit and Milwaukee Line existed prior to its being built, it cer- tarnly cannot be claimed that this railway has created so much additional traffic for the Great Western. The truth is simply this : — A very considerable portion of the country traversed by the Detroit and Milwaukie Line, nearest to Detroit, has always found that city its best market. Hence the Great Western Railway must of necessity have received its legiti- mate share of foreign traffic arising therefrom, whether the railway existed or not. It must also be borne in mind, that there was a considerable part of the Detroit and Milwaukee Line next to Detroit open and in operation prior to the advance made by the Great Western Company. This added facili- ties for the local traffic, a portion of which must have fallen upon the latter Company's Line, without any outlay whatever, With regard to the western country opened up by the Detroit and Milwaukee Line, the business from hence found its way to a large extent to the Great Western via Lake Michigan and Chicago, and thence over the Michigan Central Railway. That the opening of the Detroit and JMilwaukie Line has greatly increased the traffic of the Great Western and benefited the Central parts of Michigan, is not to be denied. But it will be seen by these remarks how wrong it is, in the Directors to set down all the traffic they receive from their pet line to its account. To credit one-half of it to such account would be nearer the mark. But, on the other hand, must be debited the loss which the policy, with regard to these Michigan lines, has caused, by making enemies of old friends. Although nominally at peace with the Michigan and New York Central Companies, which give the Great Western about one-half of its entire business, there has, in reality, been a deadly war waging for a year and more between the two American Companies on the one hand, and the Canadian on the other. This state of things cannot be otherwise than disastrous to all parties. It was evidently the cause of Mr. Brydgcs entering into an agreement, more than a year ago, to lease the Buffalo and Lake Huron Railway, so as to form a connection at Buffiilo (where there is no bridge, and everything must undergo two handlings instead of one) with the baukru])t New Y. "Willson." Now, as to whether Mr. Brydges's statement, or mine is correct upon this point, I beg to refer the reader to the Directors' Report for the half-year ending 31st January, 1859. In that Report, which I had before me when I com- piled the facts in question, under the head of general balance sheet ( account No. 4 ) appears the following little item, ** Balance due to bankers, contractors, &c., 1,112,718 dols. 31 cents." Here we have; the evidence upon which I exercised my " fertile imagination," and I leave it to Mr. Brydges to explain how much of this sum the company then owed to their bankers, and how much to contractors, &c. People here know pretty well that contractors are not in the habit o' allowing Railway Companies, which possess the ability to payf to remain long in arrears.* The next matter touched upon by Mr. Brydges is one 1 "* Since the above was written the annual meeting of Shareholders required by the Company's charter to be held in this city has taken place, and has elicited from Mr. Reynolds, the Financial Director, a statement entirely at variance with the one made by Mr. Brydges, the Managing Director, at the meeting at London, respecting the indebtedness of the Company to its Bankers. I will quote the exact words imputed by the reporters to the respective gentle- men. Mr. Brydges said, " the next point to which Mr. Willson ulluded was at page 13 (of the pamphlet), wliere it was said the Company owed a great deal of money to its Bankers. Tliat was a statement originating entirely in the fertile imagination of Willson." Tiiis is a polite method of giving me the lie direct Now for his colleague's reply to the same point, raised by Colonel Gourlay. Ae the meeting here on the Ist, Mr. Reynolds said, referring to tbe accounts of th.t half-year ending 31st January, 1859, " there was £150,573 sterling, due to the London Joint«Stock Bank." This sum he afterwards states had been reduced to £140,743. It also appears from Mr. Reynolds's statement that the Company had at its credit at the Commercial Bank on 3 Ist January last, 66,880 dols., but at the end of the last half-year only £2,538. I leave these discrepancies to be explained by the gentlemen themselves. Mr. Brydges may say that Seven hundred and fifty thousand dollars is not a ''great deal of money," but this, I apprehend, will scarcely be regarded as satisfactory to those Shareholders who counted upon a dividend as a means of subsistence. It is a sum suthcient to have paid the Shareholders a haU«yearly dividend at the rate of 9 per cent, per annum. The public will now know how much value to attach to the most solemn asseveration ot Mr. Brydges. Yours, t&c, Hamilton, 3rd November, 1859. H. B. W. .m 17 upon wliicli he lays great stress. It n'latcs to a statcniciit O' but mad was c in the pamphlet, to the eflfect that the connection which heinc: formed between the Great Western and Detroit and Milwaukee was producing a hostile feeling on the part of the Michigan Central Company. He tlien quotes an extract from a pamphlet which I published in London in 1 854, showing that the latter Company was then friendly to the Detroit and Milwaukee, at that time known as the Oakland and Ottawa line. The statement made by me in 1854 was strictly coiTCct. So in like manner is the one made in the late pamphlet upon my own authority. In 1854, being then agent in England for the Oakland and Ottawa Company, I received a long com- munication from the President and two others of the Directors of the Michigan Central Company, in wliich he expressed themselves favorably towards the former line. But at that time these gentlemen never dreamed of the Great Western Company's taking up the new line and making it to all intents and purposes a part and parcel of their property — and thus diverting upon it to the serious injury of the Central Com- pany all the traffic in their power. Although this is a per- fectly logical and true explanation of the assumed discrepancy between my statement six years ago and that of the pamphlet recently issued in London, the materials for which were com- plied by me, Mr. Brydges has no doubt made a capital point of it with the English shareholders. He may, however, rest assured that his victory, if such he considers it, will only be temporary. But I Avill not anticipate events. I shall now reiterate the opinion I expressed in 1854 respecting the value of the Detroit and Milwaukee line as a feeder to the Great Western. Strange to say, however, at that time, when I had several interviews with Mr, Brydges, and endeavoured to induce him to lend his active co-operation in raising capital to build the Detroit and Milwaukee Railway, he always contended that although *' the line would be a valuable feeder " to the Great Western, he did not believe that it would be a profitable one for those who might supply the money to construct it. From this view I could never turn him, and all I obtained was what he termed ^* moral aid." That is, he expressed in a resolution of the Hamilton Board, which I received, an opinion that the line would be a good feeder to the Great Western. Now, I have no hesitation in asserting, that had the arrangements which I had made in England in 1854, and which led to ulti- mate success, been fairly and honestly carried out, the Detroit B 18 and Milwaukee line would not only have been a *' good feeder " to the Great Western, but it would have been a good investment for its share and bondholders. Under that arrangement the entire cost of the line and plant was limited to five, or five and a half millions of dollars. The line and plant as they now stand liave cost somewhere about ten millions, and will cost two or three millions more before com- pleted, to say nothing of the Port Huron branch. I have been intormed that the agreement by which mine was super- seded or extensively modified, and which was made with the same parties the following year, coolly added over two millions of dollars to the cost of the line. This matter must yet be probed to the bottom. J\lr. Brydges has not been charged by me, with having consummated these scandalous financial aiTangements, some of which he has candidly admitted to have existed prior to his official connection with the Michigan line. The charge made against him on this score is, that he sits in the same Board with the men who pei*petrated them, and further, that he is endeavouring to raise capital from the Great Western Shareholders to build the line fi:om Grand Haven to Owosso, which is wholly under their control. I leave it for Mr. Brydges to explain his motives for having so abruptly changed his opinions respecting the Michigan line. But I am allowing myself to deviatefrom the purpose of this letter, which has already grown to greater dimensions than I intended. I shall therefore at present only notice one or two other points touched upon by Mr. Brydges, and first, the allusion made in the pamphlet on my authority, respecting the existence of " pet contractors." I shall be perfectly explicit on this subject, and reiterate the charge, that the contracts for the construction of the line from Mill Point to Grand Haven, together with the extensive docks and freight and passenger stations at Grand Haven, were let to a Mr. Samuel C. Eidley at rates vastly higher than tenders made by several men possessing equal abdity to do the work. This I learned from highly respectable parties at Grand Haven. The name of one gentleman of great wealth and respectability, who offered to do the work at 30 per cent, below the price at which it was awarded to Mr. Ridley, w^as mentioned to me. Mr. Ridley, it is well known, was not a man of means when he resided in Hamilton just before he obtained these and other contracts on the Great Western, and could not therefore have been favored on that ground. li» Mr. Biydgcs has set up ca great many men of straw in hi.s speech, in order to have the pleasure of knocking thcni down again. One of these is his assumption tlmt he has been charged with having let contracts without putting them up for tender. No such cliarge has been made against him, tliat I .am aware of. But of how much value such a course (the putting the work up for tenders) has been, will appear from the facts already stated, which admit of legal verification. Mr. Brydges attempts to make capital out of the remark that the Great Western Company had taken a fourth or fifth mortgage upon the Detroit aud Milwaukee line, in security for the £250,000 sterling loaned to that Company. He affirms that this is a mistake, and that the Detroit Company was earning enough to pay the interest upon all the bonds including those held by the Great Western In the first place, Mr. Brydges's statement as to the rank held by tlie Great Western Company scarcely difiers from uiine. It may indeed be regarded as a " distinction without a difference." The fact is, as I have been informed by legal gentlemen in Michigan, that although there are but four actual Mortgages upon the Railway in question, there are two if not three classes of bonds not covered by mortgage, which in equity must take precedence over all the other mortgages. Thus in effect, if I have been correctly advised, the Great Western Company ranks fifth if not sixth in their security. This however, is a question for the lawyers to decide. In the next place, how does it happen if the Michigan line is earning enough to pay the interest upon all classes of mortgages and bonds, that they have failed in doing so, as admitted in the Directors' reports? At a time when the Canadian Company have been unable to pay a dividend, even the interest upon £250,000 sterling one would tliink worth looking after if it had been earned. I must not omit to correct Mr. Brydges respecting the statistical statements copied into the late })amphlet, from a Canadian newspaper. 1 most emphatically deny that I com- piled the tables in question, whilst I at the same time afl[irm that these statements are strictly true, having been compiled from the Directors* own published statements, which I have examined. It is a most shameful unblushing act, in my humble judgment, for a man holding Mr. Brydges's position, to thus throw suspicion upon facts which he has himself furnished the data for. In conclusion, I beg to say, that T have no doubt that Mr. Brydges is highly satisfied with the result of 20 Ilia explanations in London, where lie had no one possessing a sutHcient knowledge of tlictd, and at the same time capable ot refuting his arrogant assumptions, and special pleading style of getting over ugly things, to reply to him. Yours truly, H. B. WILLSON. In order that the public may judge exactly how the matter stands and who have been most correct in their representations, I give the following statement of the condition of the Detroit and Milwaukee Company, copied from official documents. The different series of bonds are arranged according to their legal rank as secu- rities; Dol. Ist. Sterling bonds, Oakland k Ottawa Co. 6 per cent. 155,000 2nd. Dollar bonds do. 7 ])or cent 51,000 3rd. Detroit and INmtiac Company, 8 per cent 500,000 4th. Detriot and Milwaukee 1st Mortgage, 7 per cent... 2,500,000 5th. Do. ' do. 2nd do 8 per cent 751 ,000 6th. Do. do. 3rd do 10 per cent 1,250,000 7th. "ith Mortgage bonds, amount and particulars not in my possession. 8th. Share Capital 2,329,154 The 3rd and 4th Mortgages which rank in law 5th n d 6th form the security held bv the Great Western Company. H.B.W. Extract from a letter published in '' Herapath's Journal," referring to Mr. Brydgcs's attempt to point out a discrepancy between Mr. Willson's views in 1854 and 1859, respecting the taking up of a portion of the proposed Southern or Niagara and Detroit E-ivers line : — '* I cannot, for the life of me, perceive the discrepancy, out of wlilcli Mr. Brydges has endeavored to make so much capital, between my statements of 1854 and 1859. The pam- phlet of 1 854 was published mainly to prevent the policy of the Canadian Board, to construct a number of short cross lines as 'feeders to the main line' being carried out. This policy, absurd as it is now admitted to have been, was imputed to Mr. Brydges, and was at any rate endorsed by him in the Directors' Report of that year. Instead of building these 21 l)ranclic3 — some of which, such a8 the Galt-tind-Samia have actually been built to the sorrow of the Sliareholders. I advised the construction of a short parallel line from Chatham to the Falls of Niagara, which would obviate the necessity of laying a double track on the main line, and ruti in the right direction for traffic, namely, East and West. It would, besides, have opened up a fine track of country, much superior to that on the Sarnia branch, which is mostly a dead wilderness. My views were highly approved of by Mr. Samuel Laing, the Company's then Chairman, who read my pamphlet. Happy would it be for the Great Western Shareholders at this time had thev then acted upon my suggestions, and let the non- paying branches, which the Directors have since foisted upon them, alone. You will see the subject of the Michigan lino more fully dealt with in the article which has appeared over my signature in the Canadian papers. I shall therefore not trespass further upon your space, than to warn vou against being led away from the real issues raised, by the false and malicious attacks made upon myself personally in one or two railway prints in London, which receive their information from Great Western sources. It is a very common metliod for those who cannot rebut facts, to draw off public attention by creating other and false issues. Let any one interested calmly and dispassionately read the pamphlet rightly imputed by Mr. Brydges to me, and it will be seen how little has been left to be taken upon the mere assertions of the writer. " I am, Sir, ** Your obedient Servant, <« H. B. willson;* e