The Sun.
London, England, 1866-08-29 00:00:00

SUBMARINE TELEGRAPH.

The half-yearly meeting of this company was held
yesterday at the London Tavern—SirJ. Carmichael
in the chair.

The report was taken as read.
The CHAIRMAN, in moving the adoption of the
report, called the attention of the shareholders to
the progress which has been made during the past
half-year. It had been most satisfactory, consider-
ing the monetary crisis and the Continental war.
They were surprised that the receipts had kept up,
which had been done, however, entirely on the
French and Belgian cables. He believed the changes
which had taken place on the Continent would not
be prejudicial to the company, and in a short time
arrangements would be made with the North Ger-
man States by which they would get back all their
lost traffic. With reference to the monetary crisis,

they had not lost one single penny during the dis-
astrous period which had but lately been passed.
(Hear.) Their banks had been one of those which
had succumbed, yet the company had escaped from
any loss. (Hear.) With reference to the resolution
passed at the last meeting for putting by a portion
of their profits for the repair of cables, the intention
of that resolution had been carried out. They had
resolved at the last meeting to put aside for repair
of cables £3,000 every six months. That sum had
been put by, accordingly, in certain proportions.
The successful completion of the Atlantic cable was
a subject of congratulation to all those interested in
submarine telegraphy. Those persons who had been
engaged on its completion deserved the greatest
praise. It was owing to the enterprise and capital
of their company that submarine telegraphy Was
first established. He was sure the more those long

lines were developed and worked the better it would
be for them. In a few years submarine telegraphy
would be in quite a different.position from what it
was at the present time. Their receipts had gone
up in a most satisfactory manner since peace had
been restored on the Continent. He then moved
the adoption of the report.
In answer to a question, he stated that he hoped

to see the reserve fund amount to £lOO,OOO. A
large portion of the Calais cable had been relaid.
The report was unanimously adopted, and a
dividend at the rate of 6 per cent. per annum, less
income-tax, payable on Saturday next, was declared.
Sir J. Carmichael, Mr. H. Moor, and the Right
Hon. J. S. 'Wortley were re-elected directors, and
Messrs. G. Capper, W. Cole, and T. Dakin auditors
of the company.

A vote of thanks to the chairman and directors
terminated the proceedings.

OVEREND, GURNEY, & CO. (Limited

Yesterday Mr. Peake, the Chief Clerk attached
to Vice-Chancellor Stuart's Court, was occupied to
a late hour (half-past 5 o'clock) in hearing au ap-
plication, which was originally made to him last
week, in the winding-up matter of Overend, Gur-
ney, and Company, for an order to inspect the
books and documents of the late company in the
hands of Mr. Harding and Mr. Turquand, the li-
quidators. The application was made on the part
of Mr. Dundas, a shareholder, and the case, which
was reported in The Sun of Wednesday last, stood
over until yesterday. There was, on the present
occasion, a large attendance of persons interested.
Mr. Mackenzie represented Mr. _Raiford, Mr.
Abbott, and other shareholders ; Messrs. Burcham
were for the committee of supervision—Mr. Gris-
sell, Mr. Kingscote, and Mr. Oppenheim ; Messrs.
Young were for the liquidators ; Mr. Mayend re-
presented creditors and shareholders ; and Mr.
Harding also attended.
There were several shareholders present, and the
proceedings were of an animated character.
Mr. George Lewis said he now appeared on the
part of shareholders to £250,000 in support
of his application for an inspection, which would
be of great public importance, and he would
read the affidavit of Mr. Oswald Howell, the
accountant, setting forth that the company was re-
gistered on the 12th of July, 1865, and that the
objects for which it was established were to receive
money on deposit, to discount bills of exchange, and
generally to carry on the business of bill brokers and
money lenders, which had been carried on by Messrs.
Overend and Gurney. That the capital of the com-
pany was declared to consist of £5,000,000, divided
into 100,000 shares of £5O each, and the public by
the prospectus were requested to apply for shares.
That a sum of £500,000 was fixed by the vendors
of the business of Overend, Gurney, and Co., as the
value of the goodwill of their business to be trans-
ferred to the company, and that amount was agreed
upon, and actually was paid by the directors of the
company to the said vendors in cash and shares.
That while the incoming shareholders were informed
that the goodwill of the business was represented to
be of the enormous value stated, he (Mr. Howell)
had been informed and believed that the business had
been sustaining large and serious losses for many
years, and that at the time of the transfer the busi-
ness had drifted into hopeless insolvency, and was
involved in enormous liabilities without sufficient
assets to meet the same. That he had been informed
and believed that the liabilities were transferred with-
out sufficient assets to meet them, which assets he (Mr.
Howell) believed consisted in a great measure of bad
debts, many of which were irrecoverable ; that after
the transfer of the business the company carried it on
till the 9th of May, a period of nine months, when it
suddenly closed its doors, announcing its liabilities
to 20 millions. At the time of the closing of the com-
pany the shareholders had paid upon each share
the sum of £15,000, being an aggregate amount
of £1,500,000, and a call of £lO per share had been
made by the liquidators, which would amount to
£1,000,000. The applicant further stated that he
was accountant to Mr. F. Dundas and other large
shareholders, and in his judgment it was absolutely
necessary for their information, protection, and de-
fence, and that of the general body of shareholders,
that an inspection and investigation of the books
and papers of the company should be independently
made on their behalf, and without such inspection
the shareholders for whom he was acting would be
unable to obtain proof of the true facts connected
with the formation of the company. Further, the
affidavit stated that Messrs. Young, who were the
solicitors to the liquidators, had been solicitors to
the vendors, and had acted for the company. He
(Mr. Lewis) imputed nothing to Messrs. Young
but it was necessary that the fact should be known.
As the application was now opposed by the com-
mittee of supervision, he would read an additional
affidavit by Mr. Howell to show their position. It
stated that since the making of his former affidavit
he had made certain inquiries with reference to the

committee of supervision appointed at a meeting of
shareholders with a view of learning their connexion
and interest in the winding up of the company, and
he had been informed and believed that the commit-

tee consisted of three members, Mr. Charles Oppen-
heim, Henry Grissell, and Henry Kingscote. He
stated that Mr. Oppenheim was not a shareholder,
but simply a depositor to the extent of £16,000 ;
that Mr. Grissell was also a depositor, in his own
name, to the extent of £lB,OOO, and interested in
another deposit to about £21,000, and only
held eighty shares ; and that Mr. Kingscote
was the holder of eighty shares, but owing to
illness had been unable to attend, and that in
consequence of the interests of the committee
being in favour almost wholly of calling upon the
shareholders to pay the amounts of the deposits no
investigation, as he believed, had been made by
them for the protection of the shareholders. He
(Mr. Lewis) submitted that he had satisfied the
Chief Clerk quite sufficiently for him to grant an
inspection of the books and papers.
Mr. Mackenzie read an affidavit in support of his
inspection, wishing to inquire into the conduct of
the parties who had made the transfer to the new
directors. lie had a specialobject for his application.
On the part of the committee of supervision an
affidavit was read that they required to inspect the
documents, and the statements put forth by Mr.
Flo well were denied. Although appointed by the
shareholders, they were not connected with the
liquidators, and, although the books were opened
to them, they wished for further information as to
papers.

- kr. Lewis wished it to be distinctly understood
that he did not oppose the inspection of the other
parties. He had been the first to take out a sum-
mons, and now others who never moved in the mat-
ter came forward for an inspection.
The Chief Clerk inquired the object of the in-
spection ?
Mr. Lewis said it was with the view of ulterior
proceedings. lle alleged fraud on certain parties ;
and if they could obtain the information they be-
lieved existed they would at once proceed.
The Chief Clerk doubted whether at present any
information could be used further than rescinding
the winding-up now before the Court of Chancery.
Mr. Lewis apprehended that it was most impor-
tant with respect to the winding-up to ascertain who
were creditors when the business of the firm was
transferred to the company, and which only con-
tinued nine months, and resulted in the enormous
liabilities he had mentioned.
On the part of the liquidators it was stated that
no application had been made for the information

__ __ ___ ___ -- --------
which they could furnish.
Mr. Lewis read the letter in which he said appli-
cation had been made.

Mr. Harding addressed the Chief Clerk, and said
the liquidators were willing to give all the informa-
tion in their power, but if an examination was to be
made of the =accounts and the secrets disclosed in
the newspapers, he had no hesitation in saying that
great damage would arise. He was required to
make an account to the Court of Chancery which
would be forthcoming, and, in fact, the present ap-
plication only anticipated the information which
would then appear.
Three shareholders, Dr. Thorn, Mr. Shepherd,
and Mr. Partington, addressed the Chief Clerk, and
urged the necessity of an inspection, and thought,
as Mr. Lewis had initiated the subject, it should be
intrusted to him.

On the other side it was stated that Mr. Lewis
had advertised for the support of the shareholders
since the last meeting. That gentleman produced
his authority to appear for numerous shareholders.
It transpired in the course of the discussion that a
call had been made on the shareholders.

The Chief Clerk asked whether a call had been
actually made.

Mr. Harding said there had, and it was payable
on the 15th of September.

Mr. Lewis said it was quite true, and hence his
application, to know whether when fraud was al-
leged that a call could be enforced.
The Chief Clerk wished to know whether the list
of contributories had been settled.
Mr. llarding said it had been settled.
Dr. Thorn denied that a list had been definitively
fixed.

Mr. Grissell disputed the statements of Mr.
Howell.

Further discussion followed, and eventually the
Chief Clerk said he should make an order on Mr.
Lewis's summons for an inspection, which the other
parties could see, and it would be better to fix on
some one person for all, and if they could not agree
he would himself settle the question.
The matter was adjourned to Thursday next.