CORRESPONDENCE.

Poverty Bay Herald, Volume VII, Issue 1168, 10 November 1880, Page 2

CORRESPONDENCE.

[ V'.'.lnio. liuiil outsbli'cs respvisi'ile for "pinions ,- - - Mxproa^Gil by nniTCapninloiir.s.]

« The South Pacific Petroleum Company.

w MR. "WILLIAM CLARKE'S REPLY TO MR. FLEMING. [To the Editor of tlie Herald.] Sir, — I deeply regret that it should ba necessar}', in my own interest, to address a few words to the public upon the topic of the two communications published in the Gisborne journals by Mr. Fleming, of Sydney, and his clerk, Mr. Jopling— the one signing himself Chairman of the Board of the South Pacific Petroleum Company ; and the other being the Secretary. Both of these, communications should have been addressed to the shareholders themselves ; and are not properly what may be culled public matter. The good taste and animus displayed in each will be apparent to anyone, aud of the latter I have determined that a jury shall decide. I am accused of exceeding my duties by both of the writers, one acting for himself and the other " by order of the JSojird." Mr. Fleming informs the public I " ivas permitted (the italics are mine) to proceed to Gisborne for the purpose of placing the Company's shares, and thereby creating a greater local interest, and also to report to the Board concerning tenders for boiing, and in the Company generally." Here are my instructions : — „ ".Office of South Pacific Petroleum \/> t Company (Limited), '■•.' " 34 Clarence-street, Sydney. .' . K '■ "June 30tfa, 1880. "Wm. Clarke, Esq., Gisborne, New '" Zealand. - "Dear Sir, — At a meeting of the Directors of the South Pacific Petroleum Company held at 34 Clarence-street, on Friday, the 25th inst., it was resolved that the Board authorize you through their Chairman, to contract for boring as accepted by them, and to superintend the work until re-called, and bo make such drafts on the Company as may be required for progreis payments, as stipulated in specification, attaching a statement to each draft showing the work that has been done. You will, also, draw on the Company, from time to time, for your own expenses as agreed previous to your departure. "I, therefore, as Chairman of the Board of Directors of abov* Company, request you will act as apecif-ed herein. "WIIXIAM FfiEMIHG."

: Mr. Fleming, in his letter to you, defines my powers very fully indeed, covering all with "and (acting) in the interests of the Company generally;" I have always done the latter most faithfully, and it is difficult to imagine an excess of duty possible. Mr. Fleming tells us, also, a more serious thing, which is that the proxies sent over and were endorsed in the manner directed at ' the public meeting iof shareholders held in Gisborne, on the 30th September last. "This endorsement was informal." Whosaid so 1 I contend that the 20,107 shares represented in those prox,iqs,,had a rujht of representation even, if 'the. endorsement had been informal, which it certainly was not ; bat not only are they apparently ignored, but the expressed wishes of the shareholders conveyed in Dr. Percy's letter to the Chairman of the meeting are set at defiance, and not even the common courtsey of reply granted to him. Soon after my meeting with Mr. A. Y. Ross in Sydney in September last year, and hearing his very faithful description of the Oil Springs at the present Company's works.. I determined to devote my time and energy to the development of the Petroleum fields of New Zealand, and consulted with Mr. Marshall Bayley, Broker of Pitt-Street ; after having obtained some adherents, I was introduced to Mr. Fleming as an expert in Petroleum. He met me by the assertion that "that oil never came out of the ground." I gave him an assurrnce that it did, and asked him if he would be willing to go to see it himself, if I first visited it and confirmed its existence. To this he agreed, and then I made certain proposals to him which were accepted. He said he would have no difficulty in completing my Syndicate of 15 persons, and I left for New Zealandin January last. After seeing the Oil Springs I telegraphed to Mr. Fleming as had been agreed, "All right " and then went up the Coast for an examination of the oil country generally. On his arrival we went to the springs and he was so pleased that he exclaimed "he had never seen such a thing in his life," and was so en-; thusiastic, as Gisborne people will re-, collect, as' $0* say "he would go to Canada to purchase . the refining plant, it was good en'oagh for him to put two or three thousand in it, !&c." We departed from Gisborne, every body being pleased with the visit, and I particularly, to return to our Syndicate and report so favorably^ Mr. Fleming reached Sydney a day. or two before me, and after my arrival he deferred having a meeting called for a further few days, when it was held at the offices, of Messrs. Marshall Bayley and Peebles, some of our Syndicate not being present. It was determined to issue a short . prospectus among the members, and ask for their further subscription. . M.r. Fleming declined to write any report of his visit, ,or his opinions, both Mr. Bayley and myself pressed him to do so, on the ground pf. his having been sent over by subscription, but he resolutelyrefused. The consequence was the breaking up of the first Syndicate — very few, perhaps four out of fifteen retaining an interest beyond the number of paid ups, agreed to be issued for their first subscription. This was asad blow to my efforts, and I had many anxious conversations with Mr. Bayley as to the manner in which we might yet reach success. I then wrote a public prospectus, Mr. Fleming permitting only the following paragraph to appear — "The property has been visited in the interests of this Company by an experienced American oil producer who states his opinion to be that payable oil is within a short distance from the surface, that the quality is very superior and that the cost of proving the property is not likely to be greater than, say £2,000, .qr Is. per share on the ; cagjtal of the Cdmpany. :#£*■** Now, I may here ask, how it is that Mr. Fleming is so modest and retiring as to dislike his name appearing in prinfo to a report on our property which he had been paid to visit, yet can rush into print gratuitously with the object of inflicting a grevious injury on me, thus proving the truth of that shocking sneer at the word gratitude ; for I had perhaps done him the greatest service that he had ever received in his life by making him equal to myself in any emolument arising from the formation of the Company, which I was expending, my whole time and energy upon from October, 1879, to June 3880. Many dreary weeks passed in Sydney after the breaking up of the Syndicate before I could: see daylight through the clouds that hacfcj spread o"er my work, and then it was^ on the receipt of a telegram from Mr. Stubbs, stating that the plucky people of Poverty Bay " wanted 6,200 shares." At this time Mr. Fleming had not taken a single share, but had expressed an intention "to take 6000 when the time came — in fact we were to reckon htm good for that number. A few weeks later came another from Mr. Stubbs, " Want another 3000," and with this latter cable I was able to coufirm some waverers so as to close up the business sufficiently to commence operations. At a meeting held at the Coffee Palace in June, Mr. Fleming said he would subscribe for 3000 shares (!), and at the same meeting it was unanimously voted that I should proceed to Gisborne for a period of four months as Managing Director. My duties were explained at the meeting to be to get the boring business forward, to dispose of the balance of the shares, and to attend to the general interests of the Company. I was in the office of the Company on the morning of the 18th June, and enquired from the Secretary 'of the Company if Mr. Fleming had taken up his shares. He replied in the negative, but before I sailed the same evening Mr. Fleming told me he had taken up 1000 shares (!!) this was some days after a resolution had been passed that the balance of shares should be sold at 3d premium. I applied for 1000 for myself at par, as soon as I arrived in New Zealand, but they were not sent, and Mr. Fleming wrote on July Ist," "It cannot be that you request 1000 at par . after their selling at 3d premium." So that I paid the double price without a murmur. I have faithfully performed all the duties prescribed to me as far as the Board in Sydney would second my efforts — but I have had grave reasons to be much dissatisfied .wiih its actions both in its dealing with me, its conduct of the works, and its general repudiation of the large body of shareholders in this community, numbering as they do twoi birds at least of a majority, and holding 3000 of a majority of the shares issued.

My advice has been systematically ..:■;• laid to one side, in one instance causing'" ; the loss of about £100- and some most valuable time ; and with regard to the latter my most urgent remarks^ are eutirely unnoticed, yet I am told I have exceeded my duties, I suppose, from excess of zeal. Now Sir, — I write this letter at the . desire of a number of g-mtleman (shareholders) who I am proud to reckon, iffi v among my friends and who are acquain- ..' ted with many of the difficulties ~l~hav£~r. : , had in. forming theS.-P. P. t-0.., but I .",__' do not feel thorough satis factioA iv doing '.^"j so, for as we are on tiie eve of a revolur; , „; tion that will cause Gisborne to be the "' vortex of business, bustle and excitement — ri on the morrow, being the centre of the Petroleum fields of the Southern Hemisphere, all these petty grievances .will be lost to view in the general whirl. . I wish the Board of Directors to attend to their business .without trying to raise bickerings, I will attend to mine mo3t x unflinchingly aad will still tender my advice to the Board of. which I amja.,, member, whether my aSvice,i3:deposite|l in the waste basket or not. • b-<; In conclusion, I wish to assur^/thp ' shareholders here that it is my inientioh ' to remain, and I shall be happy- to place" my services at any time at their'disposal. Their wishes i can be made to > be known and respected' attlhe'desiredjiime } and as nc general raee.tingT ;of the Com- •'. pany cau take place until February next, there ia ample .'time' • to di^pus3. T .Jii.e. r Q.matter without allowing r - angry f eeliiftgs to dictate too hasty action. . . . The shareholders have been respectful-, enough to the Board to have deserved courtesy, but they have at any time power to rule. . - My share interest is, Ibelieye^the • ; , largest in the Company, at present/send . • I am more inclined to increase xfcjjjMn'' otherwise. : -/ Veiy obediently yours,

A Comtented Mind.—Ladjr'-'^Tt^^-tell me your cow never gives any; v Betty?" Old Betty: No mum^she^ don't 'give hardly any. But bjestf 'elvj 'cart, sne'Jl eat as much as tworo' them good milkers !"—Fuh. . ' N<it a Proinising Yoimg ' Scqfc^ Old Highlander (to village , postboy withra^ telegram) :"D'.ye ,ken, what it's ,ab(j6t,,/j Sawi'ie^ "Aye, it said tlial;"T6naldi'Bi-; comin hame the morii'g] ittorn rae/thA^/fushing'; an' ye'li .hae ta pay.a saxiglijpp?! iv I'm not to gi'eye it." Old Hijjli^^BE^- " Na, ua ! Ye maun jist t^k^fl^^^HP^ and say I dinna want it. "— J^^^J^Pj An American politician "is o^^mioirthat the United States-navy, in its present form, its j ust as useful ; td the nation as a pair of braces is to a South Sea Islander.; • •.. ,"■; y- ;.--• : ; ; ■;_