CAPEL COURT.

The Stock Conversion and Investment Trust, Limited.-This is a proposal to a confiding public to subscribe, between Tuesday, the 25th inst., and Thursday, the 27th inst., the capital sum of £600,000 in a Three and a Half per Cent. First Charge Preferred stock (Caledonian Railway Ordinary stock) at 87. Tempting as the proposal seems, there are as many reasons against its being acted upon by the investing public as there are against a Scotch salmon taking the gaudy fly on the cast of the noble chairman, the Most Honourable the Marquis of Tweeddale. The Caledonian Railway has been as much overdone as the Tweed has been overfished. The Tweed rod and line, with a man at the one end and a worm at the other, may wait as long for a bite as, when things shake down a bit, the present investor in Caledonian Railway will wait for traffic returns which will warrant the right sort of dividend. Going thus, at present, into this thing for speculation or for investment, is very much like a Scotch salmon going into a cook's pot. It is not to be thought of. The high pressure of shipbuilding which has so much augmented Scotch traffics is giving out. We are having too many ships, and a scare is setting in among shipowners. Nor can the Admiralty prove helpful on the Clyde private shipyards. Strike, strike, is the present Clyde shibboleth; and what shipbuilder will engage himself under the conditions implied in indefinite wages? There are other common-sense objections. It is an impertinence to so limit the subscription-time. Why not have given two hours instead of two days? The thing is not big enough nor is the cause good enough for the high falutin. Against the Most Honourable the Marquis of Tweeddale there is only this to be said, that however warrantable and usual in matters of ceremonial to trot out at full length the verbiage of nobility, in affairs of business, and especially when seeking money, modesty will always be found to go farther and to fare better than such puffery. Altogether the prospectus smacks of Colman's mustard mode of advertising; it bristles with bankers' names to whom money may be paid in London, Liverpool, and Manchester, and in Edinburgh and Glasgow; and even Halifax has been roped in for brokers. Much cry and little wool; a better cause would have stood in need of less wet nursing.

The Bath Brewery, Limited.-The articles of association are more comprehensive than the title, and should the "bring out," like marriage, prove a failure, there might be resuscitation after a decent interval, with the amended title.-The Bath Brewery and Public-house Pawn-shop, Limited. Under the articles of association anything may be done for publicans, and probably also for barmaids. Not that the experience gained by others in barmaid shows is likely to be lost on the men named for the direction; still, there is latitude enough taken for barmaid shows and also for ginger-beer making. £100,000 is asked for in debentures and £120,000 in shares, and as Jonah was three days in the whale's belly, the direction is willing to hang for three days upon the tenter-hooks of expectation for the money. Really, if the public must have more breweries, Bath is a far cry for one. The town is unknown to fame for beer, but its reputation is well established for an excess of unmarried women, and for a useful kind of freestone which stonemasons saw up for building fronts. A Bath Freestone Company would have been more worthy the genius of the direction, or even a good matrimonial scheme for a better equalisation of sexes within the fair western city. The brewery is as much a mistake as would be the bottling up of the once-famed Bath waters.

The shares in the Horse Shoe Hotel and Taverns Company were quoted on Monday at 14 premium.

Villar y Villar, Limited.-Because a comparatively small business, worked on the spot by local people, makes a profit, it is madness to suppose that proportionate or any success would attend the working of it by a company with such a large capital as £150,000, out of which must come promotion-money, and the interest on which, even at the smallest rate, must seriously handicap the concern. From the prospectus we learn that as much as £125,000 of the £150,000 asked for is to be paid for the property and goodwill, and that there is a further sum to be paid for the stock-in-trade. The prospectus is ominously silent as to what this further sum is. Is it, for instance, £25,000? And there is no reason to suppose it would be much, if any less, if the business and profits are such as described by the prospectus. But the promotion-money would easily run it up to this figure. Where then is the working capital to come from? or is it intended to saddle the company at start with debt in respect of any of the foregoing matters? It should be added that tobacco has been overdone, some of the recent promotions in that industry having had to draw in their wings by the closing up of retail shops. Much as the weed is loved, and much as its varieties are patronised, there is a clear limit to the possibilities of consumption, and that for the present has been reached. An ugly feature of the concern is that the vendor syndicate who sell to the company are the directo:s of the company themselves. In other words, the samo persons are buyers and sellers, only that when they huy they pay not out of their own pockets, but out of the pockets of the shareholders. This feature is enough, in our opinion, to damn any concern. How, for instance, can we take without suspicion the statement that the directors, who are themselves interested as vendors, have made inquiries, and that the output shows a profit? Beyond this meagre statement of the vendors' belief there is not a single figure given, and not a single person seems to have examined the books of the late Senor Villar y Villar, who, for aught the prospectus tells us, may have died hopelessly insolvent. The fact that a certain cigar is suited to some palates is not sufficient to entitle us to assume that it is being produced at a profit. Yet the promoter has nothing else to offer us than that the vendors believe that the output is so much, and that they estimate that the average rate of profit on this belief ought to be so much; then that if this belief be well founded and their estimate be well grounded, and they have not allowed their minds to be prejudiced, the total profit must be so much.' This is, to say the least, audacious, and is nothing less than an insult to the intelligence of the ordinary investor. It would be audacious enough if this contingency, founded on a contingency, had been the result of independent testimony. But the people who put forward this belief and who form this estimate are interested in the sale to the company. Applicants are told in the prospectus that they will be deemed to have waived any objection on this ground. It is certain there will be no applicants if they take the trouble to acquaint themselves of this feature, and of all that it implies. The only chance is, that caught by the name of a cigar which recently has come to be known among us, they may invest their money without stopping to inquire whether it is produced at a profit, what that profit is, how much their directors are justified in paying as purchase-money, and whether those directors have interests which are, or are not, directly antagonistic to theirs.

The Uruguay Northern Railway Company, Limited. This is a proposal for £449,400, in a 5 per cent. debenture stock which is to be secured as a first charge. The subscription list is exceptionally long-winded, running as it does to the 30th June, 1890, that no chance of getting money may be lost. Five per cent. is taken at once, 15 per cent. on allotment, and the balance up to 90, the subscription figure, is divided into four subsequent payments. Whether the money is now found or not, it is a safe assertion that subscription must be by those who know nothing of Banda Oriental or the Uruguay. The country is a splendid one, but the native inhabitants, who have the entire direction of affairs, are generally speaking extremely lawless, and also extremely despicable. They are of the knife and the lasso, rather than of the trade development class on whom railway revenue so much depends. And in support of this assertion it may be stated that some years ago a band of

ruffians, with the pretension of patriotism, took the President from his bed and shot him like a dog in the Plaza of Monte Video. The investment is indeed a risky one, although in the long years to come, when foreigners become naturalised and take part in the direction of affairs, it may become as safe as the Bank of England.

THE Settlement commences to-day, and it is expected that it will prove a remarkably light one. Very little business has been done during the account, the majority of bargains still open being brought over from last time. Money will be remarkably easy, and no fears need be felt as to the arrangement of things.

THE sudden change in foreign stocks on Monday was a feature in the market. They opened very dull in the morning, and, without any reasonable excuse, they all were strong in the afternoon.

The difference resulted

from changing views with regard to the Emperor of Austria's speech. This was thought to be warlike in the morning and peaceful in the afternoon.

PEOPLE who are holders of Paras will do well to get out of them at the first opportunity. The inside ring are unloading as fast as they possibly can, and the market shows that it cannot stand very much of this sort of thing. The price drops bit by bit.

THERE is trouble in the Passburg Grains Syndicate. The Stock Exchange men are all dead nuts against Mr. Cottam's undertakings, and like to check them at every possible opportunity. A lot of money hinges upon whether the jobbers will settle their deals in them on next Friday or not.

A MAN who has just returned from a twelve months' visit to the State declares his fixed belief that American railroads are on the upward tack. He believes that all the big men are bulls, and that the condition of the country fully warrants a further increase in quotations.

THE revival in South African gold shares during the past few days has been mainly due to the discovery that Mr. Coronel's bear sales in this market have not yet been fully covered. He was especially short of Spes Bonas, and they have had a smart rise.

SATURDAY has become the regular day for the massacre of companies which have been far from innocent. The Chancery judges last Saturday made a perfect hecatomb, no less than thirteen winding-up petitions having come before the Courts.

THE decision of Mr. Justice Mathew that a broker is not entitled to charge a client more than the recognised contango rate for carrying over stocks has been received with general satisfaction. Brokers generally consider that they are entitled to some remuneration for the trouble of carrying-over, but before such a reasonable demand could be ascertained a decision like that of Mr. Justice Mathew's was necessary, so as to put all brokers on a footing of equality to start with. When it is recognised that, legally, brokers are not entitled to charge for what is sometimes a troublesome operation, it should not be difficult to effect a change in the practice. The Stock Exchange Committee might well be asked to consider the subject.

MR. GOSCHEN's new tax on company registration, which was largely due to the suggestions made in these columns some time ago, has proved a happier inspiration than the Chancellor ever anticipated. In Whitsun week, when a couple of days were deducted, the aggregate capital of the new companies registered was £5,725,000, the largest sum ever registered in such a brief space of time. The revenue from this tax is double what was expected.

THE Champion Reef Gold Mining Company is an offshoot of the Mysore Mine, and as the directors are practically selling a portion of their own property to themselves, one would naturally expect that the terms would

be easy.

But the purchase price of a portion of the Mysore property is actually made nearly as great as the entire sum of the original capital of the Mysore. Of

Ex

course it may be said that when the mine was first brought before the public it was entirely untried, and that the shareholders are now entitled to the unearned increment arising out of the high credit in which Mysore now stands. That argument would hold perfectly good were it not that the Mysore people are expected to take the principal interest in the new venture, and thus the transaction savours of robbing Peter to pay Paul, or of taking money out of one pocket to put it in another. The sale of the three blocks is made so as to provide more working capital to open up the mine in fresh spots, and it is a pity that so much of the new capital should be dead weight.

THE result of the struggle between the Northern and the Union Pacific Railroads for the control of the Oregon and Transcontinental Company was a compromise under which the spoil is to be divided. The Oregon and Transcontinental was itself the outcome of a former compromise between virtually the same parties, and the arrangement then was that this company should hold the balance between the conflicting interests by acquiring the commanding influence in the Oregon Railway and Navigation Company-over whose lines both the Union and the Northern Pacific must pass to get to Portland, the principal city on the coast-and a large block of shares in the Northern Pacific. Now the Oregon Railway and Navigation shares held by the finance company are to be handed over to a local syndicate, which means the Union Pacific interest, and its Northern Pacific shares will be taken charge of by Mr. Villard. There would thus be no function left for the Oregon and Transcontinental to perform, and its liquidation was looked for, but it is now suggested that Mr. Villard will reconstruct it on a new basis, making it a species of financial handmaid to the Northern Pacific.

The

THE United States are evidently being ransacked to the uttermost corner for breweries to float in our market. sheep-like way in which promoters follow one another is pitiable. Because one company of a particular kind seems good, every bob-tail promoter must get hold of a scheme of the same description, until investors are sated and sickened with the thing. Water-gas companies followed another until the market could stand no more; bread company led bread company until the whole lot fell into the ditch, and now American breweries are playing the same catch-as-catch-can game. Even Denver, Colorado, which is hardly counted within the limits of civilisation, is now in the Brewery swim.

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Ir is rather awkward for the promoters of Schmidt's Brewing Company of Chicago that the consumption of the brewery's beer last year was smaller than the year before. The "cool summer of last year gets the blame of the falling-off, but apparently the "coolness" did not confine itself to the summer, but seems to have extended itself to the promoters of this £250,000 brewery.

A LOT more American breweries are promised us. They will go on appearing just as long as the British public will subscribe to them.

THE prospectus of Villar y Villar speaks of the prosperity of Henry Clay and Bock, Limited, but it carefully omits to mention that Partagas and Company has not been by any means a magnificent success.

THE protest of holders of Argentine Hard Dollars has not been without effect at Buenos Ayres, where they see how serious it would be were the London market to be closed against further Argentine issues. Accordingly the Government has arranged to continue paying the interest on this loan which is nominally a gold one, in its povertystruck paper until a new arrangement can be patched up. The idea is to pay off the loan by the issue of 34 per cent. gold bonds in place of the 6 per cent. bonds now existing Calculating this out, it is found that to be paid off in a 3 per cent. gold bond comes to mean almost the same as being paid off at par in paper, with the gold premium at 70. But at least the bondholders would know where they were when they received the gold bonds, provided they too did not ultimately degenerate into a paper security as the Hard Dollars have done. MERCATOR.