Company business at the commencement of the second half of the twentieth century was initially dominated by a dispute, the seeds of which were sown 130 years earlier. The course of the canal through Knottingley when constructed between 1820-1826 had skirted the boundary of Knottingley Brewery, the site of which was on top of a steep embankment with a newly built wall of local limestone dividing the company’s land from that of the canal company below.

On several occasions between 1902–1914 the then brewery company solicitors, Smith, Smith & Fielding, made representations to the Aire & Calder Navigation Co., concerning the deterioration of the boundary wall and in October 1910 it had been suggested that without prejudice to any claim for compensation by the brewery, the canal company should take down the dangerous section immediately. (1) No action was taken, however, and in September 1950 a section of the wall close to the brewery buildings collapsed, taking a portion of the company’s private access road with it. The initial response of the Docks & Inland Waterways Executive, which by virtue of the 1947 Transport Act had replaced the former canal company, was to accept responsibility for the wall. (2) Following an engineer’s survey, however, it was asserted that the effect of traffic using the road was the cause of the collapse and the waterways executive therefore disclaimed all responsibility. After a series of unproductive meetings between the contending parties the issue remained unresolved and a hiatus occurred until the spring of 1952. (3)

At that time, with signs of further damage occurring, the brewery company decided to force the issue. A barrister and a civil engineer were engaged by the company to formulate a case and initiate legal proceedings. (4) A writ and statement of claim issued in December 1952 was contested by the waterways executive and preparations were made for the case to be held in camera at Leeds Assizes on Thursday 2nd July 1953. (5) At a pre-trial conference attended by the company directors and representatives, however, Mr. John McLuskie Q.C. advised that for want of documentary evidence to support the claim in refutation of that of the defendants, there was little chance of the trial judge finding for the Company. In the seemingly unlikely event of such documentation being obtained from the company’s former solicitors, it was advised that a compromise be sought in order to avoid litigation, or failing such a compromise, the suite be withdrawn. The Company chairman therefore instructed their solicitors to act upon Counsel’s suggestions. The decision was endorsed at a board meeting on the 7th July 1953. (6)

On the 28th July it was reported that the defendants had rejected a mutual settlement and that the legal proceedings had been discontinued with the prospect of a sizeable bill which included opposition costs. (7) The Company sought to minimise costs by offering the waterways executive 200 guineas in settlement while being prepared to pay in full if necessary and of the bills totalling £465 received in November 1952 almost half was due to the waterways executive. (8)

Emboldened, perhaps, by the easy victory, in November 1959 British Waterways notified the company that the acknowledgement fee of 2s 6d per annum paid in respect of the discharge of the brewery drain into the canal would be increased to £3 p.a. Company protestation that since the closure of the brewery in 1935 the drain was hardly, if indeed, ever, used and that the proposed increase was extortionate and should be reconsidered, brought little relief. The response of British Waterways is not recorded beyond the fact that it was still regarded as exorbitant. In January 1960 the demand amended to £2 p.a. was reluctantly accepted by the company. (9)

In accordance with the desire expressed upon his appointment to the joint position of company chairman and chairman of the board of directors in 1947, Colonel W. G. Charlesworth, who was also the B.Y.B. Chairman, continued to be appointed on an annual basis. Under the terms of the 1948 Companies Act any director upon reaching 70 years of age had to give notice of his intention to retire or be nominated by a fellow director for re-election on a four year rotational basis. Thus, Charlesworth, who was 70 on the 16th October 1949, was formally proposed by H. Watkin, who, in accordance with the Act formally notified the company secretary by letter of his intention prior to the A.G. M. in order to enable shareholders to approve or reject the re-election. As the majority of the directors wished to continue in office the system of nomination and re-election became a reciprocal process. (10)

Charlesworth’s fellow directors in 1951 were A.E. Irvin, H. Watkin and J.C. Scott. Unsurprisingly, the rigours of wartime and the strain of a decade of austerity, added to the frailties of advancing age and undermined the health of the directors and senior staff members. In September 1956, William Thompson exercised the option to resign at the four year mark of his seven year contract. Thompson had served as secretary/manager for 20 years following his transfer from B.Y.B. in August 1935 and was so worn out that the period of his notice was spent on sick leave. As successor to T.J. Sides as manager, Thompson had inherited all the pressures of the post and additional ones arising from conditions of life between 1940-56, which Sides could not have envisaged. Furthermore, Thompson, while still remunerated, undertook his work without the regular, leisurely, recuperative holidays enjoyed by Sides during the 1920s, or indeed, without his vast network of social contacts to ease the burden. During Thompson’s indisposition, Mr. F.M. Watson of B.Y.B. Ltd., served pro tem until in October 1956 Mr. E. Philpott, the erstwhile company traveller, took over Thompson’s duties. (11)

The board stood in respectful silence on the 21st February 1958 following the death of Harold Watkin. Like Thompson, Watkin’s health had been undermined by the demands of the work and he had been absent from board meetings from mid December 1957 due to illness. (12)

Watkin’s successor was Albany Hanks who, as B.Y.B. properties manager, had a frequent and long-standing connection with Carter’s board. Hanks’ appointment coincided with the beginning of a marked but protracted decline in the health of the chairman, Charlesworth, who was absent, ill, at the time of Hank’s inaugural meeting. (13) Hank’s introduction to the Board in April 1958 was preceded by a letter of assurance that he was in possession of the company share qualification imposed by the Companies Act. (14) The Act also decreed that subsequent purchase of any company stock must be notified to the company secretary and fellow directors and entered into the company register of shareholders. (15) Similarly, it was a requirement that notification be given of any additional directorships held by board members, such as that of Hank’s who, in November 1966, briefly joined the board of Alfred Hanks & Son, Stanley, Wakefield. (16)

Charlesworth’s prolonged illness was punctuated by a family bereavement and caused the deferment of the election of a company / board chairman by several weeks early in 1959 so that it was not until March that year that he was unanimously re-elected joint chairman. (17) In September 1960, however, continued ill health compelled Charlesworth to resign his directorships. (18)

At a board meeting on the 27th October 1960, Hanks and Scott proposed Irvin, who had been acting chairman, as joint chairman, stating that

“…nothing would give [him] greater pleasure but he lived too far away.”

Irvin declined election and proposed Scott for the joint office. The situation reprised the events at a B.Y.B. board meeting a month earlier when in expressing regret at the circumstances which prevented Irvin’s appointment, Scott revealed that Irvin was the sole representative of the founding dynasty retaining an active role in B.Y.B. Ltd. (19)

Charlesworth, who had retained his directorships, remained indisposed throughout the early part of 1961 and died on the 9th April, his passing marked by the silent tribute of both boards and the condolences of his many business associates. (20) In June 1961 Mr. John Pirrie McKenzie was proposed as a director of Carters’ board, taking his seat the following month. (21) McKenzie’s appointment was the precursor of a series of changes in board room personnel from the mid 1960s as will be shown anon.

The annual review of staff wages and salaries introduced after the war continued throughout the two following decades with average increases of 10s per week to senior personnel and 5s per week to junior employees. An exception was the secretary / manager, William Thompson. In October 1951 Thompson’s salary was raised by £150 to £1,150 p.a. but remained at this figure until October 1953 when he was awarded an increase of £100 followed by a further increase of £100 in 1954, making his annual salary £1,350. (22)

Comparison of staff wages from October 1951 reveals weekly earnings viz: -

The salaries were increased pro rata by 10s the following year at which time details of day wage employees reveal that the company employed a joiner, A. Murgatroyde, two painters, father and son, both named William Brown, and a Mrs Hartley, presumably a char lady. Of the above, only Mrs Hartley’s wage of 1s 6d per hour is specified. A note indicating that the wage of William Brown Senior was to be

“restored to the full rate”

as paid to the other two craftsmen gives no detail of the actual rate paid.

The 1952 list also refers to personnel employed at the company’s mineral water works where the salaried foreman, J.A. Sefton, was paid £7-7-0 per week and in addition, lived rent free in a company house on site which had a rental value of 10s per week. A day labourer, R. Hope, was paid 2s 6d per hour. (23)

In addition to the above remuneration staff received an annual sum at Christmas in recognition of services rendered (24) and when the salary review and increases occurred in 1963 each person received a bonus of 5% of their new salary. (25)

Ex gratia payments were also made to senior and long-serving staff. Thus, the retirement of H.J. Grainger upon reaching 65 years of age at the end of October 1951, was marked by payment of a £50 tax free gratuity. (26) Thomspon, whose service agreement had been renewed for a seven year period from 1st October 1952, broken in health by the strain of the job, exercised a four year release option in September 1956 and received an ex gratia, tax free payment of £315

“in recognition of his services to the company.” (27)

Likewise, the closure of the firm’s mineral water works marked the end of 38 years service by J.A. Sefton who was awarded £1 for each year of employment. (28) Lesser beings, such as the invoice clerk, Miss A.D. Armstrong and the company’s painter, W. Brown Senior, although fulfilling a substantial period of service, were merely replaced unrewarded. (29) An insight concerning the attitude of the employers toward rank and file employees is afforded with regard to Mr. J. Taylor, a cooper with 19 years service with B.Y.B. of whom it was stated that

“…owing to the short term of service…”

did not warrant a weekly pension but would receive a cheque for £25 on retirement day. (30)

A prerequisite for the work undertaken by the company traveller was the provision of transport for his use. By 1954 constraints imposed by the shortages of the post war decade had been largely removed. In that year the company paid £676-9-2 for a new Hillman Minx saloon car to replace a Ford Perfect which was taken by B.Y.B. for £200. (31) The Hillman Minx was a popular car with the company for three years later the company paid £332-18-0 for a second such model, £470 being obtained by part exchange of the former vehicle. (32) A third Hillman Minx was obtained by part exchange in February 1961 and this in turn was replaced in September 1964. (33)

Perusal of company wages data indicates a fairly rapid turn over of junior staff between 1951 and the late 1960s, no doubt reflecting greater mobility of labour consequent upon conditions of full employment and rising wages in the immediate post war decades. Thus the long-serving Miss Armstrong and Miss Leeman were replaced at frequent intervals by various successors following their respective departures from the company in 1951 and 1956. Similarly, Mr. J.W. Hopwood, who joined the company late in 1951, was replaced within a few years by Mr. D.G. Green who became the company traveller in 1964. (34)

In terms of social and economic status the chief beneficiary was E. Philpott, the erstwhile company traveller whose annual salary rose from £494 in May 1951 to £750 by 1955 and then to £900 the following October when he was designated as the successor secretary/manager following the retirement of William Thompson. At that time the weekly wage of W. Berry, who had been upgraded to chief cashier following H.J. Grainger, was increased from £11-10-0 to £13-0-0 conditional upon his assisting Philpott in his new post. (35) Thereafter, both men received regular increases, Philpott’s salary being increased by £52 and Berry’s by half that amount in 1957. By the following October, Philpott earned £1,000 p.a. and Berry £800 and these sums wee increased by £100 and £75 respectively in April 1962. In November 1962 the salaries of both men were increased by £25 plus 5% of their respective salaries as a bonus. The following year, Philpott was given an increase of £100 and Berry £50 and again received a 5% salary bonus. (36) J.D. Hopwood’s salary rose from £376 p.a. to £494 between 1952-56, while his apparent successor, D.G. Green, received £588 p.a. in 1960, £611 in 1961 and £700 with a 5% bonus in November 1962. (37)

The figures must be treated with some caution, however, as they were subjected to a degree of manipulation. Thus, when Philpott succeeded Thompson in October 1956 his starting salary of £900 was £450 less than that received by Thompson at the point of retirement and despite the regular incremental rises it was not until 1964 that Philpott’s salary exceeded that paid to Thompson. (38) Even then the effect of inflation on prices in the interim meant that in real terms Philpott was losing out. Likewise, when Walter Berry was appointed chief cashier in October 1951 his salary increased by 15s to £8 per week, which was £1 per week less than that of his predecessor, thereby also opening a differential gap of £2 in the respective weekly earnings of the company traveller and the chief cashier whose earnings were equal less than five years earlier. (39)

In January 1959, B.Y.B. Ltd. granted senior salaried staff of suitable age a one year extension if desired of their existing service contract. Carters’ board unanimously agreed to allow Philpott and Berry to exercise the option which both men elected to do. Apart from the scope for additional earnings, the pension enhancement was tempting. (40)

Berry retired in 1963 but Philpott went on to complete 45 years service, retiring as managing director and company secretary with a seat on the board, in February 1967. Philpott, who had been appointed as a director of the company the previous year, retained his directorship for which he received £400 p.a. to supplement his (half salary) pension of £875 yearly. (41)

Between 1951-54 the annual profits of the company fluctuated, averaging £8,850 with a peak of £9,110 in 1952-53 which may have been enhanced by Coronation celebrations in the latter year. A sharp rise occurred in 1954-55, however, to just under £11,500 and this was repeated in the financial year 1956-57 following a slight but insignificant drop the previous year. An increase of almost £2,000 in 1957-58 to £13,393 marked a rising trend as individual prosperity increased, boosting personal spending, culminating in a profit of almost £15,000 by 1960-61. A hiccup the following year saw a fall of £2,556 before profit soared to £17,027 in 1962-63. The mid sixties were extremely profitable showing £19,775 in 1963-64, increasing to almost £23,500 and then £23,700 in the following years before reaching almost £25,000 in 1966-67, the last year for which figures are recorded in carters’ books. (42)

From 1954-55 the portion of surplus profit transferred to the company’s property account steadily increased from £2,000 to almost £9,000 in 1957-58 before falling back to average £3,000 p.a. between 1961-63 and then attaining a constant level of £10,000 each year from 1964. (43)

Throughout the period under review a dividend of 10% p.a. was paid to shareholders, together with a bonus of 6%, less tax. The implications for shareholders arising from the costs of the rebuilding and refurbishment programme are seen from the mid 1950s. In 1954 a proposal to declare an intermediate dividend on ordinary shares of 6% less tax was questioned by Irvin who framed an amendment reducing payment to 5%. The amendment failed to find a seconder, however, and was unadopted. (44) Two years later a similar situation arose when at Charlesworth’s request, Watkin visited his home for a private discussion concerning company affairs. As a result of their deliberations the board meeting on the following day discussed the desirability of calling in the 4s unpaid on each ordinary share. The consensus, however, was to defer any decision until a later date but there is no indication of any reintroduction of the subject thereafter. (45)

Annual dividend payments together with the proceeds from the sale of land and property assigned to the Debenture Holders as loan security boosted the balance of the account in their collective name supervised by Trustees appointed on their behalf. (46)

From a mere £65 in January 1951 the sum rose to £3,960 by 1959 until it stood at £7,533 the following year. (47) It was at this point that the directors began to cast envious eyes on the Debenture Holders’ account. In December 1960 the company solicitors assured the board that money in the account could be used for the alteration or rebuilding of company property and a decision was taken, subject to the approval of the Trustees, that £7,000 would be used toward the cost of structural alterations to the Anvil Inn, Knottingley, which was a property designated to Trustee care. (48) Originally three in number, the Trustees had been reduced to one, Albert Middleton, following the death of W. Schofield in 1950 and Will Bentley the following year. In December 1951 Captain A.E. Irvin was appointed as a Trustee and in January 1952 G.C.B. Charlesworth, a relative of the company chairman, was appointed to fill the remaining vacancy. (49) The appointment of a board member and a close relation of the chairman of the board as Trustee reinforced the control of the directors of the funds of the Debenture Holders and this control was further assured when, following the death of Middleton in December 1960, the board decided against the appointment of a replacement. (50) The decision may have been influenced by the recent merger of Carters’ with its parent company but undoubtedly the exclusion of a third Trustee served the interests of the board.

Between 1962-65 the account showed a credit balance of £5,398. Upon completion of the sale of the brewery site in October 1965 the cheque for £20,298-8-3 plus 5% interest was deposited in the account of the Debenture Holders which then stood at £33,187. The board immediately sought the permission of the Trustees to draw £30,000 to be used for rebuilding the Old Crown Inn, Great Houghton. At this time the regular, detailed financial statements cease to feature in the company books but it is a matter of record that in July 1967 when the Debenture Holders account stood at £20,504 approval was given for £20,000 to be withdrawn to supplement the cost of rebuilding the Greyhound Inn, Ferrybridge. (51)

Small donations to local organisations continued intermittently throughout the years 1951-65. Several donations were made on an annual basis, such as that made to Featherstone Rovers Rugby League F.C. which rose from 2 guineas in 1950 to 5 guineas by 1965. Norton United amateur football club also received the sum of one guinea annually until 1957, at which date the donation ceased. Several other local sporting organisations such as Pontefract United A.F.C and Frickley Bowling Club received occasional donations. The former received 2 guineas in 1959 while the one guinea received by the latter was the last of a series of irregular donations first made in 1944.

Throughout the 1950s donations of one or two guineas were also made to semi-sports groups associated with the company’s public houses. The Askern & District Victuallers’ Darts & Dominoes League and Carters’ Pontefract & District Darts League, both created in 1952, were organised groups representing public houses in their respective districts. Teams of players, established to represent specific public houses, competed on a ‘home’ and ‘away’ basis over a long seasonal period. The competition increased the regular trade whilst ensuring that the increase was equally distributed amongst the participating inns. The Carters League confined such activity to houses belonging to the company situated in the area of densest occupation, thereby restricting the benefits arising from the increased sales to the company and its licensees. A third such group, the South Elmsall Darts League, was established late in 1956. The league placings featured prominently in the sports pages of local newspapers, providing a source of free advertising for the participating inns.

Support for some groups was of a more incidental nature. In May 1958 the tenant of the Rawcliffe Bridge Hotel wrote on behalf of an angling club based at the inn requesting the company to donate a suitable trophy for a forthcoming fishing match, a request duly fulfilled. (52) As a goodwill gesture the company allowed the newly established Knottingley Rugby Union Club to use outbuildings belong to the Red Lion Inn as changing rooms, doubtless hoping that the post match ‘celebrations’ would take place at the inn. (53)

Civic organisations also received financial support. In July 1954 the company donated 5 guineas, a sum equal to that contributed by B.Y.B. Ltd. for a chain of office for the Chairman of Featherstone Urban District Council. In September the same year, £5 was donated for a chain of office for the Chairman of Knottingley U.D.C. (54) Simultaneous with the first named donation, 2 guineas was sent to the Featherstone Lodge of the R.A.O.B. towards a set of regalia collars.

Allied to the above donations were those made in token acknowledgement of the service of public personages. Upon the death of Mr. Will Bentley, a local auctioneer and valuer who was also a Trustee of the company’s Debenture Holders Account, the company sent 5 guineas to Cancer Relief in lieu of flowers in 1951. In 1958 a guinea was subscribed upon the retirement of the secretary of the Yorkshire Mineral Water Association, while in April 1960, 5 guineas was sent to the testimonial fund established by K.U.D.C. on behalf of its long-serving surveyor and engineer, G.J. Laverick, upon his retirement. (55)

The greatest number of donations by far were of a social nature principally to groups and organisations representing the aged. Donations of 2 guineas made annually to the Castleford & District Royal Naval Xmas Cheer Fund continued until 1954 at which date they were sub-divided between the R.N. Association branches at Pontefract and Castleford. Other contributions of a singular nature included 1 guinea to the Barnsley & District ‘Nipsy’ League in 1951, South Kirkby Old Folks Appeal, 2 guineas in 1959, the Knottingley Old Peoples’ Entertainment Fund, 3 guineas in 1960, and £10 to K.U.D.C. in 1962 in support of its ‘Meals on Wheels’ service for old people. It is interesting to note that 1962 marks the point at which pounds sterling replaced the traditional but antiquated guinea as the standard form of donations.

In respect of funding for the elderly the company’s sponsorship of the show held to raise funds at the Old Crown Inn, Great Houghton in 1956, should be acknowledged, while £15 was donated to the Featherstone District Hospital Comfort Fund in 1962. (56) Gifts to individual organisations include 2 guineas to Askern Colliery Silver Band in 1952 and the Pontefract & Castleford Ladies auxiliary Dance in 1955. (57) Comparison of company sponsorship of dances often arose from the fact that the bar facilities were provided by a licensee of one of the company houses. A significant decline in such events is evident from the mid 1950s as new musical trends and dance styles boosted disco dancing and gradually rendered ballroom dancing obsolete. Prior to the decline of the dance hall one of the principal recipients of company largesse was the Police Force whose divisional dances were regularly supported by company donations.

On a wider social front were the donations of 10 guineas and 5 guineas made to South Elmsall Colliery Social Club and the Cridling Stubbs Village Hall Appeal respectively in 1957. The latter contrasts sharply with the negative response of the company to the Ferrybridge Village Hall Committees’ Appeal two years later. The appeal was left pending consideration at the next meeting of the board but was apparently overlooked thereafter. (58) Also of note is the sum of 5 guineas given to Brotherton Flood Relief Fund in December 1960. (59)

A final consideration concerns company donations to local churches, with £10 donated to the Whitegift (Goole) Church Restoration Fund in 1964. More significant, however, is the response of the company to an appeal for aid in connection with the restoration of the tower of St. Botolph’s Church, Knottingley in September 1961. The board entered into a covenant to pay an annual sum of £210, less tax, for a period of 7 years. (60) In November 1967 the agreement was renewed for a further 7 year period, matching a covenant between the parent company and the Royal National Lifeboat Institute of July 1968. (61)

The total number of donations made by Carters; between 1951-1965 was 46, totalling £342, exclusive of the sums donated by covenant.

Given the control exercised by B.Y.B. Ltd., over its subsidiary following the acquisition of Carters’ in 1935 the eventual merger of the companies in an era of amalgamations is unsurprising and given the high financial burden borne by Carters’ it was inevitable. Quite apart from ongoing costs, the financial legacy of the recent war still demanded attention. In February 1959 for instance, the company was called upon to pay £4,158 excess profits tax for the year ending September 1958. (62) A further indication of financial strain is seen with regard to the company’s debenture stock. In January 1954 the board decided to purchase company debentures as they became available. Several small tranches were purchased thereafter but when in late 1956 the stock of the late company chairman, Sir W. Foster-Todd, totalling £1,760 was offered, the offer was rejected, due, presumably, to financial constraints. (63)

A minute in the B.Y.B. records dated February 1960, notes that Carters’ had

“…a very large programme of rebuilding and modernisation of company houses and would doubtless look to B.Y.B. to assist in financing.” (64)

To assess the likely financial demand, Mr. Hustler of the Pontefract architectural partnership, attended a board meeting the same day to give an estimate of the projected cost of the alterations and improvements to Carters’ properties. As a result, B.Y.B. accepted responsibility for financing Carters and an appointment was made with the representatives of Barings Bank, London, to discuss their suggestions for raising the required sum. (65)

The action of the parent company was taken in the wake of the trading agreement between B.Y.B and Whitbread & Co., Ltd., late in 1959. There are indications that B.Y.B was clearly contemplating a merger with its Carter subsidiary at that time. Piecemeal purchase of the shares of the subsidiary company had commenced in January 1959 and continued throughout the following years. (66) By mid 1962 B.Y.B was in a position to force the issue, engaging Baring Bros as intermediaries in discussions concerning integration. Agreement in principle to a two-stage operation was soon reached and Messrs Gill & Thomas were employed to act as auditors on behalf of both companies and represent them in further discussion with Barings. (67)

The terms of the merger were submitted in July 1962 and J.C. Scott, Carters’ chairman, visited Barings in order to finalise arrangements for presentation to both company boards. (68) On the 15th August 1962, B.Y.B. issued a press release announcing mutual agreement on the terms of the merger. Bentleys was to acquire 28,212 of Carters’ preference shares equalling 56.4% and 22,560 ordinary shares amounting to 22.6% not already owned by B.Y.B. The sum of 2s in cash was offered for each of the former shares while for each five ordinary shares, valued at £1 (16s paid) eight B.Y.B. ordinary shares or £17-10-0 in cash was offered. (69)

By the end of August a memorandum signed by all the directors involved was released announcing that the proposed share acquisition was now in final form and recommending acceptance by shareholders. It was resolved to make application to the London Stock Exchange together with those at Halifax, Leeds and Sheffield, to permit dealing in the ordinary shares of the newly reconstituted company under the supervision of Baring Bros Bank. (70) At a meeting of the B.Y.B board on the 26th September it was stated that the share offer had been successfully launched and the company seal was fixed to the transfer forms. (71)

The successful merger opened the way for discussions concerning the further capitalisation of Carters. A meeting of B.Y.B. directors was held at Whitbread’s offices, London, on the 24th January 1963 to meet representatives of Baring Bros. It was suggested that getting rid of carters’ debentures in order to release those properties held by the Trustees as security for the Debenture Holders would be advantageous to the company. The suggested modus operandi was redemption of the debenture stock in exchange for new issue debentures by B.Y.B. The manoeuvre would entail alteration of the terms of the existing Trust Deed which contained specific provision to prevent implementation of the course now under consideration. The cost of respective proposals was discussed and it was agreed that the timing of any action was the principal consideration. Barings were asked to provide detailed costings of each considered scheme to enable a final decision to be made. (72) The figures were analysed at a B.Y.B. board meeting on the 20th February 1963 but it was unanimously agreed that no further action would be taken and the debenture stock be left as constituted and all discussion ended. (73) Presumably, the cost of the proposed scheme(s) was not economically viable. However, the random acquisition by B.Y.B. of Carters’ debenture stock continued during the ensuing years and was still being undertaken as late as 1969. (74) The probable purpose of the exercise was to facilitate the eventual transfer of B.Y.B stock upon its absorption by Whitbread & Co., Ltd., in 1969 rather than a long-term plan to ensure capital to assist expenditure on the refurbishment and rebuilding of Carters’ licensed premises.

‘Merger Mania’ was a phenomenon of the two decades from 1960. The trend was characterised by the amalgamation of numerous companies or more frequently, the absorption of small organisations through predatory action by a larger rival bent upon retention of market share through suppression of commercial competition. The trend was really the second phase of developments commencing during the 1920s and reinforced by the economic conditions of the 1930s and resumed in the post-war boom from the late 1950s.

The brewing industry was at the forefront of the trend with a 71% reduction in the number of companies between 1954-73, the crux occurring in the early 1960s. (75) Amongst the myriad socio-political factors which influenced such developments the most relevant are the abandonment of resale price maintenance in 1964 which together with the liberalisation of the licensing laws in 1960 and 1964, produced market flexibility and heightened commercial competition. In addition, the Companies Act of 1948 which enforced public disclosure of financial detail was of particular significance to the brewing trade, an industry formerly noted for secrecy and now rendered vulnerable to predators, the more so in consequence of the decline in family representation on company boards. (76) The interaction of the above factors together with demographic expansion and rising prosperity, and promoted by television advertising from the mid 1950s, widened market opportunities which fuelled the ‘take over’ mania of the following decade.

One of the six major brewing companies involved in the amalgamations was Whitbread & Co., Ltd. For a number of years in the post war decade some smaller companies had entered into an alliance with Whitbread as a defensive measure to thwart predatory bids by other large companies, hoping that the Whitbread ‘umbrella’ would provide a shield against unwelcome take-over bids. As the result of talks between representatives of B.Y.B. Ltd., and Whitbreads with the aim of establishing a closer working relationship while enabling Bentleys to freely develop as an independent entity, an agreement was brokered in November 1959.

Under the terms of the agreement each company, whilst retaining mutual independence would

“…do all in its power to obtain a greater trading profit for both companies.”

As a large national organisation Whitbreads would provide its regionally based partner with

“…advice and assistance…in technical, commercial or financial matters or in any other field.”

In return B.Y.B. Ltd., agreed to offer a substantial range of Whitbread ales for sale in its licensed houses, all such products being sold to the exclusion of rival brands. The placement of Whitbread advertising material in B.Y.B. off-licence premises was also a feature of the agreement.

The agreement was scheduled to remain in force for a 20 year period and to cement it, Whitbreads agreed to acquire over time a 12½% shareholding in B.Y.B. Ltd., with a director of Whitbreads joining the B.Y.B. board. Paradoxically, the agreement designed to protect Bentleys contained the danger the company sought to avert; the risk of being eventually swallowed up by its protector. (77) The alliance with Whitbread had the effect of bringing Carters Brewery Co., into more direct B.Y.B. control than before in order to ease the administrative decisions of the parent company in its relationship with Whitbreads. The trend was accentuated by the growing reliance of Carters for financial assistance with its improvement and rebuilding programme. Consequently, the 1962 merger, while retaining the separate identity and organisational structure of the Knottingley company, was in fact a cosmetic exercise. Indeed, to refer to carters as a Knottingley company in the wake of the B.Y.B. takeover of May 1935 is something of a misnomer in terms of its administration.

Immediately following the takeover, board meetings continued to be held at the company’s registered office, Lime Grove. However, from November 1935 board meetings were regularly held at the Queens Hotel, Leeds, before transferring to the B.Y.B. headquarters at Woodlesford, near Leeds, in September 1938, with only the A.G.M. and post directorial meeting being held at the hotel. Throughout the war years the Woodlesford venue was retained with occasional supplemental meetings of the board at Lime Grove. Between 1943-46 the A.G.M. was held at the Great Northern Hotel, Leeds, and following a subsequent A.G.M. at the Queens Hotel in 1947, both regular board meetings and the annual shareholders’ meetings were held at Woodlesford.

Following the subsequent absorption of both companies by Whitbread, the directors of Carters met only at irregular intervals between 1970-72. The venue was the Whitbread offices at the Exchange Brewery, Sheffield, and for the sole purpose of approving the various administrative stages of winding up the affairs of the company. (78)

On the 20th November 1964, A.E. Irvin, who was due for re-election to Carters’ board at the forthcoming A.G.M., submitted his resignation with immediate effect. Irvin cited

“personal circumstances”

as the reason for his action, leaving a degree of ambiguity which a parallel letter of resignation from the B.Y.B. board

“owing to circumstances”

does nothing to clarify. (79)

Irvin was replaced on the B.Y.B. board by Mr. P.B. Cooke of Houndhill Hall, East Hardwick. The appointment heralded a number of changes to Carter’s board. At a following board meeting Mr. A. Hanks was succeeded by Mr. F.O.A.G. Bennett, a member of both the Whitbread and B.Y.B. boards. (80) It is interesting to note the adoption of the process of automatic transfer of 1,000 preference shares to Bennett thus replacing the previous method of individual acquisition by newly appointed directors. (81) The new format was obviously designed in anticipation of events in which a swift, smooth transition to ensure that minor technicalities did not cause delay and thereby impede progress, was essential.

The nature of such events was shown in mid April 1965 when Carters’ board, together with E. Philpott, the company secretary, met at the Chiswell Brewery offices of Whitbread & Co., Ltd. (82) The minutes reveal the brief transaction of routine business and provide no indication of the reason for the unusual venue, although the reason was clearly apparent thereafter.

Prior to a subsequent board meeting on the 7th August 1965, the death of Mr. J.P. McKenzie on the 14th June was recorded. In October the newly introduced system of automatic share allocation was utilised to restore McKenzie’s holding to B.Y.B. Ltd. (83)

In January 1966 the annual election of the company chairman was deferred and then postponed at subsequent meetings so that it was not until May that Scott was re-elected in the joint capacity of company and board chairman. (84) The delay was probably occasioned by ongoing negotiations between B.Y.B. Ltd., and Whitbreads for additional delay ensued concerning the composition of Carters’ board. At a meeting held at the Whitbread head office on the 5th May 1966 the B.Y.B. board appointed three new directors to Carters’ board with effect from the 1st of that month. The appointees were E. Philpott, Carters’ Secretary/Manager, I.W.T. Louch, B.Y.B. Properties Manager, and Vice Admiral Sir Conolly Able-Smith, G.C.V.O., C.B. (85) Bennett, Whitbreads’ nominated representative on both the B.Y.B. and Carters’ boards, who had been absent ill since the previous November, tendered his resignation and thus created the vacancy filled by Able-Smith. Philpott was re-designated as managing director of Carters while Louch and Able-Smith had been appointed to the board of B.Y.B. Ltd., in July 1965. (86) To facilitate the appointments, the automatic transfer of 1,000 preference shares and £180 of debenture shares to each new director was again activated. (87)

The somewhat ambiguously phrased text of A.E. Irvin’s letters of resignation of the previous autumn became apparent with the announcement of his death in June 1966, reducing the number of Debenture Holders’ Trustees to one yet again. (88)

Prior to the commencement of business at the board meeting of 5th October 1966, J.C. Scott, M.B.E., tendered his resignation as joint chairman and proposed Vice Admiral Conolly Able-Smith in his stead. The latter, who had obviously been recruited to both company boards to succeed the late Sir William Charlesworth and provide social status, had already assumed the chairmanship of Bentleys in August 1966. (89) That Able-Smith’s role was largely that of a figurehead is evident from the fact that while nominal chairman he was rarely present at board meetings which were chaired by Scott as before. (90)

As noted, as the result of the merger of the two companies, from October 1965 financial statements no longer received the consideration of Carters’ board, an outline statement being presented by the parent company for perusal and approval by Carters’ directors. (91) In anticipation of the outcome of negotiations with Whitbread the reorganisation of the system of book-keeping occurred in October 1967 at which time Carters’ accounts were fully incorporated into those of Bentleys. Consequently, the services of Messrs. Thornton, Baker & Co., were no longer required following the audit of September 1967. The severance broke a link which had commenced with the establishment of Carters as a public limited company in 1892 and retained throughout phases of transformation of both parties throughout seven and a half successive decades. (92)

J.C. Scott, having attained the age of 80 on the 21st October 1968, retired from both company boards and was replaced by another B.Y.B. director, P.B. Cooke in July 1969. Cooke’s appointment was, however, preceded by the death of Mr. Albany Hanks on the 11th July. (93) The background to the hiatus between the retirement of Scott and the nomination of Cooke was the increasing pace of events concerning the relationship of Bentleys and Whitbread which made the amount of business conducted by Carters’ board increasingly less significant. By mod 1969 the payment of directors’ fees was incorporated into the salary structure administered by the parent company while decisions concerning pensions had previously passed into B.Y.B. control. (94) Changes to the administrative structure may be the primary factor in the omission of any recorded minutes concerning the subsidiary company between November 1967 and July 1968. (95)

The extent to which Whitbreads were influential in promoting administrative change is obviously unstated but it is clearly evident at a commercial level throughout the ‘Sixties. In 1960 a leading B.Y.B. brewer was sent to Whitbreads on a years’ secondment while, conversely, a “free trade” traveller was later loaned to Bentleys. (96) The trading link was emphasised in October 1966 by the launch of a pilot scheme to introduce Whitbreads’ products in 36 B.Y.B. houses (97) and the rejection of approaches by Bass and Worthington to use B.Y.B. premises as sales outlets. (98) The simultaneous assistance of Whitbreads in the acquisition of storage space by B.Y.B. may have been allied to the decision by the latter company to store Whitbreads’ canned beer at Woodlesford for supply to its retail outlets. (99)

The developing trend towards the absorption of Bentleys and Carters by Whitbread is seen in February 1968 when arrangements were made for a visit by B.Y.B. staff and friends to the Whitbread brewery and headquarters at Chiswell Street, London. The visit, subsidised by B.Y.B. Ltd., was clearly a public relations exercise designed to impress and thereby win hearts and minds to acceptance of impending amalgamation. (100)

By mid 1968 negotiations were sufficiently advanced to enable formal proceedings to commence. An approach was made via Kleinwort, Benson, Ltd., to Barings Bank regarding capitalisation of the proposed amalgamation.

At a meeting of the B.Y.B. board on 31st July 1968 it was reported that for each £1 B.Y.B. share, Whitbread would offer 24s Whitbread 7¾% unsecured stock, 1996-2000, and for each 5s B.Y.B. ordinary share, 71s 6d Whitbread Loan Stock. Alternatively, 4½ Whitbread ‘A’ ordinary shares of 5s and 11s Whitbread Loan Stock. The anticipated income performance of the comparative stock was presented for perusal and the proposed terms in respect of the preference shares was accepted by the board and unanimously recommended to shareholders. The terms of the ordinary shares, whilst agreed in principle, carried a reservation that the alternative offer of equity and loan stock was insufficient in comparison to the main offer. It was decided, therefore, to seek an amendment by Barings in respect of the alternative offer for the 5s ordinary share. Pending a decision, a draft letter was to be prepared for despatch to shareholders. (101) At a further meeting on the 9th August, the final offer by Barings on behalf of Whitbread was approved and the letter of recommendation was released to shareholders. (102)

Whitbreads’ programme of expansion involved the takeover of several other regional brewery companies and their subsidiaries and the creation of a new northern trade area. The nature and realisation of the project is beyond the remit of this study except in consideration of the effect on the Carter company. Suffice to say that the proposed reorganisation was scheduled to extend Whitbreads’ market share whilst boosting Bentley’s productive capacity. (103)

Following the Whitbread takeover much subsequent business involved the transference of Carters’ shares to Whitbreads. (104) On the 25th August 1969 an extraordinary general meeting was held for shareholders to approve of the capital reorganisation recommended by the board and the changes to the company Articles of Association required to enable the same. (105)

At the following board meeting on the 10th September, Mr. Louch resigned his directorship due to the reorganisation of the company and Mr. J.W. Hutton and Mr. H. Durkinshaw were appointed to the board, effective from 1st October. In addition, Mr. R. Gillan and Mr. C.W. Fowler were appointed joint secretaries of the company. (106)

By the spring of 1970 the registered offices of the Knottingley company had been relocated to the Exchange Brewery, Sheffield, the southern zone of the newly devised northern sales area of the Whitbread empire. The purpose of the relocation is neither explained or apparent, especially as the B.Y.B. site at Woodlesford, Leeds, remained as the administrative centre of the reorganised northern zone.

A board meeting on the 25th March 1970 gave power of attorney to the Secretary of Whitbreads and his two assistant secretaries to take all necessary measures in connection with the financial reorganisation arising from the recent takeover. (107)

A further meeting of the Carters’ board in June was convened to consider and approve the financial accounts for the year ended 4th April 1970. Gross dividends of £3,000 and £8,805 were paid to the preference and the ordinary shareholders respectively, while a debit balance of £1,787 brought forward from the previous year was again carried forward. (108)

In December 1970 the board accepted with regret the retirement of Mr. P.B. Cooke and Mr. I.W. Macaulay, backdated to the 30th September. (109) There is no record of the appointment of the latter to Carters’ board and the fact that he was appointed only a single share suggests that his appointment was an act of expedient tokenism.

The meeting of February 1971, chaired as usual by J.W. Hutton in the absence of Able-Smith, also named Hutton as managing director and at a meeting the following month his chairmanship was confirmed when Able-Smith’s retirement as the chairman of B.Y.B. and Carters and a director of Whitbread & Co., was announced. At the same meeting it was also announced that Mr. J.B.H. Francis and Mr. A.H. Monkton were to join Carters’ board as from 1st April 1971. (110)

That the company business was minimal and members of Carters’ board nominal is shown by the minutes of the meeting of 22nd June 1971 to approve the annual accounts which states “As there were no trading transactions to record, there is no Profit and Loss Account to lay before the members.” (111)

Once again, the formal transfer of the company’s preference shares was undertaken by a specially convened meeting on the 29th September 1971 at which Francis and Monkton received the ‘token’ 1,000 shares each from the holdings of Cooke and Able-Smith while the joint secretary Gillan, received the single share previously held by Macaulay. (112)

On the 7th February 1972 the company seal was affixed to the transfer of 100,000 ordinary shares and 45,977 preference shares from B.Y.B. Ltd., to Whitbread (East Pennines) Ltd. (113) At a board meeting at the registered office of the company held on Monday 6th March 1972 provision was made for the sealing of all documents involved in the takeover process. A full enquiry having been held into the affairs of the company, it was declared solvent and able to pay any debts in full.

An interim dividend of £17,107 gross was declared on ordinary shares, followed on the 17th March by a further dividend of £409,737 gross. A liquidator, Mr. Eric Powell Clarke, was appointed to supervise the voluntary winding up of the company and an extraordinary general meeting was called for the 20th March 1972 to pass a special resolution to confirm the voluntary elimination of the company. (114)

Thus, after 172 years of existence, 92 as a privately owned business and 80 as a public limited company, Carters’ Knottingley Brewery Co., ceased to exist. Today no signs of the brewery or Lime Grove remain and with the passage of time memories of the brewery and the people, places and events associated with it will dwindle and die. Despite its imperfections, it is hoped that this two-volume study will provide a permanent record of a significant aspect of local history for future generations.

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NOTES:Chapter 20
1. WYW 1415-1 (n.p.) entry 7-10-1910
2. WYW 1415-4 p206
3. ibid p208, p212 & 227. Also copy of report of meeting between A. Hanks (B.Y.B.) and Waterways representatives (undated) inserted between pp121-22. For additional details of dispute c.f. p233, p237, p281 & p290
4. ibid pp276-78, p283, p288, p294 & p305
5. ibid p312, p315, p320 & p325
6. 6 ibid p331 & p333. At the pre-trial conference on the 2nd July 1953 the company representatives were Colonel Charlesworth, chairman, William Thompson, secretary/manager, H.J. Gundill & Mr. Bradley, company solicitor and clerk, together with Mr. C.B. Hustler, architect, A. Hanks, B.Y.B. properties manager, and J. McLuskey Q.C.
7. ibid p335
8. ibid p345 & pp348-49
9. WYW 1415-5 pp217-18 & p220
10. WYW 1415-4 p302. When Watkin reached the age of 70 in February 1955, Charlesworth nominated him for re-election c.f. W.Y.W. 1415-5 p37 & p51. For additional examples c.f. ibid p173, p177 & p259
11. ibid p88, p92 & pp94-95
12. ibid p152. The board received a letter of sympathy from the company auditors c.f. ibid p120 and passim for references to Watkin’s illness
13. ibid p154
14. ibid p158
15. WYW 1415-4 p332 & W.Y.W. 1415-5 p199, p336 & p353
16. WYW 1415-6 p43
17. WYW 1415-5 p 183 & p191
18. ibid p237. Copy of resignation letter inserted pp235-36
19. ibid p240 & WYL/2045/288-10 pp117-18
20. WYW 1415-5 p246, p248 & p258. Having missed five consecutive B.Y.B. board meetings, Charlesworth was granted a month’s leave of absence in accordance with the company’s Articles of Association c.f.1414-10 p162
21. WYW 1415-5 pp262-63
22. WYW 1415-4 p232 & p247 & WYW 1415-5 p51
23. WYW 1415-4 p232 & p248
24. ibid p350 & WYW 1415-5 p179 & passim
25. ibid p322
26. ibid p255 & p261
27. WYW 1415-4 p289 & WYW 1415-5 p88 & p104
28. ibid p199
29. ibid p107 & p186. Armstrong’s tenure is not fully recorded but she is known to have more than 9 years’ service with the company
30. WYL/2045/288-10 p239
31. WYW 1415-5 p20
32. ibid p127
33. ibid p252 & WYW 1415-6 p1
34. ibid p9
35. WYW 1415-5 p51 & p95
36. ibid p243, p288, p298 & p322
37. WYW 1415-4 p302, WYW 1415-5 p95, p243, p322, p298 & WYW 1415-6 p7
38. ibid. Philpott’s salary of £1,400 in November 1964 was only £50 more than that received by Thompson in September 1956
39. WYW 1415-4 p255 & p302. Born at Knottingley in 1900, Walter Berry was the son of Walter Brewerton Berry who came from Leeds in the mid 1890’s and worked as a fitter at Carters’ Brewery, hence the connection with the company of his son. I am indebted to Mr R. Goosney for this information.
40. WYW 1415-5 p186 & p190
41. WYW 1415-6 p35 for reference to Philpotts’ appointment to Carters’ board. WYL/2045/288-11 p 65 for retirement and pension details. The pension was subject to review if Philpott ceased to be a director.
42. After the financial year 1966-67 the annual audit of Carters’ books was undertaken by the B.Y.B. auditors and ceased to be recorded in Carters’ minute books
43. Minute Books & passim
44. WYW 1415-5 p6. The amendment is scratched through suggesting its withdrawal
45. ibid p96
46. WYW 1415-14 (n.p. and undated) Schedule of company deeds held in the custody of the Midland Bank, Pontefract, on behalf of the Debenture Holders’ Trustees lists no less than 52 properties. The probable date of the schedule is September 1955 c.f. WYW 1415-5 p50.
47. WYW 1415-4 & WYW 1415-5 passim
48. ibid p246
49. WYW 1415-4 p261 & p267. For death of W. Schofield ibid p215 and of Bentley p 256
50. WYW 1415-5 p251. In June 1955 Irvin suggested periodic examination of the Debenture Holders Trustees property deeds held by the Midland Bank. Middleton declined to attend and Irvin and Charlesworth, together with Philpott and the company solicitor, carried out the inspection on Thursday 26th July 1955 c.f. ibid pp43-44 & p46
51. WYW 1415-6 p23, p26 & p54
52. WYW 1415-5 p161 & p174
53. ibid p316
54. ibid p15 & p21
55. WYW 1415-4 p256 & WYW 1415-5 p228
56. ibid p81 & p299
57. WYW 1415-4 p303 & WYW 1415-5 p59
58. ibid p120, p130 & p214
59. ibid p247
60. ibid p267 Also c.f. copy of Deed of Covenant inserted pp265-66
61. WYW 1415-6. Copy of renewal of Deed of Covenant inserted pp57-58. Also c.f. B.Y.B. Minute Book 14-1-1959 – 1-10-1965 entry 31-7-1968
62. WYW 1415-5 p190
63. WYW 1415-4 p354 & WYW 1415-5 p7 & p106
64. WYL/2045/288-10 p84 & p92
65. ibid p92. The B.Y.B. move enhanced the financial stability of Carters by making overdraft facilities more readily available. In March 1961 the Midland Bank offered the company £50,000 of credit c.f. WYW 1415-5 p254
66. WYL/2045/288-10 p1, p114 & p217
67. ibid p246
68. ibid p254, p257, pp276-77
69. ibid copy of press release by B.Y.B. Ltd., inserted pp253-54
70. ibid copy of memorandum released by B.Y.B. Ltd., inserted pp 253-54
71. ibid p265. A further tranch was sealed the following month c.f. p269
72. ibid p281
73. ibid p285
74. ibid WYL/2045/288-11 passim
75. Gourvish & Wilson, op cit, pp447-48
76. WYL/2045/288-10 pp117-18
77. ibid Heads of Agreement inserted pp65-66
78. Minute Books 1935-72 passim
79. WYW 1415-6 pp7-8. Copy of resignation letter. Also WYW 1414-10 p368
80. Bennett was the deputy chairman and managing director of Whitbread & Co., Ltd. c.f WYL/2045/288-10 insert pp65-66
81. WYW 1415-6 p7 & p9
82. ibid p16
83. ibid & p19
84. ibid p28, p32, p34 & p36
85. ibid p35
86. WYW 1415-5 p35 & p38 & WYL/2045/288-10 p389. For copy of Bennett’s resignation letter c.f. 1415-5 pp37-38
87. WYW 1415-6 p38
88. WYW 1415-5 p37
89. ibid p41
90. ibid p46 & passim
91. WYW 1415-6 p25 & passim. The accounts for the 18 months to 31-3-1969 were presented at a meeting of Carters’ board 18th July 1969 c.f. WYW 1415-6 p65
92. WYW 1415-5 pp58-59 Copy of company auditors’ letter of resignation inserted pp57-58. Thornton Baker & Co had incorporated Camm & Metcalf & Co., the original company auditors c.f. WYL/2045/288-10 p111
93. WYW 1415-6 p64-65
94. WYW 1415-5 p65
95. A change of handwriting upon resumption of the minutes indicates a new company secretary but by November 1968 handwritten minutes had been replaced by typescripts
96. WYL/2045/288-10 p138 & WYL/2045/288-10 p45
97. ibid p49, p54 & p59
98. ibid p65
99. ibid p153
100. ibid p121
101. ibid Minutes of B.Y.B. board meeting held on Thursday 31st July 1968 inserted pp143-44
102. ibid pp145-46
103. ibid pp187-88 for comprehensive survey of aims and objectives of takeover scheme
104. WYW 1415-6 p66
105. ibid p69
106. ibid p70
107. ibid p71
108. ibid p72
109. ibid p73 There is no record of the appointment of Macaulay to Carters’ board and the fact that he held a single share suggests that he was acting secretary nominated as a director in a token capacity for technical expedience c.f. ibid p78
110. ibid p75
111. ibid p77
112. ibid p78 (c.f. footnote 99 supra)
113. ibid p80
114. ibid pp83-84 The winding up process with regard to B.Y.B. Ltd., was simultaneously applied c.f. WYL/2045/288-10 p208

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