The Daily Times.
Liverpool, Merseyside, England, 1860-06-11 00:00:00

ADJOURNED SPECIAL MEETING.

An adjoiirned, special meeting of this comPany took
place oh Saturday, at the offices of the Company, Cath-
cart-sti:eet, Birkenhead, for the transaction of the fol-
io*ing htigueis ! TO consider the creation and issuing of
new shd.res in lieu of shares merged iii th 4 oixtpu4, of
such amount and with such preference or priority of
dividend, and generally on such terms, as by any order
of such meeting shall be determined, so as to raise the
sum of £58,494 105. Also, to consider the conversion
of part of the paid-up capital of the company, not
exceeding the sum of £941,505 10s., into preference
stock, and to attach thereto a preference dividend not
exceeding £4 105. per centum per annum. Also, to
authorise the expenditure of a certain amount of capital
on the construction of a railway commencing at or near
Green-lane, in the township of Tranmere, and termi-
nating at or near the Company's Basin at Tranmere
Pool. Also, to authorise the enpenditt.tre of a certain
amount of capital orl pi of the toihiray to be con-
strUcted between Hooton and Helsby and to author-

ise the purchase of additional lands and railway stock;
and the constriction of warehouses, sheds, and other
works, on the property of the conipariy," &c.
It may be recollected. that a Meeting was held pro
forma on the 26th tiltinio, and after a division was
adjourned till Sattirdhy.
'the usual foraial business having been disposed of,

The CHAIRMAN rose and said, that he wished in the
first instance to call the attention of the shareholders to
a circular which had been issued among these, but which
for some reason Or other had net been Sent tO any One
of the directors. The chairniati then fed a printed
circular, Signed by Mr. Thanes bowdall, which set
forth that the proposition from the Birkenhead Board to
create 41 per cent. preference shares, was calculated to
lead to new complications of affairs, and
:under those
circumstances it was very desirable to have a full attend-
ance of shaieholders on Saturday to discuss the question.
The circular also stated that the seeming object of the
directors in the course they were now adopting, was to
prevent the shareholders carrying out the four per cent.
lease with the London and North-Western and Gre.it
Western eompdnies. The chairman, in dontinuation•
said he Was delighted tO see so many shareholders pre-
sent,Hie only wished there had been More. it was n
Mistalen nation, he said, prevalent among shareholders,
and even sometimes among railway directors themselves,
that the entire property was under the management of
the board. He would have them consider, however,
that the shareholders had a right to deal with it as they
pleased, and the duty the directors had to perform was
solely to bring before the shareholders such proposals as
might be for the general benefit of the concern. He coul
say for himself, and also for the board collectively, that
whatever scheme he had preliettrided tO 68 share-
holders of that company at any tithe, he believed

it to be the best adapted for their benefit. Now, if
the agreement with the other 'companies were brought
before him sealed, and if they were to ask him whether
he preferred that agreement in its integrity to the adop •
tion of the scheme he was about to submit, he should
certainly prefer the former. (Hear, hear.) Bid there
was no agreement, and it was only misleading the share-
holders to say there was any one in existence. That was
what he had. to complain of. Mr. Dowdall had already
heard hint declare frotri that chair that there was no
agreement, and he therefore complained that a letter
should be circulated by Mr. Dowdall, stating
that "the policy of this company is thought to
be to carry out the agreement with these com-
panies." Ho would refer them to a statement
made on oath by the Marquis of Chandos in the com-
mittee room of the House of Conimms, on 23rd Feb-

ruary last. The question was put to him by. Mr. Adair
believe the agreernent bias not been sealed His
lordship's reply was : " No. I have said the agreement
is at an end." The Birkenhead directors had promoted
the bill in good faith, but Mr. Swift, on behalf of the
Great -Western, and Mr. Hurst, on behalf of the London

and North-Western, wrote to the Parliamentary agents,

saying that they were not parties to the bill, and that
they were not responsible for it. The directors promoted
the bill solely for the Birkenhead shareholders ; it did
not contain one word short of the agreement, or ono
word in excess of the agteenient. The Chairman was
proceeding to give sortie further details of this transac-
tion, When he Was inteirtipted by
Mr. Binvii, thought that the chairman was
unnecessarily taking. lip their tilde.
The CIIAIRMIN proceeded to say that representations
had reached him from so many quarters, and both he
and his colleagues had received so many letters from
shareholders and others stating that there was an agree-
ment, that he considered himself bound to show there
was none in existence. However, that morning their
secretary had received a letter from the secretary of the
London and North-Western Company, which said—" I
am now to offer, subject to the sanction of Par-
liament, that the Birkenhead undertaking be trans-
ferred to this company, the option being reserved
to the Great Western Conipany of bedoillidg ointly
interested with this company:" (Applause.) Be had
brOught the lettnr before the hemi that
had at once called their attention to the 32nd section of
the act of 1859, in which it was expressly stated that the
two companies "may jointly, bat not separately, enter
into an agreement." In the face of this clause he main-
tained it would be a gross breach of faith on their part
towards the Great Western Company to entertain any
proposition of the kind—(hear, hear)—and he would
not entertain it for a moment unless'he had a written
sanction frem the Great Western: The Chairman then
proceeded to explain the purposes to which the money to be
raised, in accordance with the proposals recorded above,
was to be applied. He said that the total sum they
proposed to raise *as £177;600:. They intended to
expand that sum in the folloWing Mamie!':=They
wanted £ll,OOO odd to meet all capital claims which
might fall against the company ; they proposed to spend
£29,000 on Tranmere Pool, and on the appliances
which they considered requisite to make that a goods
station well adapted to the purpose ; next was £50,000
for the Hooton and Helsby branch, and lastly, £87,000
for warehouses, flats, waggons, new engines, and other
matters which were not entered in detail, but which he
thought to be absolutely necessary to conduct the traffic
they hoped to get on the opening of the new docks.
He might say that Mr. Holderness, who had Charge of
the matter was in a fair way of succeeding in getting
good Station acconitiiodation on the Liverpool side of
the water. They were on the beat of terms with the
Mersey Dock Board. (Hear hear.) That desirable
object had been brought about, and they would be well
and comfortably located on the other side of the water.
In his (the chairman's) opinion it was decidedly the
best policy for the board to present a large and com-
prehensive scheme, rather than spend the shareholders'
money in driblets; and that was one reason why the,
present scheme was brought forward. The works pro-
posed were, in the opinion of the board, absolutely
necessary to the conduct of the traffic which might be
anticipated from the opening of the docks. Arrange-
ments must be made on a large scale for the storing
of cotton at Birkenhead, if the proprietors desired
to have a share of this traffic, and if the company
did obtain the traffic they would be able to carry
between Liverpool and Manches'e: at 2s. :6d. a ton
less than it was now conveyed by the London and
North-Western. 'TO Obtain the Means for these ob-

jests, they proposed to raise £58,540 by re-issuing
those shares which had been forfeited to the
company at 4i per cent. preference, (agreeably to the
act of 1859,) and by issuing debentures on bonds of the
company for £119,101, at the current rate of interest;
the result of the operation being that the consolidated
stock would stand at £2,000,000, the bonded and deben-
ture debt at £600,000, and the amount to the credit of
the forfeited share account £lOO,OOO. They intended
also to ask the shareholders to issue £941,605 of the
existing capital stock under the section of the act of
1859, at a preferential dividend of 41 per cent., as, in
the opinion of the board, the time had now
arrived when it was wise to carry such an arrange-
ment out. If carried out in the way the board pro-
posed, the obligations of the company would be
£70,500 only, which he believed, with their, present
earnings, they were able to pay ; while if the outlay
they were now seeking was made, they would be in a
position largely to increase the trade of the company
and the dividends of the proprietors. Assuming
the "agreement" to be entirely off, they had no inten-
tion of treating with other companies for the sale of the
Birkenhead line. (Cheers.) Shut out, as they had been
by other companies, by various steps and at various
times, from the traffic of the neighbouring districts, it
was now their duty to extend their own line to the
source of such traffic; not in opposition to the London
and North-Western and Great Western Companies,
but as a matter of vital necessity to the interests
of Birkenhead proprietors, and offering to the two
companies all reasonable facilities for legitimate
traffic. There remained only two courses open to
the Birkenhead concern—sale, or extension. They
had tried sale ; and there was nothing now left but
extension, if the shareholders wished to get a dividend.
Having alluded to the salt trade, the trade of North
Staffordshire, and to other sources of traffic and income
which could be opened up by extensions of the line,
and having dwelt upon the importance of an independent
entrance into Manchester, the chairman strongly urged
the shareholders not to decide, with regard to this ques-
tion, upon any preconceived views, but to weigh well
the interests of the company, and to consider whether
its present position was either a safe or satisfactory one.
In conclusion, he•proposed a resolution in accordance
with the objects which he had described.
Mr. TOWNSEND seconed the motion.
Mr. DOWDALL pointed out that the steps which the
chairman proposed might have a most injurious effect
upon the bonded interests of the company. They had a
bonded debt of from a quarter of a million to £400,000,
falling due irregularly, and if these preference charges
could not be met bondholders could not be expected to
renew on the old terms. He proposed an adjournment
of the meeting until August.
Mr, MAKKNIi. socowiel, and Mr. gIAZY imppgte4