The Express.
London, England, 1851-01-09 00:00:00

BIRKENDEAD DOCKS.

The report to the buLdholders of the Birkenhead
Dxk Trust by a committee of their body, appointed sr a
meeting of bondholder' held on the 27th Ntvemb. r, 11360,
hr.' been issued. The committee recommend assent to the
bill of the dock company, leaving open the question as to the
price of the South Iti
The terms intended to be carried into effect by the dock
company's bill, as they appear from the resolutions of the
cemmittee of that company, approved by the g I meet-
ing of its shareholders, and from subsequent explanations,
are ea folloes:—Compsny to aid, by a guarantee no Meer
property at Bintenhea-1, in raising 260,0001. towered' the
completion of the triter works and the excavations of the
Great Float. Company to aid in like manner in raising
70,0001. for building the wells not yet contracted for around
the Great Float; but all monies :nerved from the froatagen
for the purchase of these wells to be applied in repaying •his
advance. Company to purchase South linen* at 130,1001.,
to be applied in completion of the cuter woks. No
ships to use any docks to be constructed on the
South &ague, without paying rives to the trustees.
Bonds to he issued within two years for the arrests of interest
on the maiming bonds, and to be called interest bonds.
The future net us of the trust to be applied as
follows r —ln pining interest and sneers of interest on the
existing Preferenc- Bonds. In inning interest and arrears
cf interest on the money to be guaranteed by the company,
and the interest on such . In paying the interest
and arrears et interest on the interest bonds. In paying
interest and arrears of interest upon all the existing bonds
(excepting the preference bone..), according to their present
priorities. In paying the principal upon the various
chases of bonds, in the same order in which the interest is
to be paid. The dock company to be represented in the
general board of the trust by the addition of six directors
Of shareholders, who are not bondholders. Tka entire
works to be executed under the direction of a committee of
eight trustees, to consist of three trustees selected by the
bondholder', three by the company, one by the Birkenhead
oommiesionen, and one by the I:Valluey commissioners.
The rates not to be reduced without the consent of
four of the bondholders' trustees. The trustees and
committee to meet where they shall from time to time
determine. A public auditor to be appointed by the board
ot;trade, and accounts to be laid annually before Parlia-
ment.

LANCASHIRE AND YORKSHIRE RAILWAY.

Yesterday a meeting of the holders of the fifth
shares In this company took place at the Freemasons Ta•
Tern, called by advertisement, to consider tie position of
their property, on ac ount of the proceeding, of the
directors in the Chancery suit, instituted by the committee
in conpquence : and also to sanction a bill to be submitted
to psrlisment for the purpose of defining t►e rights of the
holders of the clam of shares mentioned. _

Mr. VANCE, who presided as chairman, stated that since
their last meeting important events had taken place—first, a
report had issued from the directors, in which they e acosed
themselves for not calling a meeting of the proprietors on the
Ist of November, to consider the claims of the fifth share-
holders; secondly, the argument before, and the partial
judgment of, the Muter of the Rolls, on those clams; and,
thirdly, the tut that the committee had felt it their duty to
give notice of a bill in parliament to obtain a legislative ac.
knowledgment of the rights of those shareholders. Com-
menting upon tne report of the directors and the manner in
which they had met the claims of this clue of proprietors,
he urged that throughout their conluct had been charac-
terised by bed faith. The filth shires were created in 1911,
when the company was paying 10 per cent. on the ori-
ginal 'hues, as a sort of safety valve, as it aye•
peered to him, so that should the company ever pay
more than 10 per cent. (the amount limited by
the set of parliament), these fifth shuns might be
galled up and plated upon • par with the original shares in
order to absorb the surplus dividend. I:ader the sth end
13th nations of the act, by which these share, were created,
it sou clear that they were entitled to a larger dividend than
the original shares. They were created for the riurpoire of
paying off the mortgage debt of the c =pony. In primmest'
of their act, the directors passed a seri.* of resolutLus stating
that these shares should take dividends with the original
shares on the nominal amount, subject to a deduction of 5
per cent. upon the amount not called up. The result was,
that at the Mat meeting, when • dividend of 2 per cent only
was declared, sad 101, only having been called up on the
fifths, the directors placed the 5 per cent. on the IW. not called
upon against the 2 per ant. declared on the 201., thus
making the holders of the fifths deb•ors to the company,
and in effect, if the principle contended fer by the directors
were carried out to its full extant, confiscating their property.
Nobody, however, had ventured to go so far as that, and
this of nett was a proof that the directors felt they were not
justified in passing such resolutions. What he contended for
was that the holders of the fifths should take dividend with
the other shareholders on the whole, amount paid up, and
interest on future calls on the nominal amount. The
proprietors of the fifths had contributed • million
of money towards making the railway upoa the faith
of an agreement based upon an act of parliament, but
the directors, availing themeless of certain loose and ambi-
guous expressions M the agreement, now turned round, and
took from them their dividend in order to swell the dividends of
the rotor the peon:eters. And in addition to this, they had
made a call, io violation of what was in effect a pledge given at
• general meeting of the company, and while refusing payment
of the dividends due on the amount paid, thy sought to
charge interest on the unpaid call. Ile then explained the
coarse of the negotiation between the committee of the fifth
shareholders and the directors, and alluded to the refusal of
the board to carry out an arrangement emanating from • de-
Potation of themselves and agreed to by the committee for set
'ling the differences between them, and their refusal to calla
special meeting of the proprietors generally, which, under the
terms of the resolution by which the ma had been re-
ferred, they were bound to do, to report the result of the
negotiations. That arrangement, had it been carried out,
would have confiscated 120,0001. of the property of the
holders of the fifths shares, and it had been agreed to only
by the committee with the view of preventing expensive
litigation. The directors, however, had driven the fifth
holders to resort to a Chancery suit to protect their Interests.
They had filed a bill for an injunction to restrain the pay
anent of the dividend to the ordinary proprietors, until the
holden of the fifths obtained what they were entitled to; and
also to restrain the making el any call on the 11.,11 shares.
Hen, too they were met by the directors with the most
unworthy opposition. Every means were resorted to to delay
the settlement of the question. An application for a demur.
rer was filed, and they were told that whatever course
they took to obtain their rights would be met in the same
way. In fact the directors wen fighting this section of
their proprietors with the money of the company. The
judgment of the Master of the Rolls, which had been
already partially given, would be pronounced in a few days,
be believed on Saturday next ; and what he desired wasithat
that judgment should be made the basis of as arrangement
for the settlement of the disputed claims, and he would
suggest that • g 1 meeting of the company should be
called to peal • resolution to that effect. The resolutions
which would be submitted to the p t meeting ware to
the following effect :
That they approved of the steps taken by the committee
for the protection of the fifth shun, and of the bill proposed
to be introduced.
That the directors were not justified in refusing to call the
meeting to settle the claims of the fifth holden, pursuant to
the resolution of the last half yearly meeting, and that they
be required to all such meeting, and that the present meet-
ing adjourn until altar the judgment of the Muter of the
Rolla shall be given—then to meet and determine ac-
cordingly.
Mr. SCOTT having explained more in detail the course of
the (negotiations between the committee and the directors of
the oompeay, and the noun of the suit In Chancery,
The resolution were put and carried, and the hal to be
noggin into parliament wee submitted and adopted ; after
which the manias adjourned.