The Northern Daily Times.
Liverpool, Merseyside, England, 1853-09-29 00:00:00

THE NORTIIERN DAILY TIMES,,

SHREWSBURr AND CHESTER R.A.MIVAI

'OMPANY;

The Ordinary laalflyearly mdeting of the Shrewsbury and
Chester Railway proprietors teas held, yesterday; at the Royal
Hotel, Chester, for the. transaction of the ordinary business
of the Company; and also a, special meeting for consideiing,
and if approved Of; passing' reselittinns, alitliorizifig the

Directors to raise the iuni 0fX76,140,- being the balance re-
maining unissued of the 6,173,400 preference stock authorised
to be issued by act of Parliament ; also a proposal for inves-
tigating the state of the shares and transfers in the months of
June and July, 1851; John Escp, occupied the
chair, and there Was a large attendance of shareholders:
he SEtRETARY (Mr. Nicholls) then, at the call of the
Chairman, read the advertisement convening the meeting,
also the following report :

" The shareholder§ will 10'6 seen, from the accounts
already laid betefe Were theni, that the traffic for the half
ydat, oacling. 30th June, slims a considerable and regular
increase in the traffic, of the line; over that of preCeding half
years, notwithstanding the .preSsure of the competition
which has for so long a tithe httri viOighing iipoti your pro-
perty. AbStrad of the traffic accouut for the past half-
year :—Passenger traffic—number, 215,646, £18,326 3s lid;
Goods traffic—tons, 269,099, £32,1024s 7d; Total, £50,428
8s 6d. Corresponding half of the preceding year ! Pas-
senger traffic—number) 184,080,
.L 16,742 13s 6d; Goods
traffic--tons, 30;277, £26,703 125. 8d; Taal; £43,486
6s 2: Showing a total iiiprodso of 84 2 toils; 30,660 pas-
sengers). and in athoiii!t.of receipts; 10;9,:t2 N 4d, or £267
p'er week for tho lank nalf-year, over the corresponding half-
yeAt iii 1852. Though there is, as shewn above, a large
increase in the total receipts in the last half-year, yet the
amount received on the through traffic. has considerably
diminished, partly in consequence of the London and North
Western Company having prapcally fcdticed. their pas-
senger fares to. a lower rate than is charged on this line, and
partly fikini this company having declined, during some part
of the half-year, to continue carrying a certain description
of through tralkc at the existing very low and inadequate
rates. By this means, however, they were enabled to in-
crease their accommodation for the local traffic. Your
directors do not anticipate ally profitable, _increase on this
through WU) Until the. dreat WeStern line it ,completed
for 01'010. Working. The, rise in the pri6 of labour and
Materials has not failed to. hti4'e itB drat on the working
expenses of this line, and tile directors regret that so large a

Suin should have been absorbed in the expenses of working.
The expenditure in the locomotive department, which is
the heaviest item in the working charges oft fed Way, Will
be very considerably reduced OLT the new arrangements
made in this department'. The line from Ludlow to • Here-
ford and Abefgavenny will be opened in the course of the
promnt half-.year, connecting the iron districti of South
Wales with Liverpool. Local mineral traffic has very con-
siderably increaSed, and with Mich arrangements at Bir-
kenhead as Wonld iniprove the shipping accommodation—
th'e trade may still be doubled. Your directors are now
negociating for the required additional accommodation, with
s. The pmliaytentail

every prospect of sum imeeedings
of the half-year have been confined to the opposition made
to lines projected by hoStiiil parties. Your directors felt it
their duty Most strenuously to oppose , a bill for a railway
from Shrewsbury to Crewe—promoted by the London and
North Western Company, for the purpose of abstracting
the traffic between Shrewsbury, Hereford, and South
Wales on the one hands and Manchester, Lancashire, York-
shire, and the North on the other. Your directors regret
that they were not successful in their opposition. Another
scheme which it was incumbent, on your directors to oppose,
was the Shrewsbury and Newtown line, also promoted by the
London and North Western Company, Your directors were
successful in their opposition to this bill, Which was thrown out.
A bill for a line front dsWestry to Newtown, in friendly
hands, which had been encouraged by your directors, in
opposition to the London and North Western Company's
proposed Shrewsbury and Newton Line, was also thrown
out. Your directors recommend, that this should be taken.
up and. prosecuted as a line which must be of essential im-
portance to this company, A new scheme, which your
directors consider Neill be of advantage, is now in agitation
for a railway from Wrexham to Ruthin. There is also a
scheme for a short line from the Dee Viaduct to Llangollen,
Which your directors consider calculated to be of great
service to the interests of the company. It it With feelings
of great satisfaction that your directors are enabled to con-
gratulate the shareholders oh the state of the protracted
negotiation with the Great Western Company. It is their
firm and decided conviction that this alliance is the most
advantageous for your property, and the most likely to be
sanctioned by the legislature. 'Since the offer contained in
Mr. Russell's letter and memorandum of the 19th August
last was excepted by the general meeting on the 13th in-
stant, it is known to the shareholders that a subsequent offer
has heen made by the Great Western Company in terms of
Mr. Russell's letter of the ISth instant, tendering to. the
shareholders an alternative of 32 per cent. upon their capital
from Ist January next, with half surplus profits. Your direc-
tors have therefore prepared an agreement for carrying out the
terms of amalgamation agreed to at the meeting of the 13th
instant, and embracing the improved offer abovementioned.
The earnest though successful efforts made by your Direc-
tors to induce the London and North Western Conipany to
raise their rates and fares for goods and passengers between
Birmingham and the North, have already been brought be-
fore the shareholders by the circulation of the correspon-
dence which took place between that Conipany and•the two
Shrewsbury Companies, and their allies, the Great Western
Company and the Duke of Bridgewater's trustees. The
four Directors to retire by rotation at this meeting are the
same gentlemen who would in due course have retired at the
ordinary half-yearly meeting held in September last, had
such meeting not been interrupted and adjourned sine die,
viz.—Messrs. John Williams (Chairman), John Royle,
James Haswell, and Mr. J. F. Gubbins, who was elected on
the resignation of Mr. Richard Ellerton. The Directors
recommend that a Dividend, at the rate of 1 per cent. per
annum, be paid on the ordinary share capital of the company,
besides the payment of the dividends on the preference
shares."

The CHAIRMAN said there was one point which was omitted
in the report by a little oversight. They had omitted to state
that they had lost, during the past half year, the services of
their Secretary, Mr. Darkin, and they had appointed Mr.
Nicholls in his stead. He mentioned it now, as a motion
would be founded upon it. In one of the paragraphs of the
report, it was stated the directors have prepared and signed an
agrement for carrying out the terms of the amalgamation
agreed to at the-meeting of the lath inst., and embracing the
improved offer above alluded to. He thought the secretary
had better read that agreement now, so that the whole subject
might be before the meeting.
The SECRETARY then read the terms of agreement drawn
up between the respective Companies, and the Great Western
Company.
The CHAIRMAN then rose and said—the report, or the
greater part of it, related to matters of internal manage-
ment, and as regard those, they were rather subjects for the
Board to answer any inquires that might be made by any
gentlemen present, than for an address on his part with re-
ference to those matters. There was one subject, which, as
he said before, ought to have been introduced into the re-
port, which was, that their old and valued secretary, Mr.
Darkin, had been obliged, from ill health, to abandon his
post, and the directors had apppointed, until the general
meeting, Mr. Nicholls, who had, for many years, been the
company's traffic manager, to the position held by Mr. Dar-
kin, and it would be for the meeting to confirm the appoint-
ment, and to continue the salary appropriated to the office.
(Hear, hear). Another subject, which created some interest
at the last meeting, was the claim against the company
which had been put forward by their en,gineer, for a very
large sum aleged to be due to him from the 'company. He
(the Chairman) had hoped this matter would have been
fully settled before the present time. They had endeavoured
to settle it, hut they had failed. However, they had so far
agreed to refer the whole matter to arbitration, and the party
they selected to act as the arbitrator was to make his award as
quickly as possible, stating whether any thing,and if so what,
was due to Mr. Roberts. (Hear, hear). Ee (the Chair-
man) was not aware there were any other matters connected
with the internal management on which it was necessary for
him to take up the time of the meeting. There was, how-
ever, one matter of external management which was of great
interest, and that was their relation with the Great Western
Company. The document (terms of agreement) they had
just heard read, reminded them, that at the special meeting
of the company, held on the 13th instant, the terms which
were then proposed to the company by the Great Western
were agreed to by a large majority of the Shareholders, and
the Directors were instructed to use their best endeavours to
obtain better terms, or, in the words of the resolution, terms
more commensurate with the value of the property. (Hear,
hear.) On the following day, the Great Western Company
met the Shrewsbury and Birmingham Company, and at this
meeting an amended offer was made by the Great Western,
and on the following day the same terms were communi-
cated to the Directors of this company, in a letter from Mr.
Russell to him (the Chairman), thus putting it out of their
power to make the proposal. The Great Western was
before hand with the Directors, and made the offer unasked,
(hear, hear), and it was the offer which, under the instruc-
tions they received from the Shareholders on the 13th of
September, they had carried out by sealing the agreement
which they had just heard read. (Applause.) On the day
after the last, which was a very interesting meeting, the
honourable proprietor who moved the amendment di him
(the Chairman) the honour to call on him, and to express
with all the candour, openness, and frankness, which be-
longed to him, how much pleased he was at the result. (Hear,
hear, and laughter.) He rejoiced, he said, as they were to
be beaten at all, that they were to be beaten soundly, which
was rather a peculiar feeling, but one very natural, for

" A secret joy the bruiser knows
In giving and receiving blows—
An inward transport only tasted
By those who've thoroughly been basted."

(Great laughter.) He (the Chairman) did not envy
him the enjoyment of the pleasure, and it gave him
great satisfaction to- observe the candour With which he
made the declaration. (Hear,' hear.) The coin* 'proposed
on the present occasion was this. He would first read to
them the resolutions which it was his intention to move
from the chair, and afterwards he would move them seriatim.
The first resolution would be, that the report now read, and
the accounts be received and adopted, and that the same be
printed and circulated amongst the Shareholders,—.

The next was; that the dividends of £8 per cent.,
aild per cent. on the preferenCe stock, be made
payable on the 14th of October; and then. that a diyidend
of one per cent. on the ordinary stock Of the company he
deClared without deducting income tax, and be made payable
on the 14th of October: He should next move that Mr. John
Williams (chairman); Mr: John Boyle; and Mr: Jas. Haswell;
be te74eleeted directors; anti that Mr; Samuel Hearne; the
respected Mayor of Liverpool, at the present tithe thu bdcl
consented to undertake the office of director there, be elected
as a director in the place of Mr. J. P. Gubbins: (Applause.)
He would then move that the appointment of Mr. Nicholls,
as Secretary, be confirmed, at a salary of £350 per annum.
Aftdi that; lid.WoUld bo lilt° thi, s'ul?,jects cot whkli the meeting
was Made sr:eeial, but at presefit it was not Well to efietlinbet
the Meeting liy Making any, obserYationg on theni: . He
would, therefore; move the adoption of the report and ac-
colititSi,4fid their circulation ani-EMEst the shareholders:
Mr. THORNTON : Is it permitted any shafelididei td
pose a resolution to the meeting ?
The CHAIRMAN By all Means: • .

Mr. TUORI;TTON : I have one which I should like to pro-
poaiel Will I read it
1

The CHAIRMAN i It is tor you to say Whether yolf Will read
it now or when you are about to propose it.
Mr. THORNTON i Very well; as ypti please. _ _ _

The CHAIRMAN then proposed the first resolution which
was carried, with but a few dissentients:

The CniinaiAl4 next proposed that the dividends on the
preference shares be paid on the 14th of October. Agreed

The dHArn3i. likewise Moved that a diVidend of one per
cent. be made payable on the ordinary shafts; on the 14th of
October: Agreed to.

The CHAIIiMAN next prdposed that Messrs; John Williams,
John Royle., and !antes Haswell; be re-elected directors, and
that Mri Samuel noble be elected a director; in the room
of Mi. J. P: Club
Mr. J. P. GUBBINS seconded the motion.

Sir. Wm. JOHNSON said he had a resolution to propose,
and as it would embrace au opposition both to the re-elec-
tion of the directors and to the special report which the
directors had brought up,. probably, if it were let come on at
the end 9f the business, it would be better:
The QiiAtitztiAlt i Yeiy_good sir,, •

Ithi.z.iitOß said, before the resolution Was put, he
thought parties having objections to it should be allowed
to state them. (Hear, hear.) He proposed to state his
objection to tho resolution, and •to move an amendment
to it.

The CA:kit:MAN i fly all niealiS.
Mr. MUNROE : The motion which had been made by the
chairman, was to nominate four directors in the place of
those who ought to have_ retired last year. Now, it struck
him, (Mr. Munroe), in the first placej thOe Was a decided
objection to re-electing three of those parties; lie knew no
objection to the Mayor of Liverpool. .lie would ,be an
acquisition to the company, and certainly infuse new blood,
and new spirit, and new hopes, into the
..eipeciations,df the
general bocls of the shareholders: Ike, (.ur. Munroe) could
not allow this opportunity to pass without stating that the
notice now moved, c tine on most of them by surprise,
because they anticipated, instead of electing four members
to their direction, they should have the opportunity of
electing eight Why For this reason. athongst

I am quite satis

The 0 HAIRMAI4. -ni
Mt

others.;---the iridividtlidS -*he were then propoied
to be re-elected, (he alluded of course to three cif them)
should have gone out twelve months ago, and he (Mr.
Munroe) rather thought the spirit of:the statute was, that,
along with those four directors who ought to have gone out
twelve months ago, four more ought,now to. retire ul the
terms of the stattltary regidatiori: liii gaiV Mr. butt, the
legal aciViger, shaking his head, but he believed lawyers

differed sometimes, s well as other people, and he (Mr.
Munroe) was well informed by a counsel, equally eminent as
Mr. Butt, that this was really the law, (one of them
must be right, which he could not, says) but he had
in his pocket the opinion of One of the first laW5-eis at
the Engligh bar, to the effect that on this occasion eight
directors ought to be elected by the shareholders. The four
gentlemen who ought to have gone out last year, and who
were now eligible for re-election were retained in office, he
would not like to use an offensive expression, but were re.-
tained in office contrary, to all propriety} fel' on that occasion
the chairman left the chair, and would not put the motion
which was laid before the meeting, and by this attempt, those
directors remained in office for another twelve months.
That he admitted; but they did so improperly, (hear, hear,
and no, no;) and he said that not only those, but other
four gentlemen whose names he called on the secretary to
read; who retired in rotation, should go out, and the meeting
should have the privilege of putting in parties in Vsiliona tliey
had confidence, ite then asked the secfetary t 6 read the
names of the next fodr gentlemen who retired in order.
The CHAIRMAN announced that the directors who retired
next in order, were Messrs. Harrison (Deputy Chairman,)
Roy, Macintosh, and Major French.

Mr. MuNnoE maintained against the opinion of Mr. Butt,
that those four gentlemen ought to retire on the present
occasion, and he (Mr. Munroe) protested it those gentlemen
did not retire, and if the chairman did not put his motion,
he conceived their prbcoedings were filled with irregularities.
Why he (Mr. Munroe,) maintained that eight directors should
go out, was, that a very large portion of the proprietors had
no confidence in them, because they had tied themselves
(not the company) to an offer which was prejudicial to the
interests of the shareholders, and he would add, that the agree-
ment which had been read to-day, did not at all follow out
the principles of the meeting Which was held in that room,
fourteen days ago. One of the clauses of that deed
attempted to restrain the shareholders from exercising their
privilege at the Wharncliffe order meeting, if they found it
necessary to do so. If he were mistaken, he wished to be
corrected. Might he ask if he might assume there was such
a clause in the deed ; for if not, he would withdraw his
mistaken motion on the subject.
The CHAIRMAN : I confess I do not understand you.
Mr. Murritot asked the Secretary to read the clause:
The SECRETARY read the clause in the agreement, which
bound the directors of the several companies, to a strenuous
and bona-fide endeavour to obtain parliamentary sanction
for the objects intended to be carried out by the agreement.

Mr. MiimtoE asked whether the privilege of the Wharn-
cliffe meeting was reserved to the proprietary ? If it be so,
he should say no more on the subject, but if it excluded them
from exercising their privilege on the Wharncliffe Order
Meeting, there was no authority given at the last meeting,
to insert' any such clause in their deed,
The CHAIRMAN said that was entirely confined to the
carrying out of the arrangement with the Great Western
Company, and that implied giving their support to the
agreement at the Wharneliffe Order Meeting.

—Mr. MUNROE put it to the meeting, if he ere not putting
a fair construction on the terms of the deed, and he declared
he should oppose it with the proxies which he held. He
contended there was no authority for putting such a clause
in the deed, mid he protested against it. Whilst on his
legs, allow him, (Mr. Munroe) to say one word with respect
to the two offers which he conceived were before the
meeting, for its adoption. They were in this position
now, in consequence of the refusal of the Chairman,
at the last meeting, to give access to the documents
which he believed would show the majority was against
rather than with the directors. (No, no.) He saw Mr. Roy
laughing, perhaps they should have another turn before
they had done. (laughter.) It was said there was no se-
curity for the per cent offered by the London North
Western, whilst there was large security for the the 34 per
cent. and the half-profits, which the Great Western had lately
laid before them, and which, he said, not being confirmed b
the Company, was open to legal investigation. (Hear, hear.)
A SHAREHOLDER, rose to order. The question imme-
diately before the meeting was the election of four gentle-
men to serve as directors. (Hear, hear.) He submitted to
the hon. proprietor that his observations might be very per-
tinent to another feature of the meeting, but the question
now, and the only quest:on before the meeting, was the
election of four directors in place of those who were re
tiring.

Mi.. MUNROE said, if it were so he should not continue
discussing the matter at present. As regarded the directors,
the shareholders had not confidence in them, and his reason
for stating this was—and he should beoi n with the chair-
man's predecessor, Mr. Wardle, whom 'he believed to be a
most estimable gentleman, and he would not say one word
against his private character.
The CHAIRMAN.-Mr. Wardle is not a director, (hear,
hear, and order).
dr. MUNROE understood he was a director, (no, no.) As
he was not, he world leave Mr. Wardle alone, but, whatever
was his private character they were not indebted to him or
to his colleagues, for providing the shareholders with a
dividend (hear, hear). Let him now refer to Mr. Roy, he
was one of the directors.

Mr. THORNTON.—Iie is not on the list, (cries of order, and
hear, hear).
The CHAIRMAN : The motion is, that the three gentle-
men, whose names have been mentioned, should be re-elected
directors. Mr. Roy is not one of them. (Hear, hear, and
a cry of " shame.")
Mr. MUNROE : Do you wish me to confine myself to
those three gentlemen.

The CuAinmaw : If you please.
Mr. MuNnon should certainly do so ; perhaps he might
have a word to say with Mr. Roy by and by. (Hear, hear,
and.." chair.")

Mr. THORNTON rose to order-
Mr. MUNROE : I shall have a word to say to you shortly
(Laughter.)

The CHAIRMAN thought Mr. Munroe was in order.
Mr. MUNROE continued to say that when a servant did
not give satisfaction, or when gentlemen appointed to ma-
nage a trust did not give satisfaction, there ought to be a
change. He asked the meeting to attempt to inflict new
blood upon the directory, for he would call it an inflection.
With regard to Mr. Haswell, the great body of Scotch share-
holders had no confidence in him, for he admitted he was
tied.to the Great Western offer, and would be opposed to
everything like a better offer from other parties, especially
from the London and North Western. Those remarks were
also applicable to the other two gentlemen, and there was
good ground why they should desire to put different parties
in the direction. It was impossible he could say. more if he
were shut out from referring to the other four gentlemen
who ought to retire, and he thought he would be quite in
order in referring to them.
The CHAIRMAN did not think he would.
Mr. MUNROE : Must I then make a substantive motion
with regard to it.

I don't require you to maliO a motio:
a putting TO shun: kicat laughter).

-o
take the wh

lATUNII6E was anxious question
Thoputtingin of four individuals was a mockery and a clelu,
sion. Ito Ifegge4. to propose .as an amendment, that Mr
Kennedy,' barrister, be appainte'a in place.of Mr: Haswell.

Mr. R. P. Robinson seconded the amendment,- wtrioh was
then put and negatived by a large majority, and Mr. Us-
well's re-election declared to be carried.

Itt7le mid Williams were then re:appointed with-

.en proposed flid gpfointnl

out further opposition
The CHAIRMAN th
Samuel Helm.
A SHAREHOLDER enquired how long Mr. llolme had
been a Shareholder, or what amount of stock he held ?
The ; He is a Shareholder.
The SHAREHOLDER assiinied he was, but he wanted to
knew the anteing of stock he held, and hew long he was a
shareholder. . .

ARQtlier SHAREHOLDER : Does he hold sufficient to qua,
life him?
The CHAIR3IAN : He does.
The ..motion for Mr. Holmes appointment was then
carried. ,

Mr. Niclioll's appointment; as secretary, at a salary of
£3soperannum, was confittetkl; and Mr; Trevor Was re-
elected. auditor.
Mr. MUNROE then moved that instead of M. Hebert
Roy one, of the four fl.dditional Directors following in order
to retire, Mr.
,Gordon Thompson be elected in . the first
instance. He thought this *as a competent resolution, and,
if the Chairman refused to put it, he knot his Femedy.
The CirianmAN refused to put the motion in . that form.
The opinion: of .Sir Fitzroy, Kelly and Mr. Butt had been
taken on this subject, and they Were clearly of opinion that
only four gentlemen were to go mit now; Three of those
gentlemen had been re-elected, and ;tie gentleman elected in
place of the fourth.
Mr. MusnoE then read an extract of an opinion of Sir
F. Thesiger,. Which stated that the shareholders ought to
have filled up the directory in 1852, by electing four per-
sons in the places of those who retired, but not having done
so, he thought it was open to them to supply the omission
at the' nest meeting, and there. would, therefore lie eight aiL
rectors to be elected: He (Mr. Munroe) hoped he had
justified himself that he had not been proceeding without
due caution and preparation.
The ChAIRMAN. —You have got
laid a case and got another opinion.
Mr. MuNuon,--Will you do me the favour to read your

u NROE.-I will read you mine.
The CHAmmAN.—The board have resolved to act oii the
inion given by the legal advisers. They must take the

.
Mtrtsrnot thenhanded in a prat

y,nin.st the proceed-

gs . and said it Was nd Use to gd into the other 'lames, as
is fixe4 the
.K.tXNED/, said, With all dale SabniiSsiiiii to 151A':
At • and Sir F. Kelly, he begged to differ from their
inion. He knew not ;how the case had been put before
em to elicit such an opinion; but he would say that, if the

ivileges Which the legiislative confered on shareholders
rid of, the act was completely a dead
tter. The 74th section enitidWeied the chafinian fa adi
urn a- meeting from time to time, but not sine die; end

he neglected to call another meeting, he extinguished it
thogether. It was one of the most monstrous propositions ever

propounded, to say in the event of a tumult, the chairman
liad the pdiver to adjourn sine die: .This was giving the
directors absolute folVer. He direetdd Mr: Batts' attention
to the last words'of the 8 vie. cap. 16, which said that the
directors were to go out of office in three years, and it was
his firm conviction they ought to elect eight; not four direc-
tors at present. •
Sir WILLIA3i JOJINSON announced, with regard to a por-
tion of ilid sVtdal )21uOiness of the dayi. that .he and his
friends would not wish to lie at ilk dipenSe and trouble of
the investimatiou which was there referred to. Jig it IVaO
only to extend over a month or two it was of no use, and if
it were to go over the whole period of the existence of the
company ; they thought it would be inexpedient, and so far
As he *as coiiCein,e4; they would have nothing to do with it.

hear.) to At( •
ear, Lear. C was a tpropose amendment
which.would apply to the motion of the chairman, and ds
regarded the whole of the proceedings which had taken
place to-day, he would simply move " that this meeting dis-
approves of the re-election of directors to the board; to give
effect to the offer of the Great Western Company, inasmuch
as it precluded the board from considering with fairness,
even an diriended Ifit dr froth , the North Western
COnipany, should slid lid itiadd: And Natter this
meeting declines to entertain any Oof ff&
4 per cent.- and half profits, and recommends there be no
settlement on less favourable terms". He, (Sir W. Johnson)
was not without hope, that what was suggested at the end
of the motion, might yet be the result. It was only
fourteen days since they were there before, and he predicted
if they had `a little piiticpee; they would get a little supple
.ment from tile Great AV esters Couipaiit i and he put it to
the meeting, whether his prediction had not proved true.
(Hear, hear.) If they had taken a different course, they
would-not now have the good offer they had, and it was
owing to the opposition, which he and others gave those
offers, and lie must ask them to keep the matter still open.
Let them still receive better offers from. either .of the com-
panies, and itith that lie would be perfectly content. As viSe
and honest men, wishing to make the most they could of their
property, .they. should keep the door open for an offer from
either company. He held that if a company, paying no
dividend, was worth 3 per cent., a company yielding at
present 1 per cent: was worth more (hear). He should like
the afeat Western Railway to Say ithether they had done
more than justice to the Shrewsbury and Ilirminghani, find
less thad justice to the Chester and Shrewsbury (hear, hear).
This was his (Sir W. -Johnson's) whole quarrel with the
Great Western offer; and he did hope before another few
weeks had pasSed o've'r; the directors would. not wait for the
Great Western to make the amended offer, but that they
would go to the Great Western and ask for an amended
offer. It was a very small thing which was not worth asking
for. He submitted if the directors went in earnest to the Great
Western and asked four per cent instead of 3i per cent.
cent. it would be giveii, and. if it were, he promised theft his
support, not only there, but at the Wharneliffe meeting.
(Hear; hear.) If they got foul' per cent: they would have
very little reason to cornplain. (Hear:) It was next to
wasting time to try to upset the directors. They had a
large majority, aad a great deal of power, and if they used
it properly, they would meet the proprietors another time
With a better offer. He begged to propose his amendment.
Mr. B. CA.mtnitii. had great pleasure in geconding the mo=
tion of Sir. W. Johnson. No man regretted more than he
did the continued agitation which had taken place on this
subject. During the last year they had expended £8;000
in carrying on the contest, and this seemed to be dirtying On
business more for the benefit of parliamentary lawyers and
others, than for the ordinary shareholders of the company.
Ho (Mr. Campbell) disupproved of the offer of the Creat
Western, He thought the railway was worth more. If the
working expenses were reduced more might be made; and

looking
.at the immense amount of traffic which would be
on the line, he thought they would sacrifice their prosperity
by selling it at three and a half per cent, and half profits.
He regretted the position the directors had taken on this
subject. They said whatever offer the Great Western
made, they were bound to take it. They seemed to be tied
neck and heels, and so long as the Great Western depended,
they could count on a majority in the board of directors.
The shareholders need not expect to receive any better offer.
(Hear, hear). It was not until the shareholders ceased to
support the Great Western, that they came forward with any
amended offer. In 1851 iey had a large majority in favor
of the Great Western, and at the last meeting) they had not
one third of the majority, and it was because the Great Wes-
tern feltthe power was falling out of their hands that they made
the amended offer. The directors should feel they were there
to dispose of the property for the best offer, and they should
take the best-offer, and hold themselves open to every offer.
(Hear, hear.) They ought not to receive less than 41 per
cent. and half the profits. (Hear, hear.)
Mr. TorrENnAm reminded the shareholders that the
room in which they were assembled was not an auction
mart, and it ought not to be made so. The offer of the
Great Western, if a good one, ought to be at once accepted.
Mr. KENNEDY remarked that the sum of one-half per
cent. was the whole question in dispute, and he called on the
directors to support the shareholders to get this one-half
per cent.
Mr. TnororroN said it appeared to him that the motion
of Sir W. Johnson struck at a question of confidence or
want of confidence in our directors,. he by no means objected
either to the language or to the substance of the motion as it
stood, still lie took the opportunity of joining issue on the
question before the tompany, of course he, in common with
every shareholder he saw around him, must be extremely
desirous of getting the most they could for their money, and
if they could get 4 per cent. they would take it rather than
3,1 per cent., and 41 per cent rather than 4 per cent. On
that point at least they were all unanimous, but there were
other considerations which arose out of it, the question
what they could actually secure, what parliament would
actually sanction, (hear, hear,) and what the party offering
were really in a position to give. If a delusive offer were
made to them for ad captanduni purposes, then it was per-
fectly clear they were discussing so much moon-
shine. (hear, hear.) If the party making the offer was not
in a position to work it out, then it was perfectly clear to
use the language of Carlyle, they were " embracing a chum"
in accepting. it. He (Mr. Thornton) took it, and he always
considered it should be admitted by business men, that in
the present position of the company, the Lonnon and North
Wostern were not in a position to make an offer at all, (hear,
hear.) They had existing agreements, by those they took
their stand, and so long as they existed, the London and
.North Western could not get into a position to make them
an offer at ;all. Then again supposing they were, as the
offer at presant stood, it was a conditional offer to place so
Much traffic on their line, as should give them 4i per cent.
and for the purpose of obtaining even that, they furthtr
stipulate they must have a board of directors with
whom they can act efficiently. .(hear, hear.) It appeared
to him, (Mr. Thornton) with the sense of the .:shareh-
elders, deliberately expressed, and he hoped to be again
expressed, and finally expressed on the day. Why,
it would be a mere fallacy, and worse than a fallacy for
them, by their present proceedings, to negative and neutra-
lize all that had been done, and to fall back into an abyss

stultified its past decision

crtdit foi sineeru

of discofdi frit(
would do,. if they Umitiyed and iieufri

elements, which they
ed what had been

done, and accept the offer of the London
term_ (kppytuse.) When he ht

North 117-c

adnlitieds Ilia' he had been well beaten at the last meeting,
he (Mr. l'hoitifon) imagined he Was prepaied to join him
and his friends, in upholding and strengthening their best
agreement, and strengthing ttr:cl consolidating the influence
of their dire tors, and in bringing td hear the amount and
unanimity n.dich *ottld at once stifle and utfz4v extinguish
all further oppositioll: Pen hear.) He hfici hoped so,
but he was disappointed ail!! No believed there was
sufficient. good sense and good feeling aniongst the
ghtfleholdera of the company now present to re-tonsider
their past pfoCeedhrgsi ap,d at once to say " we will co-ope-
rate together to secure file f..,'4sting agreement which
-has
•-•-•

been read. (Applause.) Now, reffttinr, to the offer of the
Great Western, and taking it in connexion With that agree-
ment, he thought it virtually amounted, proStketi/kly at
leastf to the 4 per cent which had bden asked for ty the
hon, baronet and Ms friends. - Certainly a great deal would
depend on the' Working of the railway, and on the consti-
tution of directors; but nothing could be done satisfactorily
if they were picking holes in the character of the directors,
if they Were endeaVouring to undermine and to weaken
their infidetice: Their first step towards 4 per cent was by
strengthening the hands of the directors, and develbping
the recourses of the rail Way, (Hear, hear.) It was for this
reason that he; Thornton, and his friends, whose
proxies , to. the amount of g,ootl votes, had taken
the course they had it the .affairs of the company, lie felt
there were greater interests fulAcCci in this contest than
the mere question of a half per cent. Ile said the ques-
tion
.of monopoly or no monopoly was mooted, (Cheers)
As there was no royal road to mathematics, so there should
be no, single line of railway to the North of England,
(Loud cheers') In the sane ,justice there tthould be no single
line of railway to the West Of England, as many have
thought the Great Western had a monoply there, and that a
line thould be formed against theist, ro that there should be
no monoply in the West of England, In the same spirit of
justice we would be sorrythat the London and North Western
should not have a monoply tf the traffic of the north.
(Great applause.) And further than that, what could they
think of Parliament, after Parliament sanctioning the expen-
diture of Idr,gt sums of money for the construction of the
broad gnage as far as Birmingham and Wolverhampton ;
an opinion we have and what; he said; could they think of Parliament, if it

id say by its fir

Great Westeiii and the brOad giitigel" So far shall you go
and no fer*licr ?"" Here was a brick wall which was to
terminate and shift thcni up, and exclude them, and
and mighty result of all the expenditure of capital should
be the battering of the buffers of engines against a brick

Waif 2n Wgivertainpton. (Hear, heal). iHe public had
an interest in matter, and the public interest

be consulted. (Hear, heiir:), Parliament was, after all, the
mere representative of the interest, and the
echo of the voice of the people, and iC NVHO on the broad
qUOion, of monopoly or no monopoly the shgt6oldcrs
were 004 on to support, not mere the existing argil-
ments, not intrely. the parliamentary acts, but also for
their own personal S4Eiiirity; their own advanta •
own pockets, in bringing this

close

by
.adOpting 'the Great 'Western oirce, Why it
mined for him to read the amendment wltiet It

Ithit th

Pitt iise; qlt he motion of the Hon. baronet
directors jtifitlY rOgn the undiminished confidence of th
proprietors; (applatito) tht4 thpy ore entitled to our best
thanks for the honourable perfaiiiidn6o of arduous duties
during a period of unexampier difficulty, (near, hem
That this meeting desires to testify their approba'• - "

manner
,in which the board has gii,en effect to the resolution
of the General niettingi held on the 13th inst., and by ad-
journmeilt, dri Me 14th ipst:i referred to in the report of
the directors, by -did deed of dgreetnent now read and sealed
under which equitable terms hlifd been/ concluded, and a
permanent alliance with the Great Wesienii ettere -
with the entire satisfaction of the shareholders

it into

pany: (Applause.) If they could succeed by their en.
ni screliiing Mitre ffeiti the Great Western, pray do so ; b.
he (Mr. Thornton) e,Aifes.§M he should not attempt to
do so. He should be sorry to Ord the Great Western
offering them more than they or
their proprietors would justify them in giving. lie ii.
deal tangibly with realities ; he liked to embrace what was
really the stiliStance, but, he did not like to lose the substance
for the shadow. (Hear, hear:) tle said on the one side the
substance was the Great Western's Ai of three-and-a-half
per cent—(A SHAREHOLDER : And half the profits.)—
and on the other side the shadow was the London
and North Western's offer at four per cont. (Hear,
hear:) In Conclusion, he
_gave the Directors, as per-
sons.interested in the. Welfare of a local undertaking,
;ril and honesty, and deprecated personal
Ii would rather dive to every man who
gild he said the
`cte entitled to
'No'

,glit hoc/Utility to give, or

imputations
differed from him credit for good niotives
Directors of the Shrewsbury and Chestei

to

their best thanks (Hear, hear ; and a Voice, .") for the
hondurablej and unflinching, and fearless way in which
they;_ bad, niiiilitained existing engagements. (Applause.)
He bed to propose the amendment he had read.
Mr. WATIIEW SCCOildCd the antendment.
Mt. MuNuon said, that Mr. tritorntot had some time
ago stated that he was 'disgusted with the airettotsc and
that he would never give them his vote amain ; that he would
ngt vote against them himself, but that he would recommend
all hiS frien4 to vote for the London and North Western ;
and that hebelieved Mr: Roy to be nothing more than the
paid agent of the (beat Weskit:
Mr. TOTTENHAM did not believe a Word of it,

Mr. ROY claimed permission to make a few remarks on
the amendment proposed. He wished to call attention to
inipqrtaut position in which the Company stood.
He would remind them of what they were bound to
do, and what they would be compelled to do, if
they attempted to evade it. They coinmeneed at
an early date a system of mutual defence and suppoi't With
the Shrewsbury and Birmingham Company, and most
honourably and faithfully had thar company acted towards
them under most tryifig eiretimstances (hear, hear) ; and
he had yet to learn that the ivefe capable of abandoning
that line. A large majority of the shareholders having de-
cided on the course to be taken, and the directors having
received instructions, and carried them out, were entitled to
demand at the hands of the meeting support in carrying
out those instructions. (Applause.) lie (Mr. Roy) held
that nothing tended so much to render insecure and perilous
investments in railway property, nothing so depreciated its
value in this kingdom, as to find a body of shareholders
after authorising and instructing a body of directors to seal an
agreement, coming forward to do that as a company, which
as individuals, no man amongst them would disgrace himself
by doing. (Applause). It was not long since, at a public
meeting of shareholders, he heard a chairman jocosely state
to the meeting, that six times a week he would repudiate his
agreements if it were for the benefit of the shareholders. He
lived to see the ghtLrehOlderd thaw under the jest. Cries of
"Name." He would not name, and if the patty Who asked
for the name, considered for a moment, he would see the
impropriety of it.
Mr. tAst thought Mr. Roy was to avoid personalities.

Mr, Roy protested against interruptions coming from a
gentleman *ho Made it a point to interrupt hint, -He (Mr.
Roy) repeated that the tendency of their conduct was cal-
culated to ruin their property. The resolution Sir Wm.
Johnson was a direct call upon them to tiolate their
agreements, (Hear, hear, and No.) The honourable pro-
prietor had so recently come into the company, he could
be scarcely aware of the binding and solemn nature of those
contracts. He told the honourable Baronet that a.portion
of that contract, sanctioned by act of parliament and by the
Board of Trade, gave them .a right to run over the line and
take fifty per cent. of the receipts ; and penalty could be
inflicted Uptiti them if they neglected their engagements,
which would reduce the value of their property below
zero. They had the same redress against the Bir-
mingham hne ; and let them go to the North
Western, or any other coinpany„ if not approved by
them, and he maintained thq had A tight to run
over the Birmingham line to Wolverhampton, and then their
terminus at one end was Wolverhampton, and he was glad
to say at the other end it was Birkenhead. (Applause.)
If the resolution which they had come to at the last meet-
ing had not been carried, neither the Birmingham company
nor their company would have got the offer they have.
After referring to the increasing £267 per week in the re-
ceipts of the company, which more that justified his esti-
mate of the resources of the line, he admitted that the
Shrewsbury and Chester was worth more than the Shrews-
bury and Birmingham line ; but, he contended if they stood
alone, the Great Western would not give more than they
now offer for their line. He ( Mr. Roy) never
knew more higgling than there had been about this arrange-
ment, and he asked how could the directors be expected to get
more from the Great Western, when Sir. W. Johnson,
himself declared he could have no confidence in that com-
pany if it changed its offer, and then to ask the directors to
seek for more, after that declaration, was the most absurd
thing he ever heard. He next denounced the conduct of
those parties who stood by, looking on with apathy whilst
the (directors were struggling against the North Western's
attempt to get a line from Shrewsbury to Crew, and also the
Newton line, the tendency of which lines was to injure their
property, and yet those parties, after suffering. one of those
lines to be carried, with monstrous inconsistency, now
wanted to attempt to seek for a larger dividend. He
cautioned them against violating their agreements, the
result of which would be that they should be in Chancery
at once. The directors had to look to the permanent
interests of the shareholders, not to the interests of parties
who held stock for a temporary purpose, and whose
ob-
ject was to keep up the prices of the stock, that they
might get well shut of it. This was the object of the Scoteh
bankers, who held stock for advances made to parties whom
they wished to encourage and support, and the directors
should not be guided by mere temporary interest of allowing
those parties to dispose of their stock. (Hear, hear.) He
(Mr. Roy) believed, if this arrangement was carried out, it
would induce many ranks to make permanent investments in
their stock. After referring, to the difficuties under which
the directors laboured, arising from the conduct of a section
of the, shareholderi, he expressed his approval of Sir W.

Johnson's declining to call for the investigation which lia(
been mooted, but was very little deli,ghted wit

uy other

• •
portion of bis address.
Mr. EAST supported the North Western alliance, and
contended it would be better to accept it, than the offer of

AT SUICIDE

liorbeck, rc

.-0n Tuesday, a man
ing in Titheburn-street, jumped
into the river from the Prince's Pier. He was however.
picked up and taken to the receiving house, where he was
promptly attended to by Dr. Blackley, and was restored to
consciousness. He stated that the reason he had attempted
suici(l4, was because he had been robbed in a house of ill-
fnme. in Lime-street, the name of which he could not

DEATH BY DROWl:lo.—Thornas Regan, a sailor
on board the vessel Chimborago, lying in the river, whilst in
assisting in dropping the anchor, fell overboard. Every
effort was made to save him, but he sank almostimmediately.
The body has not yet been found.

THE CHOttnA.--Up the time of the despatch of
our parcel last night, no case of decided cholera had been
reported, either in the city of Manchester or the borough of
Salford. Meanwhile the authorities, both of the city and
borough, are putting forth the most strenuous efforts in order
to the removal of all nuisances, and the promotion of the
general health of the inhabitants.

GLASGOW, WEDIIESDAY, SEPT. 28.—The weather
continues very unfavourable for the outstanding crops in
the west and north of Scotland. To-day (Wednesday) it
has been blowing a gale the whole morning, accompanied
by heavy rains. Wind, N.W. and by W.

- -
The Town Council of Edinburgh, at a special
meeting held on Tuesday, resolved to present the freedom
of the city to the lion. Gladstone, Chancellor of the

Exchequei

UNGRATEFUL CONDl:MT.—Yesterday, at the New
Bailey, Salford, a girl named Mary Carron, 17 years of age,
was placed before the bench, on a charge of robbing a house.
It appeared that about a week ago, Mrs. Brennan, of Eccles,
took into her house the prisoner, who was in a state of the
utmost poverty and destitution. She clothed the prisoner,
fed tier, and did all in her power to promote her comfort. In
return, for all these tokens of kindness, the ungrateful girl
got up yesterday morning at 6 o'clock, and literally stripped
the house of her benefactress. Information was conveyed to
the county constabulary, and Carron was shortly afterwards
apprehended.
The ItUtISIAN BEAR and the TURKEY COCK.—We
have heard a good deal lately about the " position taken by
Turkey ;" and as the attitude assumed has been undoubtedly
rather warlike we may come to the conclusion that the
" position taken by Turkey" is in fact standing on her
drum-sticks. —Punch,

SECOND THOUGHT;.-Tt was intended to inaugu-
rate a statue of Louis Napoleon at Lille, bearing the in-
scription—" To the Protector of Native Sugar." It was,
however, abandoned for re-consideration. It will probably
be amended as follows, and the statue inaugurated on the
2nd of December--" To the Protector of Native Sugar—of
lead."—Punch.

SHARE

MARKETS

, SHPT. 28.—There has been a further de-
cline again In prices to-day. The sales arc :—Aberdeen 10 ;
Birkenhead, Lancashire and Cheshire, £2711 shares, 10 ; Calc-
donian. 24 231; Chester and Holyhead, 14i 151 ; Dublin
and Belfast, par; East Lancashire, 15 4 g ; Lancashire and
Yorkshire, 02i; London and North Western, 1001 ; Mid-
land, 56 ; North British, 6 54 ; North Staffordshire; 61 ;
Small Eastern Stock, 171 ; York, Newcastle, and Berwick,
N.E. purchase, 41 ; York and North Midland, '2l; ;
-°"1,1 stud Lincolnshire, pref. 181

LIVEItPOOL,

-•-•
LONDON, SEPT. 28.—The market for Public Securiti e
has shown a rapidly improving tendency this morning, chiefly
in conseqitcrido of the prevalence of the belief that no alteration
in the rate of interest Will be made by the Bank to-morrow.
Consols for the Account have been done at 92/ to 92, and are
now quoted 92 to I, and for money at 90+ to 91g. Bank
Stock for the account has been done at 218, and India Stock
also for time at 1103. Exchequer bills have been heavier at
12s. to 17s. dis., and India bonds at 10s. dis.
The Foreign market has been rather active, and in some
cases prices are lower. Within the last hour, however, quota-
tions have considerably improved, in sympathy with the market
for the English funds.
The Railway Share Market has also been much firmer this
morning, but in consequence of the approach of the settlement,
prices hate ruled rather irregularly.
There has not been much doing in Gold Mine Shares, bu
prices are well supported for tile better descriptions.
SHARES AND SzoOrs.—Ambergate and Eastern Junction,
4x d ; Caledonian 47+ 6 ; Chester and Holyhead, 14;
Eastern Counties, 11$ 4 3 ; Edinburgh and Glasgow, 60 57
; Edinburgh and Dundee, 2h3 20 ; Great Northern, 69
9 ; Ditto A. 42; Ditto B. 119; Great Southern and
Wx,eis;tearLnn(eleSidl,rsoeNlrakonsidi.lt)iirl,ee9rn,763,lli;ii Great Western, 78 173 9 ; Lanca-
shire6lo24; ILi x
oneodn; 8
and Blackwell, 71-1
London and North Western, 993 g 1003; Ditto Fifths
12k ; Ditto Eighths, 14; London and South Western, 74 ;
Manchester and Lincolnshire, 181 ; Midland, 563 it 51 7 ;
North British, 241 ; North Staffordshire, 11 loq n ; Oxford
and Wolverhampton, 353 6 ; Shrewsbury and Birmingham,
64 ; South Eastern, 573 8 7 ; South Wales, 33 ; York and
Berwick. 57 8 ; Do. Extension, 10; York & N. Midland, 421.
Line Leased at a Fixed Rental.—,Midland Bradford, 100.
Preference Shares.—Eastern Counties, New 6 per cent., 13 ;
Great Northern (5 per Cent., Redeemable, 1071 61; Ditto
43 per Cent., 731 Great Western (Irredeemable, 4 per cent.),
95 ; Oxford and Wolverhampton, 100 x d ; Ditto (151. paid).
15,1 wd. Foreign.—East Indian, Extension, 13 ; Great cen-
tral of France, 83; Northern of France, 331 ; Paris and
Lyons, 261 61: Paris and Strasbourg, 373 ; Sambre and
Meuso, 711 Zealand, 53. Consols for Accent, Oct. 13, 12.112 i.

GLASGOW MARKETS, S;EPT. 23

Our Pig-iron Market «•as• weaker yestt rdayin consequence

of the more unfavourable news regarding ..the state of affairs in
Turkey, and the prospects of war, Warrar, is fell to 625. 6d.
cash, and did not recover up to 5 p.m. ; 12,1-ers, 625.; No, 1,
645. 6d. to pa.; Gartsherpe, 71s. 6d.