Northern Times.
Liverpool, Merseyside, England, 1857-11-13 00:00:00

LIVERPOOL BOROUGH
BANK.

to devote to the inquiry, and their previous utter ignorance,
as to the real state of the accounts will admit of their
arriving at any conclusion whatever, they venture to
express their opinion, that of not only the original capital
of the bank, but likewise of other assets held by them, a
considerable portion is so locked up in various kinds of
securities, that much time, great forbearance, and good
management will be required to insure their advantageous
realization, and that upon the due combination of these
several elements will mainly depend the eventual result,
es regards the original capita of the bank.
Such being the case, and the bank being about to issue
its obligations to its creditors, as before stated, it becomes
imperative on the shareholders committee, in order to
ensure the punctual fulfilment of these obligations, to re-
commend to the directors to make a call on the share-
holders ; indeed this condition has been &ready insisted
upon by the creditors.
They trust, however, that the dates for its payment
may be so arranged, as that while securing the object
which renders it necessary, it may be made to press with as
little severity as possible upon the shareholders.
The meeting of Tuesday having paesed a resolution to
place the company under the Joint Stock B making Companys
Act of 1857, certain other resolutions requisite to carry cut
fully the objects for which that course was adopted, will be
proposed to the adjourned meeting to-day. Should the
shareholders, as they will see it to be their interest to do.
approve of them, the functions of this committee will
naturally cease, unless it should be the pleasure of the
shareholders to ask for their further services.
The committee have been too fully occupied to allow of
their going into any inquiry as to the origin of the present
difficulties ; feeling, likewise, that the time had not arrived
for such an investigation. Whether it shall be the pleasure
of the shareholders to institute it, through them, or other-
wise, must be left a subject for further consideration
The committee cannot, however, conclude their report
without expressing their approval of the manner in which
the directors of the bank have received the various
suggestions and recommendations they have made to them
from time to time, and of the readiness with which they
have, throughout the whole period of their joint action,
afforded to the committee eve y information in their power
on the different subjects to which attention has been
directed. JOHN B. BRINCKER,
Chairman of the Committee of Shareholders.

with dissolved, and declare that the same stands and is
dissolved accordingly, subject, nevertheless to the provi-
sions of the Deed of Settlement of the Company, and of
" The Joint-stock Banking Companies' Act, 1857,"
whereby it is provided that, for the purpose of winding up
the Company, its corporate estate and all its corporate
powers shall continue.
8. That the event having occurred, upon the occurrence
of which it is provided by the Deed of Settlement, that
the Company is to be disolved, the Company be wound up
voluntarily under the Joint-Stock Banking Companies'
Act, 1857, and the Acts incorporated therewith.
9. That John Barnes Brancker, of Liverpool, in the
County of Lancaster, broker, Joshua Dixon, of the same
place, merchant, Peter Serjeantson, of the same place,
broker, Phillip Rawson, of the same place, insurance
broker, and Harmcod Walcot Banner, of the same place,
accountant, be and they are hereby appointed liquidators,
for the purpose of winding up the affairs of the Company,
and distributing the assets thereof.
10. That as between the liquidators and the Company,
the authority given by the Joint Stock Companies' Act,
1836, to any two of the liquidators to exercise all the
powers thereby given to the liquidators, shall only be
exercised eubject to such restrictions and qualifications (if
any) as the liquidators, or a majority of them, may from
time to time appoint; but no creditor or other third party
shall be bound to enquire whether the acts of any two of
the liquidators are duly authorised under this resolution,
or be effected by express notice that they are not so
authorised. _ _

The adjourned meeting of the shareholders of the
Borough Bank, was held at two o'clock, yesterday, at the
bank in Water-street. The meeting, which occupied a
little more than an hour and a half, was private, but the
following report has been officially supplied :
At an adjourned general meeting of the proprietors of
the Liverpool Borough Bank, held the 12th of November,
1857, at the bank in Water-street,

Mr. William Rathbone, chairman of the bank, in the

chair,

Present —One hundred persons holding 37,924 shares,
and proxies were handed in for 37 persons holding 22,021
shares,

The minutes of the proceedings at the general meeting
held on the 10th instant were read and confirmed.

The chairman mentioned that it was deemed expedient
to call another general meeting of the shareholders for the
24th instant, princ pally for the f)rmal adoption and con-
firmation of the proceedings of this day, and that notice of
such meeting would be issued this evening.
The directors presented the following Report to the
ehareholdors, which was read :

11. That the liquidators be requested to consult from
time to time with the Directors and the Shareholders'
Committee as to the best mode of dealing with the interests
of the Bank, and as far as they find they can properly do
so, to carry out the winding up of the affsire of the Com-
pany with the sanction and concurrence of these bodies
12. That in the event of any vacancy by death or other-
wise occurring in the office of any of the liquidators now
or hereafter to be appointed, the Company, in filling up
such vacancy, shall adopt the following principles, that is
to say Dither of them, the said John Barnes
Brancker and Joshua Dixon, or any person hereafter to be
appointed in the place of either of them, shall cease to be
a liquidator, the Company may supply the vacancy occa-
sioned thereby in such manner as it shall think fit. If the
said Peter Serjeantson, or any person hereafter to be
appointed in his place, shall cease to be a liquidator, the
Company (until the debts of the London creditors shall be
paid or secured to their satisfaction) shall only
appoint such person to supply the vacancy occasioned
thereby as shall be approved of by the London
creditors of the Company. If the said Philip
Rawson, or any person hereafter to be appointed
in Ys place, shall cease to be a liquidator, the Company
(until the debts of the Liverpool creditors of the Company
shall be paid or secured to their satisfaction) shall only
appoint such person to supply the vacancy occasioned
thereby as shall be approved of by the Liverpool creditors
of the Company; and if the said Ilarmood Walcot
Banner, or any person hereafter to be appointed in his
place, shall cease to be the liquidator, the Company shall
only appoint such person to supply the vacancy occasioned
thereby as shall be approved of by the other liquidators
for the time being
13. That the remuneration to be paid to the liquidators
be referred to the Directors and the Shareholders'
Committee, who are hereby authorised and empowered to
settle and determine the amount and mode of payment
thereof, and if they shall feel any difficulty in the matter
then, that Messrs. Holt, Robinson, Aikin, and Moon, be
requested to give them their advice and assistance.
14. That this Meeting approves of an arrangement
being made with the creditors of the Company, and
authorises the liquidators to settle with the c editors on
the following terms and conditions, that is to say-
1. That all creditors upon deposit or open account other
than Shareholders for sums not exceeding £2OO be
forthwith paid in full
2 That all creditors upon deposit cr open account, other
than Shareholders' for sums exceeding £2OO be paid
by four equal instalments', to be secured by the
promissory notes of the Company, payable respec-
tively, six, twelve, eighteen and twenty-four months,
from the 27th day of Octob-:r, 1857, with interest
from that date, at the rate of £7 per cent. per
annum.
3. That the holders of bills bearing the liability of the
Bank shall be entitled. if they require it, to the
promissory notes of the Bank f ,r the amount of their
unpaid bills for the time being, or such part
thereof as they shall require, such promissory notes to
mature at six. twelve, eighteen, and twenty-fcur
months, from the said 2 Tth day of Oct ber in equal
instalments of Five Shidinge in the pound each, with
interest at £7 per cent. per annum, to be computed
from the maturity of the billr, in respect of which
such notes are given The Bank is to have the right
of redeeming such promissory notes before the same
become due in whole, or in sums of not less than one
shilling in the pound, on giving notice to the holders
of their desire so to do, on condition that the unpaid
bills for which such promissory notes shall be given
shall . be delivered to the B ink upon trust
for the benefit of the parties delivering the
same, and in order that the Rank as their agents
may collect the amount thereof from the other parties
thereto, but not so as to divest the legal property of
the holders in such bills, such collection to be made
by the Bank to the best of their judgment, and all
sums of money collected by the Bank from the other
parties to such bills shall be immediately applied in
liquidation of the promissory notes given by the Bank
in lieu of such bills which have the longeet time to
run, the Bank to be credited in account with the
holders of such notes with interest at the rate of £7
per cent, per ant= on the moneys, so paid, and the
holders of the bills are to have the right of requiring
the re-delivery of such bills, or any of them, on
returning to the Bank their promissory notes received
against them, but the bills so re-delivered are to bo
subject to such arrangements as the Bank may have
-
made in the meantime with the parties liable
thereon.
4. That Shareholders who are creditors upon deposit,
or open account, are not to rocoive the amount of
their c: edits until all their liabilities to the Bank and
the Bank's liabilities to the public have been 1 qui-
datsd.
5 That depositors or other creditors having bills
running with the Bank under discount are not to
to receive promissory notes for the sums due to
them until the Bank is satisfied of the safety of
such bills.
G That the acceptances of the Bank given out against
creditors are to be paid at maturity if the liquidators
shall deem it safe and advantageous to the Bank to
do to.
7. That upon the realization of the Bank of any securi-
ties deposited with the Bank against any particular
bill or bills, the proceeds thereof shall be applied
immediately as received towards the liquidation of
such bill or bills ; and in case of the Bank having
given their promissory notes against such bill or bills
to the holders thereof, then the proceeds shall be
applied towards such of the said promissory notes then
current as shall have the shortest time to run.
8. The dividends and interest shall be paid to the holders
of bills who may be entitled to promissory notes, but
who may net require the same, or who may have
returned their promissory notes to the Bank in like
manner as if such notes had b.en given or had not
been returned.
0. That the chief basis of the settlement with the credi-
tors of the bank hereby authorised is, that calls
amounting to £5 per share shall be made on the
shareholders as soon as the law will permit, and
shall be enforced with all reasonable speed.
10. That in passing this resolution the shareholders re-
serve to the liquidators the power to exclude any
creditor who shall not signify his assent to the settle-
ment hereby authorised by a day to be fixed by the
liquidators and by the Creditors' Committee from
receiving a higher rate of interest than the law would

The following report of Mr. H. W. Banner was then
read :

Having lasen called in by the Directors of the Liverpool
Borough Bank for the purpose of preparing a statement of
the affairs, for the information of the shareholders, I have
complied with the request, and the statement as compiled
is now in my hands ; but it is felt by the committee, by
their legal advisers, Messrs Lace and Co., and by Mr.
Field, that it is not for the interest of the shareholders
that that statement, or any other involving figures and
estimates, should be read,
In that view I certainly concur; and when it is borne
in mind that a statement of accounts or estimate, now
formed, could in no way influence the action which the
proprietors have now to take for the protection of their own
interests, but, on the contrary, that such a statement of
their affairs might very seriously injure that action, I can-
not but think they will agree, for the present at least, in
the wisdom of postponing this part of the originally
intended business of the day. The interests of the share-
holders depend largely upon two matters—the first is the
necessity of neither doing or saying anything which may
even indirectly touch the position of any parties who
have engagements with tho bank, and who by reflection,
however trifling, upon their credit, may become unable to
meet their engagenaents, and so increase the liabilities
which would have to be provided f r; a consideration of
the utmost importance in a case like this, where there is a
large quantity of paper bearing the bank endorsement,
which ought to be met by the parties primarily liable upon
it. This part of the question involves also the tandesir-
ableness of anything lrke a detailed statement of losses,
the bulk of which are matters of estimate only, depending
in no small degree upon no injury being inflicted upon
those through whom such losses have been considered as
not likely to occur.
The second point is that of the assets, which have been
valued at the present depreciated rate of such securities in
the market. rates which, in realising, it is to be hoped will
be exceeded ; but any statement of those veluetions could
en'y tend, by making known the depreciation at which
they have been taken, to operate against what is considered
the intrinsic value cf the respective properties, such value
as in fact in improved times would certainly in most cases ,
be obtained. A large portion of these assets consists of '
securities of various kinds, on land, on ships, some few in shares
and other matters. To get the valuation of these securities
as correctly and as safely as possible, I obtained the assist-
ance of Mr. Culshaw and Mr. Lampert, whose estimates
are formed upon the present deprec.ated value of the dif-
ferent properties submitted to them.
It will be understood that such valuation can little be
depended upon,as the prices which might be obtained when
mercantile matters settle down again to their accueomed
course, and it will also be well understood how largely the
circumstances of the times have operated against the
interests of the shareholders, both as regards th 3 value of
the property which they hold, and the increase of the
liabilities of the bank, which latter has almost daily been
taking place, by the suspension of mercantile h .uses
with engagements bearing its endorsement. The estimate
of these engagements is large certainly, but after all it is
merely an estimate, and it is quite impossible to say
whether or rot the amount may be exceeded, and to what
extent. Into the accounts upon which the lessee have
occurred, I have not had time to enter closely ; they have
most of them been current upon the books of the bank for
some years, and I see that largo amounts have been
written off from time to time to the debit of profit and
loss, the sum of £371,178 10s. ld. having been so
written off between June in 185-f, the year in which Mr.
Oliver stopped, and the same time in 1857, covering a
period of four year's only.
It has been though*, and probably with reason, that one
or two prosperous years would place these accounts upcu
a legitimate footing, and meantime the business of the
balk was so large, and the real profits so great, that any
deficiency occurit g might be made good out of the annually
undivided portion of those profits —unfortunately, this pro-
ject has not been realised, and the crisis which has now
come upon this institution has been in its consequeues
and still is, most disastrous.
In conclusion 1 have to say that I have thonaht it right
to the proprietors to examine the accounts of the directors
and managers, the latter have alwat s been in credit, and
of the former two only have overdrawn balances ; one is
covered to a cmaiderable extent, and more than the diffe-
rence is now about being brought in in cash ; the other
will doubtless shortly be arranged. I find that Mr. Smith,
the late manager, was a purchaser of shares as lately as
May last, the price paid being £lO 6s. 3 i. per share, and
your respected chairman has been a purchaser still more
recently. I find also that the only shares held by the
directors which have changed hand; for many years, was
a small lot transferred by ore ditector to another in
February, 1856.

lIARMOOD W. BANNER, Accountant.

The followirg resolutions were moved by Mr. J. B.
Brancker, and seconded by Mr. Samuel Martin, and were
adopted unanimously :

1. That the Report of the Directors, including that
made by Mr. Banner, now read, be and the same is hereby
adopted.
2. That the several acts done and measures taken by
the Committee of Shweh:dder3, appointed by the Board of
Direc7ors and an inbrmal meeting of Shareholders, held
on the 301 day of Ociob3r, 1857, be and flu sane are
hereby adopted and confirmed.

3. That the report of the C mmittee of Shareholders,
mentioned in the last resolution, now read, be and the
same is hereby adopted.

4 That the gentlemen constituting the Committee of
Shareholders, referred to in the preceding resolutons—
that is to say, Mr. J. B. Brancker, Mr. Samuel Martin,
Mr. John Dickinson, Mr. Gilbert Henderson, Mr. John
Laird, Mr John Marriott, Mr. IL J. Webster, Mr. Cooke,
Mr. Thomas Blythe, Mr. Bramley-Moore, Mr. William
Smith, Mr. Thomas Hibbert, Mr. John Park, Mr. Fletcher
Rogers, and Mr. John Bristow—be appeinted a Committee
on behalf of the Shareholders to superintend, in conjane
lion with the Board of Directors, the future conduct of the
affairs of the Bulk ; and that such Committee be
empowered to add to their number, to appoint a
Sub-Committee, and to make such regulations for
transacting their business as they shill see fit.
5. That the thanks of this Meeting be offered to Mr.
Holt, Mr. Robinson, Mr. Aikin, and Mr. Edward Moon,
for consenting on the requisition of the Directors and the
Committee of Shareholders to act as mediators in all
questions arising between the Bank and its creditors, and
between the Shareholders in the Bank inter se, and that
they be requested to continue to give the Bank the benefit
of their valuable services in the same capacity.
6. That it appears to this meeting that the losses of the
Company have exhausted the fund in the Deed of Settle-
ment of the Company called the " Reserved Surplus
Fnnd," and also one fourth part of the Capital of the
Company actually paid up by the Proprietors, and it also
appears that three.fourths of the said capital have become
unavailable by reason of the aforesaid losses of the Com-
pany, and of the remaining Capital thereof being invested
on securities which are not at present convertible.
7. That having regard to the circumstances mentioned
in the last resolution, all the Proprietors of the Company
proont at thu meeting require that the Company be fore-

award.
15. That this meeting request the creditors of the Bank
to continue the present or some other Committee to repre-
sent them during the winding up of the affairs of the Bank,
10. That inasmuch as interest at the rate of £7 per cent.
per annum is to be allowed to the Creditors of the Bank,
the like rate of interest shall be adopted in the settlement
of all ace mnis between the Shareholders and the B ink,
and shall be computed from the :27th Octob3r, 1857. All
balances due to or from any Shareholder on Banking
account are to b 3 transferred as of the aforesaid day to his
Shareholder's Account, and t,► b 3 dealt with accordingly.
It was moved by Mr. Dixon, and seconded by Mr.
Brancker, and carried unanimously,
That the tha..ks of this meeting are hereby given to
Mr. Field for his invaluable services to the Yank in the
present emergency.

(signed)
EATEIB'NE Chairman.
We have been informed that the greatest naanimity
prevailed through3nt the proceedingT.

During one of the discussions in the Swedish Di,t on
the royal proposition relative to religious liberty, M. de
Kock, the Chancellor of J atice, said the, it the proposition
was not voted, the tribunal would be compelled io pass
sentence on seven Swedish women, accused of the crime of
having thee years ago quitted the evangelical church and
embraced the Roman-catholic faith. They would, added the
minister, be necessarily condemned to exile. This argu-
ment, however, as is proved by the result, had no it fluence
On the decision of the States.

THE NORTHERN TIMES.---LIVERPOOL, FRIDAY, NOVEMBER 13, 1857.