The Sun.
London, England, 1846-05-02 00:00:00

RAILWAY.

Sir,—The Directors of the London and York Railway have had
before them the offer of the Eastern Counties Company, dated the
23d, transmitted in your letter of the same date, received on the
24th instant, containing in substance the following terms :
Ist. The formation of a combined Board, consisting of twelve
Eastern Counties' Directors, and siz London and York Directors, who
shall determine whinh of the lbws shall be promoted, and which
abandoned.

21 That the London and York Stock of 501. shall, share for share,
be converted into 151. shares in the Eastern Counties Extensions, on
which 10s. shall be credited-4s. being credited on the existing
Eastern Counties Shares, thus reducing the preference to 65., instead
of 10s.

In reply to which, I am desired to inform you that the Directors
observe—that the Stock offered by the second proposition is precisely
tlm same as the Eastern Counties Extension Stock, now selling in
the market at about the same price as London and York Shares ;
there is, therefore, no temptation in a pecuniary point of view con-
tained in this offer. If the Eastern Counties Company had proposed
to give an interest in their existing stock, upon which they are re-
ceiving dividends, the London and York Directors could understand
its pecuniary advantages. But what do they propose to give ? Shares
wholly dependant upon the passing of a Bill which Parliament is not
likely to sanction in 1846, having rejected it in 1845. What security is
there in this proposition to the London and York Shareholders ? Not
half so much as they now possess in their own Shares; for if Parlia-
ment does not sanction the Cambridge Extension Lines, the Stock
offered becomes mere waste paper.
The first proposition necessarily involves the abandonment of the
London and York Line. The Eastern Counties Board having so
constantly denounced that line, and having steadily contended for the
sufficiency of the Cambridge lines, would, without doubt, by the ma-
jority of twelve to six thus given them, determine to abandon the
first, and prosecute only the latter.
With every desire to meet the Eastern Counties Company, and
concert equitable terms of amalgamation, the London and York Di-
rectors, cannot regard the proposals now made, as containing even
any pecuniary inducements to commit the suicidal act of accepting
them.
The offer is, indeed, only a reiteration of that made by Mr. lludson,
on the 3d December last. It was then accompanied by a threat of
appeal to the Shareholders, against the Directors, should they ven-
ture to refuse it. The Directors did unanimously refuse it--as an-
nounced to Mr. Hudson, by the letter of Mr. Aetell, the Chairman,
on the 16th December—and the Shareholders as unanimously ratified
that refusal, by subsequently signing the Parliamentary deeds au-
thorising the present renewed application to Parliament.
The threatened appeal to the Shareholders was not then made;
but it seems that the present state of the money market, and the
failure of every other means of opposition, have induced the Eastern
Counties Company now to make the attempt.

The London and York Directors allude to the published correspon-
dence between Mr. Joseph La Mert, as Chairman of a Commttee
advertised to meet in Size-lane, and the Eastern Counties Company:
besides the fact, that Mr. La Mert is not a subscriber to the London
and York dead, but was lately, if not at present, a great holder of
Eastern Counties stock, the Directors would refer to that correspon-
dence, and ask whether it Is probable that any parties honestly de-
siring to serve the London and York Shareholders would, instead of
stating their opinions and feelings confidently to their own Directors,
advertise for an organised disunion in the Company itself, before
proposing to make terms with its antagonist.
The Directors of the London and York Company would suggest to
the Eastern Counties Board, to consider whether such a course of
proceeding is what ought to be adopted by Directors towards each
other, or is likely to conduce to the good understanding which the
Eastern Counaes Company profess to desire. •
For the present, they consider the offer made, accompanied by
such an agency, to be an unworthy mode of attempting to dissolve
the London and York Company, and to deprive the Shareholders of
those advantages which their present position secures to them; and
the Directors have, therefore, no hesitation in rejecting it.
In conclusion, the Directors instruct me to state, that under a
sincere anxiety to promote an amicable understanding between the
two Companies, and to save the expense of a costly contest in Par-
li..ment, they are quite ready, by a deputation, to discuss the terms
upon wnich a general amalgamation can hereafter be safely accom-
plished, under the condition that the London and York scheme, in all
its integrity, be carried into effect.
I am, Sir, your obedient, humble servant,
J. It. MOWATT, Secretary.

Eastern Counties Railway, Shoreditch, May 1,184 G.
Sire—l have to acknowledge the receipt of your letter of the
29th ult.

The Bills for the extension lines of the Eastern Counties Company
were not rejected last sessions, as most incorrectly stated in that
letter. The case of the Eastern Counties Company was never even
heard. The Committee of the House of Lords will in this session
have ample time to hear that case, and the evidence in opposition to
the London and York Railway, and the Directors of the Eastern
Counties Company are perfectly confident as to the result.
The Directors of the London and York Company have attempted to
ridicule and contemn the Reports on Railways of the Board of Trade
made last year. It has still to be decided, however, whether the
report of the Board of Trade which rejected the London and York Rail-
way was not essentially correct. The decision on that question will
probably leave the London and York Directors cause to regret that
they have again refused the large sacrifices which the Eastern
Counties Company were willing to make in order to bring the expen-
sive Parliamentary contest to an amicable termination, beneficial to
the public.

The Eastern Counties Company will never be parties to consent to
the passing of the London and York Railway Bill in all its integrity ;
and, therefore, your proposition for deputations of the two Companies
to meet upon that basis is rejected. The Directors of the Eastern
Counties Railway Company have always stated what they sincerely
believe, that, if that Bill "In its integrity" be passed, the under-
taking will be ruinous to all concerned, and their opinion is not
altered but confirmed by the circumstance that the London and York
Directors have now arranged, as publicly reported, with other par-
ties, that they shall contribute to the risks and losses of the London
and York Company. If the London and York Railway be, in the
view of its Directors, so excellent and remunerative a concern, it is
strange indeed that they should (to use the language of Mr. Astell's
advertisement) be 'making arrangements to "diminish individual
responsibility," and that they should announce that tkey will have to
resort to management and financing to keep off calls until the spring
of next year, when money matters may be worse instead of being
better 'han they are at present.
I have now to refer to the liberal offer made by the Eastern
Counties Company in their letter to you of the 23d of April ; as that
offer has not been accepted by the London and York Directors, I
am desired to state that it is entirely withdrawn. If the share-
holders of the London and York Company, consulting their own in-
terests, appreciate it better than the Directors, who, evidently, from
Diet erroneous reasoning, are determined not to see its large
pecuniary advantages to the London and York proprietors, this
Board will certainly not be deterred by any language such as is re-
sorte to in your letter, or Mr. Aston's advertisement, from holding
communications with any respectable body of gentlemen, who
shall prove themselves to be representatives of a large number
of London and York shareholders. It is no new thing for
shareholders to interfere in the management of their own
property, with great benefit to the undertakings in which they were
engaged, and contrary to the wishes of directors, who may become
immoveable in wrong opinions ; and they are as well entitled to
attention as directors themselves when their number is large and
important, and their proceedings respectful. As regards the letter
of the Eastern Counties Company to the Chairman of the Committee
of the London and York shareholders, which apparently has given
your Directors so much uneasiness, it is before the pi.tilic, who can
judge best whether it be a proper communication and respectful to the
London and York Board. There is not the slightest regret on the
part of the Eastern Counties' Board that such a letter was written.
In conclusion, I have only to remark that, for the second time,
your Board has been guilty of the unfairness of publishing your an-
swers without the communications of the Eastern Counties Company,
to which they were replies. This letter, together with mine to you
of the 23d ultimo, will of course receive the same publicity as you
have givdn to your answer of the 29th ultimo.

-I
have the honout to be, Sir, your most obedient servant,
(Signed) C. I'. RONEY, Secretary.
J. R. Mowatt, Esq., Secretary, Loudon and York Railway,
7, Lothbury.