The Sun.
London, England, 1846-06-15 00:00:00

JUNE 15, 1846.

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SCOTTISH CENTRAL RAILWAY.
A meeting of the shareholders was held in the Town-
hail, Perth, on Friday, the 12th current, for the purpose
of considering the Bills for that Company's Extension,
and for their amalgamation with the Edinburgh and
Glasgow Railway Company, Major Murray Stirling in
the chair.
The Bills for the various extensions were submitted to
the meeting, and approved of unanimously.
In submitting the Bill for the proposed amalgamation,
the CHAIRMAN stated that, from what he understood as
to the sentiments of some of the shareholders, he was
afraid that the same unanimity would not prevail in re-
gard to the arrangement with the Edinburgh and Glas-
gow Railway Company. He felt it to be his duty to
state that the directors had gone into that arrangement
after mature deliberation, and upon the conviction that
it was likely .to prove highly advantageous to the Com-
pany. It was most important for them to stand on a
friendly footing with a company like the Edinburgh
and Glasgow Company, who had the command of a
very large portion of the best traffic of the Central line ;
and by the arrangement which they had made, not only
was this secured, but a conclusion put to the very pro-
tracted and serious hostilities in which they had been
long engaged with that powerful company and which
they were likely to continue to be engaged in unless
some arrangement had been come to. A guarantee of
54 per cent. had been secured to the holders of the ori-
ginal Central stock, with an equal participation, in the
profits of the Edinburgh and Glasgow stock in the event
of their exceeding a dividend of 54 per cent. They were
entitled to look to this, considering the great prosperity
of the Edinburgh and Glasgow Railway, as a most fa-
vourable alliance ; and the directors had thought it their
duty to the shareholders to close with these terms. He
was aware, however, that a different view was taken by
some of the shareholders, and he would request the
secretary to read to the meeting a letter which the
directors had received on the subject from several large
shareholders.

The letter, which was in the following terms, was
hen read.

London, June 8, 1846.

Gentlemen,—lt was our wish to have attended the
general meeting of shareholders, called for the 12th inst.
at Perth, to consider the Bill for carrying the proposed
amalgamation of the Scottish Central with the Edinburgh
and Glasgow Railway into effect, but as our engage-
ments render that impossible, we take this method of
bringing under your notice the views which we enter-
tain of the proposed arrangement, in which we are
deeply interested, as large shareholders of the Central
stock.
You need not be reminded that the Scottish Central
was promoted, as forming a continuation of the great
central trunk line of communication from England to
the north of Scotland,. afforded by the great southern
companies and the Lancaster, and Carlisle, and Caledo-
nian railways. It was upon this ground that it was at
first favourably reported upon by the Board of Trade,
and subsequently sanctioned by Parliament, in the face
of the strenuous opposition of the Edinburgh and Glas•
gow Railway Company. The reason for this opposition
was apparent, in the interest which that company had
to prevent the north and south traffic from proceeding
in the direct, its natural, course, and so avoiding their
line. ['hat same interest is still in operation ; and,
doubtless, it was that which led to, their offering the
terms of amalgamation which are now before us.
It is clear, therefore, that the public interests must
suffer by an amalgamation, whatever its effects may be
upon those of the shareholders. You will be met by
this objection the moment the Bill goes into committee,
and, for ourselves, we cannot doubt that it will be fatal
to its passing. To hold otherwise would be neither
more nor less than to hold that the principle which
guided the Board of Trade, and which subsequently was
established in Parliament, after the protracted contest of
last year, is to be overturned this year, the facts re-
maining precisely the same.
We, therefore, hold the arrangement with the Edin-
burgh and Glasgow Company to have been from the first
inexpedient, and in violation of the principle on which
we obtained our Act.

But we should, nevertheless, not have made any
effort to disturb that arrangement, if it appeared cer-
tain that Parliament would sanction it. But when the
reverse is the case—when the engagements made with
the Edinburgh and Glasgow Company are likely to be
set aside, whether we desire it or not—and when we
are compelled, by the resolutions lately passed Par-
liament, to come forward and express our opinions afresh
on the arrangements entered into by our directors,
we think we are bound to consider it in all its bear-
ings, and to act in such a manner as a regard to our
own interests requires. Better terms might, we think,
have been obtained from the southern companies, in-
cluding a guarantee on the new as well as
the old stock ; and it is within our own per-
sonal knowledge—and we vouch for the fact—
that these are still within our rea9h, and might
be immediately secured, if we were in a condition
to treat—in other words, if the present arrangement
were put an end to at the meeting of the 12th, as we
conntici!tir- ha. An arrangement with the
companies south of us would not be liable to the same
objections in Parliament as the amalgamation now
proposed. They are our natural allies—they have already
been treated by the Board of Trade and by Parliament
as such. Our interests are identical. The more closely
we can be brought together the better both for the
public and ourselves. For every reason, therefore, we
conceive it to be for thel interest of the shareholders to
withold their approval of the present Bill, and so make
way for the adjustment of terms with the Southern Com-
panies, in place of going before the committee and being
defeated, as we apprehend they certainly will be.
We feel it our duty to record our protest against the
competency of the meeting, called for the 12th, giving
their approval to the proposed arrangements. The Bill
deals with the new stock as well as the old, but the
holders of the new stock have not been summoned, and
we maintain that no binding resolution can be come to
at that meeting in a matter in which their interests are
so deeply concerned.
It is most probable that many proxies may be trans-
mitted to you, to be used at the meeting in favour of the
measure, by parties who are in ignorance of the true
state of matters, and of the advantageous terms which
may be secured from the Southern Companies, We
submit that these proxies cannot with propriety be acted
upon without an opportunity being first afforded to the
parties of re-considering their position.
We have to request that you will oblige us by directing
this letter to be read to the meeting, and we remain
Gentlemen, *

Your very obedient Servants.
To the Directors of the Scottish Central Railway.
The Chairman then put the motion that the bill
be approved of, which was seconded by Mr. John
Murray.
Major Richardson, a scripholder of the company's
new stocks, was proceeding to address the meeting,
when it was objected by Mr. Oliphant of Condie, that
he was not entitled to take any part in the proceedings,
as this was a meeting of the company incorporated by
the Act of last year, and not of the scripholders. A
meeting had already been held of the scripholders, and
they had given their decision on the subject. Major
Richardson stated, that his information was that this
Bill had not been submitted to any meeting of scrip-
holders, who, it must be borne in mind, held one-third
of the stock of the whole company, and had, therefore,
a most vital interest in the measure, and begged to ask
the secretary whether his information was correct or
not,.
Mr. KERR, the secretary, stated that the Bill for the
amalgamation had not been submitted to any meeting
of the scripholders.
After some discussion as to the right of Major
Richardson to be heard, the CHAIRMAN stated, that al-
though the meeting. would be most happy to listen to
anything which Major Richardson might have to urge
on the part of the scripholders in regard to the subject
before them, it was not, he feared, in their power to
receive his vote.

Major RICHARDSON then stated that he appeared on
behalf of himself and other large scripholders of the
new stock of this Company to express their views in re-
gard to the proposed amalgamation, bywhich he conceived
theirinterests to be most deeply affected. The two most
important steps in a man's life were the choice of a wife
and of a partner. Of the two, the latter therid
seta ba
modrecri-
deal, because it was more difficult to get
part-
ner than of a bad wife. The first point, therefore, for
them to consider was, what were the liabilities of their
proposed partners, the Edinburgh and Glasgow Rail-
way? He should be very sorry to intrude upon them
any exparte views of his own on this
from theeet,buth most
eweasst
able to bring the most conclusive evidence
unexceptionable quarter. He held in his hand the evi-
dence of the Company's own manager, Mr. Gregson, be-
fore the Select Committee of the House of Commons on
amalgamation, given so lately as the Ist of last month,
from which it appeared that the Company were engaged
in the promotion of seven new lines, and that they were
connected, as guaranteeing a certain dividend upon a
certain capital, with seven other railways, and three ex-
isting canals. In this way, while the. original capital
of the Company was only 1,687,5001., it was involved in
schemes embracing a capital of between seven and eight
millions. This was in itself a very startling fact, and
the meeting ought to consider very deliberately before
they entered into a partnership with a company which
had so suddenly increased its liabilities to this enormous
extent. They were justified in regarding the manage-
ment of the Edinburgh and Glasgow Railway with ex-
treme suspicion, when they found from Mr. Gregson's
evidence that his services had been secured with the view
of redeeming the Company from the insolvent position
into which it had fallen. He was asked by the Chair-
man of the Committee, whether he was employed to
take the charge of those railways " in consequence of
the state in which they were ?" and what was his re-
ply ? " Certainly. The proprietors of these undertak-
ings found that their affairs were in such a
state that it required some person of much experience
in the management both of railways and canals, to
take charge of them with the view to obtain a dividend."
Was this a company with which the Scottish Central
ought to court an alliance ? His friends and himself
thought not. The Scottish Central, from its position,
held the key to the whole North of Scotland, and must
always be one of the best, if not the very best, line in
Scotland. Let it stand alone, and it must yield a better
dividend than the Edinburgh and Glasgow had guaran-
teed ; and, if they did stand aloof, he was satisfied that