The Sun.
London, England, 1870-05-26 00:00:00

EVENING EDITION.

TO THE BONDHOLDERS, DEBENTURE-
HOLDERS, AND CREDITORS of the ATLANTIC and
GREAT WESTERN RAILWAY COMPANY.
The accompanying programme for the reorganisation of the
Atlantic and Great Western Railway Company, having been
already agreed to by a majority of the creditors holding first
charges, is now presented for acceptance to all classes of cre-
ditors.
It is probably known to the creditors generally that suits for
foreclosure and sale have for some twelve months past been
pending in each of the States through which the railway rims,
the result of which must ultimately be a sale of the property for
the satisfaction of the First mortgagees of each section, and the
subsequent creditors will be completely shut out unless some
arrangement be previously come to between them and the holders
of the First mortgages.
The present plan has been prepared with a view to such
arrangement, and is believed to offer to all parties interested
the most substantial justice. While preserving the general in-
tegrity of the prior mortgages and asking for them, in considera-
tion of a prompt and harmonious settlement, such concessions
only as they may reasonably allow, it provides that the prospec-
tive increase in the resources of the Company shall be available
for the benefit of those creditors• behind them. The total ca-
pital of the reorganized Company, as proposed in this scheme, is
deemed to be quite as large in amount as it can safely be made ;
a fact which will be evident upon comparison with the accounts
of other well-organised and conservative American Railways.
Upon the Ist of January of this year there were liabilities yet
unpaid of the late Receivers to a considerable amount. These
must in the first instance be met, and it is assumed that the
entire revenues of the current year will be required to discharge
this indebtedness. The bonds to be issued by the reorgnazed
Company will commence to bear interest from Ist kmuary, 1871,
by which date it is hoped that the reorganization will be com-
pleted.
The payment of interest and Sinking Fund upon the New First
and interest upon the'New Second Mortgages Bonds will require
an annual net revenue of 1,220,000 dols. gold, after which the
earnings of the line will be applicable to the payment, either
partially or in full, •of the interest upon the third Mortgage
Bonds which it is proposed to issue to the Consolidated Bond-
holders in the proportion of 75 dollars for every 100 dollars prin-
cipal sum of their present holdings. It is not anticipated that
the revenues of the line will at present suffice to pay the full rate
of seven per cent. upon these Third Mortgage Bonds, and they
will therefore only draw such interest as may be actually earned
in any one year. This provision is essential to protect the under-
taking from future embarrassments, and was adopted with much
success in the reorganization of the Pittsburg, Fort Wayne, and
Chicago Railway Company, the most successfully reconstructed
railway in America. Mr. Meyer, one of the Committee named in
the present plan, took a very prominent part in the Pittsburg,
Fort Wayne, and Chicago reorganization.
As regards the Share. Capital, which it is proposed to apply in
settlement of various open claims, its value must depend upon
the future increase of traffic, and it cannot be expected that any
dividends thereon will be earned for some time. Inasmuch, how-
ever, as the Bondholders will have voting power, the control and
management of the road will, in the meantime, remain in their
hands, and the creation of this Share Capital will not prejudi-
cially affect their interests. To leave the control of the road in
the hands of those having only a very remote intererest in its
welfare would be manifestly unsafe ; but to leave to these remote
interests a certain prospect of sharing in the future development
of the undertaking is, as a matter of justice, not objectionable,
and as a matter of policy, advisable.
Creditors desiring to participate in the benefits of this re-
organization are requested to send in full particulars of their
claims to
21, Lombard-street, in London,
THE LONDON AND COUNTY BANK,
FREDRIK W. OEWEL,

1 in Amsterdam,

WERTHEIM AND GOMPERTZ,
The United States Trust Company, in New York, ou or before
the 25th June, 1870, in London and Amsterdam, and on or before
the 9th July, 1870, in New York, and the varios usecurities will be
hereafter collected and exchanged at the same places.
The trustees for the reorganization will include in the benefits
of this plan such bondholders and creditors only as shall signify
their assent, and send in their securities to be stamped, by the
date named. Non-assenting creditors can only have their simple
legal claims for dividend out of any fund remaining in Court after
foreclosure and sale. FRED. W. OEWEL,
Agent and Representative of the Dutch Holders
of First Mortgage Bonds.
Amsterdam, 24th May, 1870.

PROTOCOL FOR REORGANIZATION OF THE ATLANTIC
AND GREAT WESTERN RAILWAY COMPANY.

NEW FIRST MO RTGAYABAGE, INTEREST
IN GOLD. AND PRINCIPAL
PAYABLE

It is proposed to issue a New First Mortgage, covering the
whole line of road from Salamanca to Dayton, and including all
the branches and leased lines. The bonds secured by this mort-
gage shall have thirty-two (32) years to run—sinking fund accu-
mulative of one per cent.—bear seven (7) per cent. interest, pay-
able semi-annually, and shall have the power of voting, the same
as ordinary stock in other roads ; that is, one vote for every $lOO
of bonded debt represented. This mortgage shall be for
$10,000,000 Gold, and be distributed as follows, viz.
Ist Divisionals in hands of public .. $5,714,500
Four years over due Coupons .. .. 1,600,060

$7,314,560 7,314,560

Ist DivisionaLs in Debenture Trust .. .. $1,415,900
Four years over due Coupons .. .. 396,452

$1,812,352 1,812,352
Over due Coupons on Ist Divisionals, prior to 16th
..
January, 1867 410,657
Surplus to be applied to new equipment, expenses of _
reorganization, contingencies, &c., &c. 462,431

$10,000,000
NEW SECOND MORTGAGE, INTEREST AND PRINCIPAL
PAYABLE IN GOLD.

It is proposed to issue a New Second Mortgage, covering the
whole line of road from Salamanca to Dayton, and including all
the branches and leased lines. The bonds secured by this mort-
gage shall have fifty (50) years to run, bear seven (7) per cent.
interest, payable semi-annually, and shall have the power of
voting, the same as ordinary stock in other roads ; that is, one
vote for every $lOO of bonded debt represented. This mortgage
shall be for $6,000,000 Gold, and be distributed as follows :-
2d Divisionals in hands of public .. $1,469,400
Four years over due Coupons .. .. 411,432

$1,880,832 1,880,832

2d Divisionals in Debenture Trust 2,438,700
Four years over due Coupons .. .. 682,836
0,121,536 3,121,536
Over due Coupons on Second Divisional, prior to 16th
January, 1867 • • • • • • • • • • • • 328,262
Surplus to be applied to new equipment, expenses of
reorganization, contingencies, &c., &c. 669,370

$6,000,000
NEW THIRD MORTGAGE,
INTEREST AND PRINCIPAL PAYABLE IN GOLD.
It is proposed to issue a New Third Mortgage, covering the
whole line of road from Salamanca to Dayton, and including all
the branches and leased lines. The bonds secured by this mort-
gage shall have fifty years to run—bear interest at such rate, not
exceeding seven per centum per annum, as the net earnings here-
inafter defined of the said Railway, in each calendar year, may
suffice to pay, after satisfying the interest and Sinking Fund on
the First, and interest on the Second Mortgage Bonds of the said
Company, and shall have the power of voting, the same as ordi-
nary stock in other roads ; that is, one vote for every $2OO of
bonded debt represented.
The words " net earnings," as used above, shall be construed
to mean such surplus of the earnings of the said railway as shall
remain after paying all the expenses of operating the said Rail-
way, and carrying on its business, including all taxes and assess-
ments and payments on incumbrances (being prior liens upon
specific portions of the said mortgaged property), of completing,
repairing, or replacing the said Railway, its appurtenances and
equipments, so that the same shall be in high condition, and of
providing such additional equipment as the said Company shall
deem necessary for the business of the said Railway.
This mortgage shall be for $16,500,000 gold, and shall be dis-
tributed as follows, viz.:—
Consolidated bonds in hands
of Public $18,458,000 75 per cent. $13,i43,500

Coupons on ditto, prior to ,
16th January, 1867...... 1,000,000 75 „ 825,000
Buffalo Extension Bonds (in
debenture trust) 1,382,000 par 1,382,000
$16„050,500
Surplus for contingencies and expenses of reorgani-
sation, &c. ..........., ........ ...... • • • • • • • • • • • • 449,500

$16,500

NEW STOCK.
The amount of New Stock to be issued under the reorganizatio]
shall be $12,500,000, which shall be distributed as follows
50 per cent. of nominal amount of Deben-
tures of 1868 ($13,000,000) • • • . $6,500,000
50 per cent, of balance of Debentures,
1864 ($7,000,000) .. • • .. 3,500,000
For other creditors and contingencies .. 2,500,000

$12,500,000 $12,500,000
The Common Stock shall be issued in shares of $lOO each, but
shall have no power of voting for Directors, until the interest,
sinking fund, and all applications of moneys provided for under
the three Mortgages shall have been made.
No other Bonds than those above specified shall be created,
nor shall any debt be contracted exceeding in the aggregate at
any one time five per cent. on the par amount of the capital
stock of said Company, unless the same shall have been previously
authorised by a vote of two-thirds in interest of the stock and
bondholders, at a meeting duly held.
There shall be a sale under foreclosure of three divisions of
road from Salamanca to Dayton, and all the property belonging
to the same, and at such sale the same shall be purchased for the
benefit of the various parties coming into the foregoing arrange-
ment.
The purchasing committee shall consist of four persons, who
shall have general charge of the legal and other proceedings
necessary to carry out the plan of reorganisation, and shall
consist of the following gentlemen, who in case of vacancy shall
have power to appoint their successors :
L. M. MEYER (Director Pittsburg, Fort Wayne, and Chicago
Railway Company).
C. N. JORDAN (Third National Bank).
R. C. BURLAGE (Dutch Consul-General).
H. AMY (of Messrs. H. Amy and Co).
Amsterdam, May 24th, 1870.

FORM OF MEMORANDUM,
Which will be stamped upon the Securities brought in.
This Bond is held upon and subject to the conditions of a Pro-
tocol of reorganisation bearing date the 24th May, 1870, a printed
copy of which Protocol is deposited at the London and County
Bank, Lombard-street, London, and may be seen there on appli-
cation ; and Title to this Bond can only be transferred subject to
those conditions.
FORM OF MEMORANDUM,

To be signed by each Creditor leaving Securities to be stamped.
The undersigned of for good and valuable con-
siderations him thereto moving, does hereby assent and agree in
respect of the several Bonds and Securities specified in the sche-
dule at foot hereof, and in respect of the Coupons belonging to such
Bonds, to the plan of reorganisation set forth in a Protocol of
reorganisation dated the 24th day of May (a printed copy of
which Protocol is deposited at the London and County Bank,
Lombard-street, London), and agrees upon notice by adver-
tisement in the " Times" London newspaper to surrender
the said Bonds and Securities, and to accept in lieu thereof
the new Bonds and Share Certificates respectively specified in
said Protocol as exchangeable therefor. And the said
does hereby authorise Lewis H. Meyer, C. N. Jordan,
Rudolf C. Burlage, and Henry Amy, all of New York City, or
the survivors or survivor of them, and any person or persons
to be named and appointed by the major part of them in the
place of any one or more of them dying, resigning, or becoming
incapable, to act as his agents, and on his behalf to carry into
execution the said plan of reorganization. And the Bonds and
Securities named in the annexed Schedule are herewith delivered
to the London and County Banking Company, to be accordingly
stamped with a Memorandum referring to the said Protocol, in
order that the title to such Bonds and Securities may hereafter
only pass subject to such Agreement.
Dated this day of One thousand eight hundred and
seventy

(Signed)

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MISCELLANEOUS TOPICS.

The Welsh Church.

It is noticeable that all the leading Liberal papers
resist the motion of Mr. Watkin Williams to dis-
establish the Church in Wales on the ground, not that
it is desirable to have such a Church, but that it is
inexpedient to deal with the English and the Welsh
establishments separately. Says the Times, "Eng-
land and Wales are absolutely one ; the Church
is one throughout the island south of the
Tweed, and it is impossible to • legislate
with respect to it in departments. The sub-
ject must be taken as a whole." The Daily
News is more outspoken, and declares that the
Church of England is only in a legal sense the
Church of Wales. It is not the religious home of
the people, and its ministers are not their teachers and
guides. The Telegraph declares that Dissent is the su-
preme power in the Principality, and it has steadily
gathered strength down to our time ; until, by Mr.
Gladstone, its adherents are computed to be now four
times as many as those of the Church—by Mr.
Williams to be six times—and by other students of
the subject to be eight or nine times. It would bo
futile to conceal the gravity of this fact; but still the
subject cannot be dealt with piecemeal. If the
Church in Wales be disestablished there is no reason
why the Church in Cornwall should not follow.