The Sun.
London, England, 1846-01-29 00:00:00

THE SI7N,

SOUTHAMPTON, MANCHESTER,
AND OXFORD JUNCTION RAILWAY COM-
PANY.
A public meeting of the sharehelders in this Company
was held on Tuesday, at the Hall of Commerce, Threadneedle
street, which was convened by the solicitor, Mr. Par.
sons, in compliance with the wishes of a large number
of the shareholders, to take into consideration the agree-
ments entered into by the Managing Committee with the
Oxford, Southampton, Gosport, and Portsmouth, and the
Oxford, Newbury, Andover, Manchester, and Southampton
Companies respectively, as well as the general state of the
affairs of the Company, and to consider the steps necessary
to be taken with reference to the same.
After a delay of about half an hour,
Mr. PARSONS said, that Mr. Wilkinson, who was to have
presided, was about fifty yards distant, and had been sent
for, but as he had not appeared he would call on Mr.
Muntz to take the chair.

had not stated one-half of the evil which must
yet come before the public.—(Hear, hear.) Mr. Muntz,
said he was ashamed to be connected with the committee.
[Mr. Muntz said he meant the acting parties, the engineers.
and such like.] But surely such men were most detrimental
to the Company, and he (Mr. Muntz) ought, when he
knew what he had stated, to have displaced them by men in
whom the committee could confide. [Mr. Muntz—l was at
home unwell.] According to Mr. Muntz's statement, the
committee was under the control of Mr. Parsons, who had
been the cause of but one-half of the shares being allotted,
and much money had thereby been lost to the Company.
But Mr. Muntz ought when he saw that to have called a
meeting of the shareholders. Yet, instead of that, what
does the committee and the Hon. Gentleman do? They go
and negotiate an amalgamation with another company, and
call upon shareholders to come up and sign the deed under
this new agreement, of which the shareholders know nothing,
and have no means of knowing what they are rendering
themselves liable to when they sign the deeds. It was the
most extraordinary thing that had occurred in the railway
world : the committee surely did not expect to find such
another company of shareholders, upon whose stupidity
they could hope to work as they had intended to do
on
whethertheirs.
it
hs'eshtaatdemneontm, heaendsidofn
judging,
and and Mr. Muntz had given them but little help. Mr. Muntz
wasAs cfoorrretftr.orPanrsots;n
had said nothing of the arrangements entered into, whether
it would be advantageous or not ; he had not mentioned it.
Mr. PAYNE, of Birmingham, said that the number of
shares allotted was 400,000. He had himself moved
in the committee that 600,000 should be
allotted, and the reason that it had not been
900,000 shares was that Mr. Parsons objected to it, for he
had in view amalgamation with Mr. Bethell's, company, which
Company had allotted only 600,000 shares, so that by this
number being allotted on their part also, both Companies
would be on a par. The 600,000 shares had not been al-
lotted, because Mr. Parsons had kept back 1,000 of them, and
several other persons had reserved allotments for themselves.
Mr. PARSONS begged to say, that when he went down to
Birmingham with the prospectus, he had not concealed
that there were competing lines. He called on Mr. Spooner,
and told him of the other two lines, and if he did not tell
Mr. Muntz of them he had no intention to keep him igno-
rant of the fact ; but whether he had told him of them or
no, he must have heard of them. [Mr. Muntz—No.]
When he asked Mr. Muntz to become a director he had said
he could not give much time to it, but when he came up
to London he would give as much attention to the business
of the Company as he could. And he (Mr. Parsons) put
it to Mr. Muntz whether he did not receive a letter from him
asking him to become chairman of the committee. When the
shares were about to be submitted to the public, there was a re-
solution passed in the committee, but not recorded on the mi-
nutes of the committee, reserving the right to every member
of the Provisional Committee of purchasing 150 shares, and
to every member of the Managing Committee the right of
purchasing 500 shares. Besides these, 17,000 shares
had been reserved for another purpose, so that these
taken into account, make it evident how the allotment was
made for but 400,000 shares. Mr. Parsons then particularised
the persons appointed by the committee to till official
situations, and denied having ever had anything to do with
their appointment, or with filling any of the offices connected
with the Company. As for the arrangement with Mr.
Bethel], he (Mr. Parsons) had, himself, been the first to move
in it. He called on Mr. Bethel!, and having stated his ob-
ject, Mr. Bethell requested him to put his statement
into writing. He proposed to Mr. Bethell that 600,000 shares
of the amalgamated Company should be allotted to the
shareholders of the Southampton, Manchester, and Oxford
Company, and that they should exchange their scrip for that
from Mr. Bethell. That gentleman was limited as to time for
reply, and did not reply within that time. That he (Mr.
Parsons) advised the Committee to allot the rest of the shares,
and proceed without waiting longer, as Mr. Bethell seemed to
be only amusing them, but they did not allot them. Al-
though hundreds of shares were applied, under good and
bond fide names, no shares were given to some, and others
had got twenty and fifty ; and now they turned round on
him (Mr. Parsons), and would make him the scape -grace for
their own faults.
Mr. SPOONER M.,P., admitted that there had
been such a resolution moved as Mr. Parsons
had alluded to, at least he believed so, for he bad not been
present. A circular, too, he believed was sent round, inti-
mating the substance of that resolution. He had himself
received one, but had personally intimated at the Committee-
room that he would not purchase more shares than he had
already taken. When Mr. Parsons called upon them to
allot the rest of the shares, they were at that time at a dis-
count in the market. Mr. Parsons advised them to allot
more shares at such a time, and did he dare now to turn
round and blame them for not doing so ? Nor were
they now placed in a worse predicament by the amalgama-
tion with Mr. Bethell, for if their Bill were thrown out by
Parliament, they themselves were unaffected by it. the
amalgamation of course became a nullity, and they returned
to their former position. He said he would have been happy
to have called a meeting of the shareholders to consider
their affairs. He had often talked of it, and urged even a
dissolution upon his Honourable Friend Mr. Muntz and
Major Morse Cooper, but they said, no. They said they
cared less for the loss they:might sustain ; they had allied
themselves to the scheme; they were not altogether without
good prospects, as a matter of duty, therefore, to the rest of
the shareholders, and in hope of ultimate success, route qui
route, they would stand by it.
Colonel JoistisTorrE said that a meeting now to consider
the affairs of the Company, after a circular had been sent
round asking them to sign the deeds of amalgamation,
was like putting the cart before the horse.
Mr. HEELE, the present solicitor of the company, was
called upon to state the terms of the amalgamation. He
said they were these—that there should he fifteen directors
in all, that there should be three chosen from the South-
ampton, Manchester, and Oxford Company; six from the
Oxford, Newbury, Andover, Manchester and Southampton
Company; and six, half and half. The shareholders in the
new company were to be as many as were in the South-
ampton, Manchester and Oxford Company. And that upon
going to Parliament, should they be unsuccessful, then that
the Southampton, Manchester, and Oxford Company should
amalgamate with the other Company.
A PROPRIETOR asked whether the Committee knew what
was the capital of the other Company?—(Near, hear.)
Mr. SPOONER—No.—(OI), Oh.) He begged to say that
a capital equal to their own was to be subscribed by that
Company.
After much debate and wrangling, Mr. Heele was called
on to say what would be the effect if the original share-
holders refused to sign the deeds of amalgamation—how
their shares would be affected? After consulting some
time with Mr. Muntz and Mr. Spooner, he said he was
unable then to give an opinion, but he thought it would be
better for them to sign the deeds, and he would therefore
ad vise them to comply.— (Laughter.)
Much more discussion followed between individual share-
holders in the body of the meeting as to calling a meeting
of the shareholders; whether Mr. Muntz ought not to do it
after seeing the animus of that meeting. But Mr. Muntz
refused to interfere, and advised them to send in a requisi-
, don to the committee.

Mr. MuNTz, M.P., said he must decline presiding, be-
cause be did not recognise the right of those who had called
the meeting to take that course. The shareholders were
ready to render any explanation that might be required, but
it should be to a meeting convened by persons entitled
to do so. He was unfortunately the chairman of
the Company, but it was with the express condition that he
was not to take any part in the proceedings.
Same other gentlemen having been called on, and having
refused to preside, the chair was at length taken by Mr.
Graham.

The CHAIR3IAN said he would call on Mr. Parsons to state
the circumstances under which the meeting was called.
Mr. PARSONS, having read the notice convening the meet-
ing, said, that it became a duty imposed on him, or, rather,
which he had taken on himself, to state the circumstances that
led to this meeting being called. It was well known to
them that it was he who had originated that line (the
Southampton, Manchester, and Oxford Junction), and that
to distinguish it from another line it was called Parsons' line.
As the projector, he conceived he would not be doing his
duty to himself if he did not respond to the call of
those who had relied on him in that matter, and who
had been induced by his representations to take shares in
the Company, and whose desire it was that that
meeting should take place.—(Hear.) He also held
between 400 and 500 shares. Before proceeding further he
must observe, that the line, asprojected by him, had its
commencement at the South-Western Railway, and ter-
minated in two points at the Great Western. It did
not depend upon any other lines than those which were es-
tablished, and it was intended by that arrangement to obtain
and consolidate all the other advantages arising from the
north to Southampton. Now that was the line
he had projected, and it was a rational scheme,
but at the time that he was relieved from
professional care of the project, an advertisement appeared
which contained a statement on the part of the Provisional
Committee which to him wasquite suicidal. The line projected
was in itself a good scheme It proposed to have branches
to Swindon. But what was his surprise to see that by an
agreement between both Companies, the main trunk and
branches were given up, the only branch reserved being that
to Swindon. It did not propose to have an amalgamation of
the two Companies. There was no reciprocity of advantages
at all, and the entire benefit resulted to Mr. Bethell, even if
the Act were obtained. But it was absurd to suppose that
an Act could be obtained for such a line. Therefore their
Company,would have no interest in Mr. Bethell's Company.
On the contrary they, if it were carried out, would be left
te fight single-handed against the Great Western and
toe Southampton Railway, and the Committee took upon
themselves to alter that line, so that it was perfectly absurd
to bring it forward as a distinct branch, because the line then
laid down was within two miles of the Great Western, near
Huneerford. They would, therefore, for that distance, be a
competing line with the Great Western. It must, therefore,
be obvious to them that to go to Parliament for a Ilne running
two miles parallel with the Great Western would be - absurd.
Supposing the line was made from Swindon to Hungerford, it
would then fall into Mr. Bethell's line—would it not be ridi•
euessus to think of bringing such a scheme before the House?
lee had been called on by parties for an explanation of what
ail that meant, but he could only repeat what he had read in
the newspapers. However, being acquainted with the localities,
he ,aw that the proposed scheme was an absurdity. Besides
t n era was no mutuality of benefitabetween the two companies.
Fr.,m he numerous inquiries that were made of him by
~.,veral great shareholders, he was urged to make some re-
mo.istrance witti the p irtie4 before the line was persisted in.
.!' evious to doing so, however, he was determined to take the
a .I..ice of course', and laid a case as to whether a Company,
having abandoned the original line, could retain the deposits.
The answer of Mr. Kindersley and Mr. Hetherington was,
that they could b?. compelled to return the deposits, in con-
sequence of the line being altogether changed. Shortly after
an advertisement appeared in the paper, to the effect
that,tfiet an arrangement had been made with Mr. Beteell
and. the Managieg Committee, ani it was declared that there
was an amalgamation of the companies. There was some
mystery which could not be discovered in the face of the
advertisement. It was evident that Mr. Bethell's line pro •
posed to go to 3linchester and Andover. If that were a
bond fide agreeme.)t, it was impossible the Company could
preserve their line to Swindon; therefore the whole project
was abandoned, and the Directors had no right to retain the
in ney. The line, which was to have terminated in two
points at the Great Western, would have secured the assist-
ance of that Company, but they had now incurred the re-
sentment of two powerful companies, and there
would be great danger in going to Parliament.
Here they were called on to sanction a line which deprived
them of the communication with Portsmouth and Gosport,
which would have procured for them the patronage of Go-
vernment, from the facilities it would afford of conveying
troops there. How could any men of business sanction such
an arrangement. But this had been done without even con-
suiting the wishes of the shareholders on the question. He
could not place much confidence in men who had betrayed so
much infirmity. In the first instance only half the shares
were allotted, so that instead of raising 900,0004 which they
could have easily done, they only raised 400,000/.,
and with so small a capital it was impossible
they could go before Parliament. Moreover, there
were applications for nine or ten times more shares
than could be alloted by the committee. Now, under the
circumstances, how was it, he would ask, that they had been
induced to give up that line? Why, the project was so ab-
surd that it could not be submitted to Parliament, and it
had been intimated to him that they could not show a traffic
on the line. And it was proposed now to hand over their
money, nolens miens, to carry out those views on which the
Directors were determined to act, without even consulting
the shareholders, and they persisted in going before Parlia-
ment with a line quite different from that for which they
had paid their money. The shareholders were now called on
by the advertisement to sign the deed, or forfeit
their deposits. It had been said that the lines with which
they 'tad amalgamated had only sufficient to pay their own
expenses, and therefore they would incur the responsibilities
of two lines. Instead, therefore, of bettering their condition
they were getting worse and worse. He conceived now that
the shareholders had a right to demand some explanation
from the Directors, who ought to state the position in which
they were placed and give them up their deposits, which
they refused to do.—(No, no.)
A LADY (a shareholder) said that she bad called at the
office in Throgmorton-street, and stated that she would
much rather get back her deposits than sign the deed, but
this was refused.
The Cuanteiaer said this was a corroboration of what he
GENERAL PASLEY and the GAUGE
lied stated.
A SHAREHOLDER asked why Mr. Parsons had not called a QUESTION.
meeting at the time when the first advertisement appeared? TO THE EDITOR OF THE TIMES.
Mr. PARSONS said he was consulting counsel on the Sir,—l had laid down a rule not to reply to any of
affairs of the Company, and of course it occupied him some the articles in which my opinions or reports are at-
tacked, either in the daily or weekly papers, or in those
at-
time in drawing up a case; besides that, he had the engage-
. specially devoted to the subject of railways; nor to enter
ments of his business on hand.
into
.any discussion with persons who propose new in-
Mr. Mucus, M.P., rose in the body of the meeting, and
; I after what had fallen from Mr. Parsons, he felt called
ventione to prevent railway accidents, all of whom
in-
said, , .
on to animadvert on some of the statements which had fallen
from that gentleman. For himself, he said, he had never deem their own projects infallible, and some of whom
been a speculator in railways, and was not one, except to the are unreasonable enough to be offended by my returning
extent to which he had been involved by his connexion a mere acknowledgment of the receipt of their commu-
with that Company, and he begged to seate how that con- nications. To enter into a controversy with the former,
flexion came to be formed. When Mr. Parsons had brought or into a correspondence with the latter of the parties
out his line, he wrote to him (Mr. Muntz), speaking alluded to, would waste the whole of my time in inter-
of the good prospects of the scheme, and its advantages, terminable altercation, leading to no useful result. Con-
and asking him to take shares in it. In reply, he wished to sequently, when I have been charged with an equal
see what names Mr. Parsons had got on the committee; Mr.
want of practical knowledge and of science ; when I
Parsons went down to Birmingham and called on him with i
the information, representing the scheme so fairly that he was accused of astounding ignorence, because I reported
consented toion,
take shares, but observing at the time against the use of improper switches, viz., shifting rails
that there must be a greater number of working men on the and cross-rails, to connect with a passenger railway,
committee, for he could not promise to work himself. Some which had caused the death of two men; when I had
time after Mr. Parsons wrote to him to say that the prospec- been described as an infirm, superannuated person, in-
tus from one cause or another had not then been published, capable of supporting the fatigues necessary for the
and asked him to allow himself to be put down as chairman. efficient execution of my public duties ' • when I have
Subsequent to that he had become unwell, so as to be unable been reproached with neglect, because I did not examine
to be present at any meetings of the committee, at first the levels of every rail and of every chair, before I
allowed a line to be opened, or when, after I had re-
when he was able to attend, he found, he was sorry to Tiy,
ported a new railway to be in a safe state, accidents oe-
all the acting persons who had been appoint dby r.
erred afterwards, through carelessness, or even when
Ilarsons, with one or two exceptions, the mostleuiniefithpaderesovners
for their duty, the most fraudulent set of peop
met with. He had no interest apart from the interest corn- s ipsoecurred afterwards, caused by continued rains and
'neon to the shareholders; he considered he had lost from foe; inundations, to which persons who understand anything
or five hundred pounds by the scheme into which he had of railways know that the best are liable for years after
been led by dishonesty—for he had to state to them the way they are opened; when my inspections have been alleged
in which he had been lugged into it. He said to Mr. Parsons, to be a useless form, and nothing more than a party of
when he was down at Birmingham, "Is there any railway in pleasure in a first-class carria2e, ending in an entertain-
competition with your line?" "Oh, no, decidedly not," ment provided by the Directors, whose invitations on
was Mr. Parsons' reply; but the first thing he had the contrary I have always declined, when I could do so
met with after that was a notice of Mr. Remington's
without a want of courtesy—l have passed over such
line. He would, however, notice some of the points of Mr. .
misrepresentations with silent contempt, sensible that
parsons' statement. He (Mr. Parsons) said they were poor, —, ,aisnoora ,
and
absurdity
and perhaps they were poor, but how did their poverty
the r of the whole of them is well
arise? Why, one-half the shares only had been sold by Mr, known to the Directors of the Railway Companies
Parson's own recommendation.—( Hear, hear.) Ought he not whose lines I have inspected, as well as to their officers
to have stated then that he had advised that measure? And and the persons in their employment, from all of whom,
ought he, after that, to come and make a statement about a in my official intercourse) with them, I have inns,-
poverty which, if it has existence, derived that existence riably experienced, not merely civility, but respect and
from himself? Mr. Parsons had blamed them for giving cordiality.
tip the original line, but they had done so because Mr. -
In respect to the statements made by me when sum-
Bethell'e Company, with which they were on terms, had
mooed to attend coroners'
inquests, held in consequence
their line already, and they bad retained as much as the
Why, it of fatal railwa y accidents, the case is different. I have
money they had on hand warranted them to do..
was asked, had they given up the arrangements negotiated always had a great reluctance to appear On such occa-
with Mr. Bethel? Mr. Parsons should have known that; lions, for not having been myself present at any of them,
if he did not, he (Mr. Muntz) could tell him affairs had I could not, of course, say any thing from personal know-
turned up with that Company which were beyond ledge as to the facts. Only in the trial at the York As-
his (Mr. Muntz's) control, and the control of the committee, sizes, on the 15th of last month, of Thomas Wheatley,
which warranted their breaking off as they did. If thegentle-
the engine
man would wish to know further he might go and inquire naan, who ran with a pilot engine into the rear
of a train which he was sent to assist, which he did on an
of Mr. Bethell what these affairs were. They had given up ascending gradient with such violence as to cause the death
part of the line because there was a parallel and a better of y. i 3
r. oteler and another gentleman, I certified, from
line. As for the waste of money with which they had been
personal knowledge, that the breaks of the tender at-
charged' Mr. Parsons might call together a meeting of all
the shareholders, and the lashed to that engine, which were asserted by the stoker
committee would render ups
faithful account of all theeirtrausactions. For himself he to have been unserviceable, in palliation of the pri-
wished nothing more
earnestly, unless :it be one thing, and goner's conduct, were, on the contrary, perfectly ser-
that was that he had
Company, for he had been
apythfng to do with the viceab:e, they being the first and only pattern that had
his will and most deceitfully, lugged Into it against been used on railways for many years, and being still
Yi•aeetiMea. Parsons' connexion
aivssoerltver far reams
with the committee hadin very general use, though mote powerful ones have
which he could himself have
mr. p When he recently been adopted in making new tenders. Here
(31r. 3funtz) came up he found there could be no misrepessentation or mistake, and my
excising control over the ecommittee and all business,iatrssosex. opinion was not asked for, though if it had been I should
They were obliged to getth rid of ie -im on account of his o not, of course. have withheld it, it having been previously
du,...t, for it was such as leycould not put up with. lie
ltionneciensswithyichlkhier.f.par,,.
was submitted to Lord Dalhousie, the President of the Board
committee on of 'Trade, as willappear when the reports of the Rail-
such at parting with gentleme_ri of the.
eons had to thank
evil' a ground, buth,it
s was
f fo ra t Ilea Ipnofsui
lin
'Con which the committee werenue%
between hew would way Department of Government shall be published, In
respect to the report of my proceedings on the
himself and for the posi i
the Easterne CWounentide°sn
Bth of August last, when I visited the
hispart, as he had said already,
spot we
occupying .
most willing to give For
a statement to the shareholders, ..ero a fatal accident had taken place,
be hadad done,sa
1 dßaanildwayCheasetderfowrhdensataftteiornwsardosf
shareholder,that theyrose
when convened for that purpoeeofall
Mr. WILKINsoN, a largegiving evidence at the ,
t d b cha'r
ien ma e y any i -Coroner's inquest held in copse-
he had 'Sever heard a statement
though he had At- quence of it at Littlebur o the
). in of a railway company, Where my opinion was pointedly
ntne
di lsth of the same month
all wa re, such as
tended many meetings on r
3'' bo had 17ust far different, that the news y asked, the case was so
Gentleman vi paper reports, which included
1. d been made by the honourable
said he rid not only my evidence but my private
eat down. That Honourable Gentleman had
been of sation, bein not entir l though
lugged in, deluded, seduced ; but, he would ask any
tog _ ey,
not very nearly, 4cptt-
th,,se in that room whether the Member for Birmingham rate, ledattacks upon me not only for what I said,
Was one likely to be seduced and hoodwinked? (The gen- but also for what I did
riot say. Still it did not appear'
tleman here alluded to the statement made by Mr. Muntz, as worth while for me to take any notice of those articles.
to the manner he had been led to connect himself with the In the case, however, of my evidence on the late coro-
committee, remarking however on what the Chairman of ner's inquest at Thetford, on the I3th instant, it hiss '
the meeting said were i
misquotations.). He then then in 'ours and in
that his ground of said so inaccurately reported ;1, the other
comlaint was against gentlemen who al- been of the day following—not only opinions,
lowed themselves to bop p ;
order to gain subscri fiut upon commit pf railways, in morni g 'n papers
having been Unsstated—that I ore it to
in :the newspapers. p_ ens by the authority of their name but even facts
to correct the errors into whiub on
rere alleged; the ... On that occasion when difficulties
A..cnourable ci, ' my own character .
t is not fair to assume that a
atieraan, be considered, reporters have fallen, 0 1 --
...

The result was, that the meeting separated informally,
and we left several signing a requisition got up on the occa-
sion, praying the committee to call a meeting forthwith of
the shareholders to take the affairs of the Company into
consideration.