The Sun.
London, England, 1848-11-28 00:00:00

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RAIL WAY INTELLIGENCE.. , THE AMALGAMATION OF THE t
GREAT RAILWAY COMPANIBS,..." S jiAv
We have been requested by the North-Western
Company to publish the following circular :
TO THE SHAREHOLDERS OF THE LONDON AND NORTH-
WESTERN RAILWAY.
Referring to the notice of an intended special general
meeting of proprietors on the 13th December, I am in•
structed to forward tckirou the following copies of reso-
lutions and correspondence, from which you will per-
ceive that in consequence of the refusal of the Great
Western and South-Western Companies to submit either
to the decision of a Committee of the House of Commons
on the Bill, or to reference, the question of representa-
tion at the proposed amalgamated board, the holding of
that meeting is considered unnecessary.
'These documents will also inform you of the nature
of the Bill intended to have been submitted to the pro-
prietors on tt, at occasion, and of the objet's which the
parties negotiating had in view. It was contemplated
that the Act should be permissive only, and that when
passed a meeting should be called to consider the steps
proper to be taken under it. An investigation would
then have been instituted for the purpose of ascertaining
the actual relative value of the three undertakings
after which, the proprietors would again have been
called together to consider the terms proposed, which
would have required the sanction of not less than three-
fifths of the proprie tors, and without which sanction,
the Act, even when passed, would not come into operation.
The resolutions referred to having been submitted to
this board, were approved, with the exc ption of the fol-
-I,,wing:—" That in any united board to be created under
the Act, each of the companies shall in the first instance
be equally represented in number, and such first joint
board shall continue in office for a fixed term of five
years from the passing of the Act, and thst due provi-
sion shall be made in the Act for the local administra-
tion of the several railways;" in which is involved the
principle of nominal equality of representation for a pe-
riod of five years, irrespective of the much larger capi-
tal of this company, as compared with the capital of the
other companies, as the case might be—a principle
which our deputation had from fhe earliest stage, and
throughout, objected to, and which they finally re-
served for the special consideration and decision of their
board.
The resolution (marked C), and letter of the 11th inst.
(D), will explain the grounds cn which the board fele 't
their duty to withhold their approval of rest:duties-f. 1
eling itipte that their constituents would never eolitt-y-• •
that for period of five years their much larger capital'
and revenue should have an amount of representation, •
equal only to that sought for the capital and revenue of
the other companiea respectively. As, for instance, the
Great Western Company, the larger of the two, having
a capital paid up of only 7,000,0004, and with an annual
revenue of 822,0001., as compared with fhe paitLtip ca-
pital of the London and North-Western Coo pang,
amounting to 14,000,000/., with an annual revenue of
2,195,0004 But with as anxious desire that the nego-
tiations should not be broken off upon a point which it
was hoped might be adjusted hereafter, it was proposed
that the question should be left either to the decision of
the Committee on the Bill, or to reference.
This proposal, so reasonable in itself (the principle in-
volved bring in strict accordance with the pmeedeat af-
forded by the London and North-Western Irmalgama-
don Act, quoted by the Great Western Company), has
been rejected; and on grounds the force of which this
board, after the most careful consideration, are unable to
recognise. Under these circumstances, the directors are
not prepared to recommend their shareholders to proceed
with the proposed Bill. It becomes my duty, therefore,
to inform you, that there is no longer any necessity to re-
quest your attendance, either personally or by proxy, or3/4
the 13th of December. By order,
CHARLES E. STEwART, Secretary. •
Office, Euston-station, Nov. 27.
[Here follow the resolutions considered at several con-
ferences held in London in the months of September,
October, and November, 1848, between deputatiats of
the London and North-Western, the Great Western, and
the London and South-Western Companies. Also the
declaration (A) of the Great Western Company referred
to in resolution 5, with the reply (B) of the London and
South Western Company to the preceding declaration,
likewise referred to in the same resolution, and which
appeared in our paper of yesterday.]
(C.)
Extract foom the Minutes of the London and North-
Western Board, Nov. 11.
" The chairman explained the position, up to the pre-
sent time, of the negotiations with the Great Western
and South-Western Companies.
" The chairman having laid before the board the reso-
lutions as finally adopted by the deputations of the
London and North-Western, Great Western, and South-
Western Companies, subject to the approval of the re-
spective boards, stating that resolution No. 8 had been
specially reserved—
" Resolved—That the same be approved, except as to
the resolution No. 8, which involves the principle of an
equal number of directors from each company at the
first amalgamated board—a principle which the London
and North- Western deputation had throughout ex-
pressly declined to recognise.
" That having regard to the much larger paid-up
capital of the London and North-Western Company, as
compared with the capital paid-up of the other com-
panies, and the amount required to complete their en-
gagements respectively, this board cannot admit the
principle involved in resolution -8, and which is not in
accordance with the practice adopted in similar cases,
nor reasonable in itself ; but the board is willing to
allow the number of directors to be settled by the Com-
mittee on the Bill, or by reference after the passing of
the Act, subject to the approbation of the proprietors."
(True Extract.)
CHARLES E. STEWART, Secretary.
(D.)
London and North-Western Railway.
Office, Euston Station, Nov. 11.
My dear Sir,—The London and North-Western board
having to-day had under their consideration the resolu-
tions adopted (subject to approval) at the late confe-
rences, have agreed to them with one exception, for
which Mr. Glyn's reservation from the outset will of
course have prepared you, and also the South-Western
(Great Western) deputation, to whom I this day trans-
mit a duplicate of this communication.

For a variety of reasons, upon which I need lot now
dwell, since they have. been fully and repeatedly from
the first explained by our deputation, the board are not
at all prepared to agree—and they feel sure that their
constituents will not agree—that their much larger ca-
pital shall be represented at any first united board by
only the same number of directors as the capital of the
other company or respective companies, as the case
may be.
But, as the board are averse to a termination of the
negotiations, conducted up to this point in so satisfactory
a manner, if by any reasonable concession on their part
such a result can be avoided, I am instructed to propose
that the question of the relative number of directors be
either left to arbitration (like other questiens which may
arise under the resolutions, considered as adopted), or to
the Committee of the House of Commons to whom the
Bill may be referred.
The suggestion of the Great Western board that the
resolutions themselves should be published—a suggestion
against which my board no longer seek to press any ob-
jections—renders it impossible to leave the question of
the relative numbers of directors undecided, since the
proprietors will, doubtless, expect distinct information
upon so important a point.
I return home on Tuesday morning, but shall be
happy to attend there to any communication you may
have to make to me in reply to tbis letter,
And remain, my dear Sir, yours truly,
J. Swim

Mr. C. A. Saunders.
Duplicate forwarded to the South-Western Company,
addre,sed, Mr. F. T. 13irchbm.
(E.)
Great Western Railway Station,
Paddington, Nov. 17.

My dear Sir,—The directors of this company basing,
at a meeting on the 2d inst., approved all the resolutions
of the conference, are touch concerned to find by your
subsequent letter (den d the 11th inst.) that the Loudon
and North .Western board withhold their formal colifir-
motion of them upon an objection to the eighth resolu-
tion, which was previously stated on their part, and fully
discussed at the meetings of the conference—a qaestion
uctirotialre, when served
ye by their
knew,
from deputation,the (i i r
directors
tobrust
of notth insistedother
two companies, that the effect of it must have been to
break off the arrangement.
desired,l
coyour letter, to state that this
board
d, upon a careful re-consideration of
am
tools
reply
the matter, to adhere to the opinion, expressed through-
,ut the ni gotiation —that the other companies would
not be justified in conceding to the London and North-
Western direction a majority of votes in the first united
board. It would practical y be the means of d priving
the companies of the power to secure the fair and ho-
nourable performance of their duties and eegagments,
converting what was intended to be a union or at-belga-
malion into a mere sale and transfer of other underta-
kings to the London and North-West( rn board, who
could exercise the power of exclusive control by virtue
of the majority of their representatives.
It has always appeared to the directors of this com-
pany that the parties whose interests, pecuniary and
local, may be affected, whether as associated companies
or as individuals, would reasonably require that the
future arrangements should provide adequately the
means of justice being impartially done to all engage-
ments; that the power of fulfilling them should be pre-
served in the hands of those who made them, and not
precipitately transferred to others who have always hi-
therto represented conflicting interests. It cannot be
supposed that the public mind would be brought
at once to confide in the due performance of
every obligation of a company if handed over to be
dealt with by the preponderating influence of another
long known to have been acting in hostility to it; such
would be the inevitable effect, as it seems, of conceding
a decided majority of votes to the representatives of either
board. It is calculated to engender distrust, and to
strengthen apprehensions as to the ccusequences of any
amalgamation, which it must be the interest of all to
prevent, and which time alone, with an honourable ob-
servance of all engagements and liabilities in the inter-
val, and the impartial observance of duties, can success-
fully obviate.
The period of five years was assumed from the London
and North-Western Amalgamation Act to be sufficient
to establish confidence as to the equitable proceedings of
the united board in the minds of the public, by which
time conflicting opinions or hostile views and feelings
might be fairly supposed to have subsided. The various
interests, as well as the property itself, will have becomo
sufficiently blended to admit of one general system of
election—not as representatives of each company, but as
a governing body of the united company—by votes given
in proportion to existing capital.
Upon these and other grounds, the directors must da-
-1 cline to be parties to any plan of amalgamation whiels