The Sun.
London, England, 1851-08-28 00:00:00

once.")
Major COURT held that it was time enough to
produce proxies when a poll was demanded.
Mr. LAWRENCE thought a statement of the number
of proxies would greatly shorten the proceedings, as,
if there were sufficient to carry the proposition of the
directors, it would be needless to remain to debate the
matter.
Mr. SMITH said a good many proxies had been can-
celled, and be believed there were not enough to upset
what was likely to be the sense of the meeting.
Some rather angry discussion followed, and subse-
quently
Mr. SMITH stated that the number of shares repre-
sented by proxy on the 15'h of July amounted to
5,055, comprehending 1,424 votes; but a good many
of these had since keen cancelled, the votes on 255
shares having been withdrawn.
A SHAREHOLDER said two gentlemen had been
down in the country soliciting proprietors to come up
and vote for the agreement, promising at the same
time to pay their expenses.—(Elear, bear, and Shame.)
The CHAIRMAN said the directors had asked for no
proxies, and they were quite ignorant of the practices
to which the Hon. Prop-ietor had just referred.
A letter from Mr. J. Walker, chairman of the
comtnittee of shareholders, necessarily absent, was
here read, in which the writer stated that the terms
ut the Great Western Company appeared like those of
a conqueror to a conquered enemy, who should be
contented with small mercies—that he agreed
with the substance of the report presented by the
committee, and that his view of the policy they ought
to pursue was to fulfil all the obligations imposed on
them by law, and to make their line suitable for the
narrow gauge, which was likely to be the more im-
portant of the two, his belief being that the line had
within it the elements of a great trade, whether car-
ried on in connexion with other undertakings or un-
der the superintendence of a committee possessed of
the confidence of the shareholders.
A printed document, entitled " Remarks of the'
Directors on the Report of the Committee of
Shsreholders," was then read, having reference
chiefly to details that would not interest the general
reader.
Mr. LAWRANCO then addressed the meeting in
support of the committee of shareholders. After
referring to the various aspects which he said the
question had assumed in different reports of the direc-
tors, till at length they were told that no alternative
was left but that of accepting the agreement which
the Great Western Company offered, the Honourable
Proprietor said he would offer a few remarks on the
comparative advantages of the scheme now proposed
and a well considered connexion with the London
and North Western Company. The directors based
the whole of their argument on the assumption that
the arrangement proposed with the Great Western
was equally beneficial with that which could be made
with the London and North-Western. Th:s was a
gross error, for the arrangement with the Great Wes-
tern was neither more nor less than a practical
surrender of their property for ever to that company.
After Lord Cranworth's decision, the whole question
had been fully and deliberately considered, and the
committee were satisfied that they were in a condi-
tion to make an arrangement with the London and
North-Western or any other company, not on the
tooting of a lease, for that it appeared they could not
meke, but a traffic arrangement, by which both par-
ties would be benefited without giving up the pro.
perty of the Oxford and Wolverhampton line for
ever.—(Hear, hear.) They were in a condition to
make an arrangement by which liberty would be
given to any other company to pass their traffic over
the narrow gunge of their line, leaving all the rights
of the Great Western intact, and at the same time
enabling ,them to make such terms as they pleased
with regard to the broad guage part of their line.—
(Hear, bear.) The simple effect of the proposed
agreement with the Great Western would be that
they would become mere hewers of wood and drawers
of water to that powerful company. It was not a
lease that was proposed, for that included the idea of
rent; is was not a sale, for that supposed some
consideration in return ; it was simply a transfer, a
suicidal transfer of their whole property to the
Great Western Company. In the epitome of
the agreement it was stated that in return
for this surrender the Great Western agreed
to pay 35,0001. per annum to liquidate their
debenture interest ; but in the agreement itself it
was only said that after the Oxford and Wolver-
hampton Company had formed 94 miles of railway
there described this sum of 35,0001. per annum would
be paid. Could anything be more discrepant than
this ? The meeting would observe that there were
three payments proposed to be made by the Great
Western. The first he hal just adverted to, viz ,
35,0001. to pay the debenture interest ; the second
charge was 47,600/,, towards the preferential share-
holders; the third was 60,0001., for working expenses.
Now, to test the Great Western Company, the com-
mittee made a request that they would consent to an
additional charge of 3 per cent. to be paid to the old
proprietors.—(Hear, hear.) They did not ask them
positively to grant 3 per cent. to the old proprietors,
but simply to abstain from taking back the working
expenses till the old proprietors should have received
the miserable pay of 3 per cent. This offer, however,
they contumeliously rejected, though the profits
which must have flowed to them after paying these
sums could not but pay them most amply.—(Hear.)
This confirmed the committee in the opinion that
the object of the Great Western in seeking this
lease was not to work the traffic, but to Burk
the line.—(Cheers.) Having had their terms re-
jected by the Great Western, how were they received
by the narrow gauge interest ? He was not in a con-
dition to state terms, because they could not enter
into any engagement, and therefore he could only lay
before the meeting the outlines of an arrangement
which he believed they would be able to conclude. In
the first place, then, reserving all the Parliamentary
rights of the Great Western Company, reserving to
themselves the right of making the line from Tipton to
Wolverhampton, the narrow gauge interest were will-
ing, for the mere passage across the narrow gauge
portion of the line, to allow such a sum out of the
gross traffic as would pay the whole interest on their
debenture debt, as would pay interest on the whole of
their preferential shares, and name a smaller sum for
working expenses than the Great Western Company
proposed to do.—(Hear, hear.) They would have al-
lowed them the working of their own line, they find-
ing the working stock; and, before the sum of
146,0001. was reached, the zero of the Great Western
agreement, they were to have at least two per cent.
• on the narrow gauge portion oat le
line.
A SHAREHOLDER--For how many years was this
arrangement to be?
Mr. LAWRANCE—For 21 years. These being the
terms the committee thought it their duty to ascer-
taip, whether any legal obstruction lay in the way of
an arrangement. They accordingly took the opinion
of some of"the most eminent men at the bar as to
whether a traffic arrangement would not be legally
binding. The agreement was submitted to the Soli-
citor-Genera), who gave his opinion that it would be
legal and binding To Sir F. Kelly they submitted
the question whether, under the Railway Clauses
Consolidation Act, there was not power given to make
a traffic arrangement such as he had now described ;
and his unhesitating opinion was that such a power
existed. The opinion of an eminent conveyancer was
also taken with a similar result. Of the legality of
such an arrangement, therefore, they had no doubt.—
(Hear, hear.) After some further observations, Mr.
i Lawrence concluded by moving as a resolution :
" That the further consideration of the proposed lease
of this undertaking be adjourned to the half-yearly meet-
ing to be held this afternoon."
Mr. BUTT seconded the resolution.
Major COURT was prepared to prove that the terms
offered by the Great Western Company were the best
that could be given to the shareholders of the Oxford
and Worcester Company,—(No, no) He would
refer them to the report of the directors for January
last, which the committee of shareholders themselves
had approvid of as affording the groundwork on which

he proceeded. From what was then stated they were
entitled to estimate that this line would yield 2,0001.
per mile. Taking the line at 93 miles, there would
be a gross amount of 186,000/. Tiiey would receive
of this sum 111,6661.; the Great Western Company,
allowing only 40 per cent. for the working of the line,
would receive 111,6001.; therefore, they would give
to that company 661. more than they themselves re-
ceived.—(Confusion.) He could give other facts to
show that this was the best bargain that could be made
for the shareholders, hut, seeing the impatience of the
meeting, he would not now press them.
A SHAREHOLDER asked whether or not proxies
were to be used against the sense of the meeting?
Mr. Paasoes (solicitor of the company) said he
was a large proxy holder, though he had never asked
for one. Tie fact was that the proxies came into his
possession the last day they were due. He did not
know that any proxies had been asked for him, and
when he received them he felt himself in a most dif-
ficult and embarrassed position.—(Oh, oh !) If the
question whether he intended to use these proxies
was pressed upon him at that stage of the proceedings,
he must say that he would have to consult the parties
who intrusted him with them. His own feeling,
however, was, that he ought, so far as regarded those
proxies, to exercise the discretion that had been re-
posed in hinee--(Uproar.)
Mr. Sergeant GASELEE maintained that their soli-
citor had no right to hold proxies. He thought that,
as a professional man, he bad placed himself in a
position of great delicacy.—(Great confusion.)
Another scene of great noise and confusion took
place, during which Mr. Serge et Gaselee moved
that Mr. Parsons be dismisaed frari the office of soli-
citor to the company, but subsequently withdrew it,
with the notice that be might repeat it on a future
occasion.
Mr. PARSONS repeated that be had never asked for
a single proxy, and that he was much pained and
embarrassed when they were put into his possession.
In reply to a question put to him, Mr. Parsons stated
that the- proxies were committed to him by the agents
of the Great Western Company.
Sir H. FOSTER said Mr. Parsons had cleared him-
self from all imputation in the matter.
Mr. TUDOR, after stating that he had been present
at a consultation with a number of gentlemen inte-
rested in the company, and that they bad come to a
resolution on the subject now before it, moved the
adoption of that resolution as an amendment to the
one proposed by Mr. Lawrence. It was as follows :
" Teat the agreement with the Great Western Rail-
way Company, as proposed and submitted to this meet-
ing, he edupted and confirmed, subject to the following
conditions—viz , that there be added thereto, or inserted
therein, a clause or clauses to the effect that if at any
time after the expiration of four years from the date of
such agreement this company shall notify to the Great
Western Company their readiness to sell the under-
taking to that company, at the price (over and above all
debts, charges, and preferential interest and dividends)
of 301. for each 501. share, or, at the option of the Great
Western Railway Company, an annual payment at the
rate of three per cent. per annum on each such share of
501., to pe secured by their debentures, the Great
Western Company shall and will, therefore, forthwith
accept and complete the purchase on these terms. And
further, that if within one year from the expiration of
such period of four years this company shall not have
required such purchase to be made, it shall be at the
option of the Great Western Company, at any time
within two years from such last-named period, to require
the company to sell the undertaking to them at the price
(over and above all charges, debts, and preferential in-
terest on dividends) of 401. for each such share, and the
company shell and will, therefore, forthwith sell and
convey the undertaking to them on these terms. That
the directors be, and they are hereby, authorized to affix
the common seal of this company to any deed or agree-
ment containing, in addition to the clauses in the deed
already prepared, such further clause or clauses as above
stated, and to do all other acts which may be required
for giving effect to this resolution. That the condition
attached by this meeting to the agreement be consi-
dered as not accepted by the Great Western Company
if not accepted by that company in due form within a
month."
Major COURT seconded the resolution,; which fully
confirmed the statement he had made.
Mr. PARSONS begged to say that he would vote in
favour of the amendment of Mr. Tudor, both on his
own shares and on all the proxies he possessed, as he
considered it would put the Great Western Company
to the test —(Hear.)
Sir H. FOSTER concurred in the propriety of Mr.
Tudor's amendment, and thought it should be at once
re in irt74 friiiediTeca-s-to carry it Out.
HUDSON, M.P., said, according to thevarrange-
meat proposed by Mr. Tudor, the proprietors would
get no dividend for four years, and after that the
shares would virtually be sold at 241. He put it to
Mr. Parsons whether, under all the circumstances, he
would use his proxies. He had been in a similar
position hitneelf once, and did not on that occasion use
the proxies he held.—(Hear.) He thought that if
they were secured a dividend—say from the Ist of
January next—the proposition of Mr. Tudor should
be acceded to. They might, in the me intime, send
the proposal to a committee, to be considered more
fully, and meet again to settle the matter.
Mr. PARSONS wished to state that he held the
proxies Of nearly the whole Stock Exchange, em-
bracing 8,000 out of the 24 000 shares of the com-
pany. lie had consulted with those parties, and they
authorised him to support the proposed
agreement
with the Great Western, provided the resolution of
Mr. Tudor was attached to it. The Tice, however,
was then understood to be 251 in place of 30/., and,
instead of 3 per cent., 21 per cent. Ile then sug-
gested that those figures were too small, and they
had since been raised. He thought that this was
the most prudent bargain they could make, and his
belief was that the Great Western would, on conside-
ration, give in to it.—(dear, hear.)
Mr. LAWRENCE would be glad if the proposition
of Mr. Tudor was carried, as it substantially agreed
with the proposition he had made.
After some further conversation, the resolution of
Mr. Tudor was adopted.
A vote of thanks was then given to the committee
of shareholders, and the special meeting terminated.
HALF-YEARLY MEETING.
The ordinary half-yearly meeting of the company
was then held.
The report of the directors, of which the following
is an abstract, was read by Mr. Smith :
" The directors have so recently communicated to
the proprietors the position of the undertaking that on
the present occasion little remains to be stated.
" The proprietors are aware that the company kept
an account with Messrs. Rufford and Wragge, ban-
kers at Stourbridge, and that Mr. Francis Rufford,
one of the partners of the house, was connected with
this company as its chairman from its original forma-
tion. This bank stopped payment about the 26th of
June last, there being at that time a considerable
amount of the company's money in its hands. The
report of the auditor hereunto annexed details the
amounts and the circumstances. The directors are,
through the medium of the company's solicitors, en-
gaged in ascertaining the exact position of the com-
pany, believing that some portions of the loss will fall
on third parties. The directors fear the assets of the
bankrupts will suffice to pay but a small dividend'
" The various works upon the line are progressing
satisfactorily, though more slowly than the directors
contemplated when they made their report to the
special general meeting of the company in January
last. This is attributable to the unsettled state of the
company. On one contract, that for the Mickleton
to giv e
Tunnel, the contractors stopped ton he
or works in June
the
last, and refused either to go
company possession, In order that the works upon
the whole line might not be rendered unproductive
by the non-completion of this tunnel, the board,
acting under advice, took possession of the contract,
they are happy to say, without absolute violence or
injury to any individual, though the menacing con-
duct of the contractor at one time rendered such an
issue probable. The question touching the company's
rights against the contractor and his rights against
the company is now the subject of arbitration."
The auditor's report states that the balance-sheet
represents an expenditure of the sum of 68,0831. 6e.
Bd. for land and compensation in the half-year, but
several amounts, parts of that aggregate arnount, have
been deposited in provincial sad joint-stock banks,
leaving in deposit with bankers of 24,9121.105. 4d., and
the Gloucestershire Bank, Stow-on-the-Wold, 210/.,
a purchase since completed. These sums, for the
most part, have been so deposited in the names of a
director of the company and the vendor or his agent ;
but a sum of 3751. deposited in the bank of Ruffurd
and Wragge was so placed in the name of Mr. Ruf-
ford alone in the matter of the executors of William
Page, deceased. Two several cheques, the one 5,6251,
and the other 5,500/., appear to have been paid to the
agent of Lord Ward's estate, being the consideration
for the purchase of lands; they were both drawn on
the bank of Messrs. Rufford and Wragge, but in the
pass-bock of that bank the cheque for 5,5001. does not
appear to be debited. The balance due from Messrs.
Rufford and Wragge, according to the ledger ac-
count of the company, and as expressed in the belance-
sheet, is 4,166/. 13s. 2d. In that account they have
credit for all sums drawn upon them by the company,
but I am informed that one checque, for 4701, so cre-
dited, has not been issued, whereby the balance is in-
creased to the sum of 4,636/. 13e 21.; and I am
further informed that the following checques, drawn on
them and issued to Messrs. Bedford and riddock, are