The Sun.
London, England, 1851-03-28 00:00:00

NORFOLK RAILWAY.

- - -
The usual half-yearly general meeting of the pro-
prietors of the Norfolk Railway was held yesterday,
at the offices in Guildhall-chambers; Major Tyndale,
chairman of the board of directors, in the chair.
' The advertisement convening the meeting having been
read, the common seal of the company was affixed to the
register of proprietors, and the minutes of the previous
meeting confirmed. The report of the directors was
then submitted to the proprietors, as follows:
" The statement of the company's receipts and ex-
penditure en capital account for the half-year ending
31st December last, together with the revenue account
of the Eastern Counties and Norfolk Companies for
the same period, have been for soma time in the hands
of the proprietors.
" There is nothing in the former account which
. appears to call for remark from the directors; they do
not consider themselves responsible for the last men-
tioned account, as they have not been consulted in its
preparation, and they entirely dissent from that part
of it which relates to the expenditure, in respect of
the Norfolk line.
• " While the question of the proposed amalgamation
);eetween this company and the Eastern Counties and
Btestern Union Companies was in a state of abeyance,
yoter directors felt that any further observations from
them, beyond what had already been made at the last
specie; meeting would have been ill-timed, and that it
was deg.-able to avoid discussion on the subject by the
proprietors; ietors• for this reason they proposed the adjourn-
ment of the meeting, which was agreed to by the pro-
prietors, and the event has fully justified the course
which was adopted.
" Although your directors for some time past have
considered that they had good ground for complaint at
the course which has been pursued by the Eastern Coun-
ties Company towards this company, they have hitherto
refrained from remarking upon it, wishing to avoid all
occasion for irritation, and believing that although
there was a section of the proprietary of that com-
pany who had always opposed the union, yet,
that the board of directors and the great majority of
the shareholders, not only from motives of good
faith and honour, but from a conviction of its advantage
to their interests, were resolved to maintain it. Under
these circumstances it was felt that some allowance must
be made for excited feelings, and the natural disap-
pointment felt by the proprietors, at the depressed state
of their undertaking, as it might be supposed by
those who had not fully considered the subject, that
the arrangement with the Norfolk Company had in some
way contributed to that state of depression. The event
has not satisfied your directors that they were right in
exercising this forbearance, for the absence of contra-
diction seems to have given strength to the section be-
fore adverted to, and the proceedings at the late meet-
ing of the Eastern Counties Company evince that a
most erroneous impression prevails, both as to the nature
of the arrangement with this company, and of its value
to their interests.
" These remarks apply only to the existing agreement
between this company and the Eastern Counties Com-
pany, and not to the more recent agreement for amal-
gamation, to which the Eastern Union Company were
parties. It was of course quite competent for the
Eastern Counties proprietors to reject that agreement if
they thought proper; and although your directors still
think that an arrangement upon some such basis as was
proposed would have been the most advantageous thing
for all parties, they feel that there is no cause of com-
plaint at its rejection, and they have no desire to offer
anyfurther remark upon the subject.
" "It is quite evident, however, that the time is now
come when a distinct understanding must be come to be-
tween this company and the Eastern Counties Company
as to the nature of their relations; and the directors hope
that they will be supported by their proprietors in bring-
- jug this matter to a speedy issue.
" It will be proper, in the first instance, to bring before
the meeting all the circumstances connected with this
• arrangement, in order to show its true character and
obj let.
The following is a copy of the heads of agreement
which were submitted to, and approved by, special
meetings of both the companies, held on the 2d of May
1848 :
" ' That, as soon as practicable after this meeting, the
lines of the Norfolk Railway shall be placed in the hands
of the Eastern Counties Company, and worked by them
in conjunction with their own line, under the direction
of a joint committee, a lease being granted by this com-
pany under the powers of their present Act, of their
rates and tolls, to three or more of the directors of the
Discern Counties Company, as the legal means of carry-
ing out the arrangement, until the sanction of Parlia-
ment can be obtained to the permanent amalgamation
of the companies.
" • That, from the period of their taking possession
of the Norfolk lines, the Eastern Counties Company
• shall take upon themselves the payment of the interest
on borrowed capital and guaranteed shares of the Nor-
folk and Lowestoft Companies, and shall pay to the
shareholders a dividend after the same rate as shall from
time to time be declared on the capitel stock of the
Eastern Counties Company.
• " ' That the debts and liabilities of the Norfolk and
Lowestoft Companies shall be liquidated under the di-
rection of the joint committee, aided by the Eastern
Counties Company, who are to have a lien charge upon
all the property of the Norfolk Company for any sums
which they may advance for this purpose.
" 6 That application shall be made to Parliament, at
the earliest practicable period, for an Act to authorise
the permanent amalgamation of the companies, in which
ppovision shall be made for giving to the Norfolk share-
holders the same rights and privileges which are enjoyed
by the Eastern Counties shareholders.
" ' net in the mein time, until such Act can be ob-
tained, the Norfolk Compeny shall do all acts that may
be necessary for giving legal effect to the arrangement,
and permit the Eastern Counties Company to work the
lino in their name, the establishments ut the two com-
panies being blended together as far as possible.
" ' That all disputes and diff2rencee shall be left to
arbit ration.'
"In pursnance of these resolutions, an agreement
was prepared, and received the seals of both companies,
•
to which it is not necessary to refer further, than to state
that it carries out the principle of a complete and entire
amalgamation between the companies as far as it was
posstele to do so, until an Act of Parliameut could be ob-
. tamed. .
" Upon the faith of this agreement, the Eastern Coun-
ties Company were put in possession of the lines belong-
ing to this company, and of all their moveable property
and effects, which, es the proprietors are aware, have
ever since been worked by them as part of their own line.
" The Act of Amalgamation was applied for in the
session of 1849. but while it was pending, events ocs
• curred in the Eastern Counties Company which led to
a committee of investigation being appointed at the
general meeting held on the 28th February, 1849, at
which meeting great hostility was evinced to the pro-
posed amalgamation, and the attention of the committee
• especially directed to it.
" That committee, after a carefal inquiry, came to the
conclusion that, 'es a commercial transaction, the agree-
meat was fair and eqaltable ;' and that, ' in their judg-
' mc nt, ii,' the opposition to it should secceed, irreparable
injury would to &Tie to the Eastern Counties Com-
piny,' and ' they unanimously recommended that the
analgamation should be completed.'
"This report was adopted at a subsequent general
nesting of she Eastern Counties Company, and the
Thu for this am:),,;. :,..mltion approved by a very large
majority'.
~ The Bill, as i. 4 well known, was lost through the op-
position of ho3tile companies ; and ee there was great
repugnancp, on the
par: of the Eastern Counties three-
• tors, to renew the application to Parliament in the next
• session, which they were bound to do according to the
• terms of the agreement, it was proposed, that a sup-
plemental agreement should he entered into between the
• companies, which should practically eff,ct the objects
of the amalgamation, until a more favourable opportu-
nity should present itself for a renewed application to
Parliament.
" The heads of this second agreement, as presented
to and approved by the general meetings of both com-
panies, held in August, 1849, aro as follows:
" ' The terms of complete amalgamation, to be sanc-
tioned by Parliament, shall remain the same as already
• agreed to.
." But to prevent litigation, and in order that the
transactiods of both companies pending the sanction by
Parliament of the amalgamation may be regular and
legal, it is agreed between both companies as follows:
"'That the Norfolk Company shall repay the Eastern
Counties Company's advances.
" 6 That the Eastern Counties Company shall purchase
the Norfolk Company's rolling stock now in their pos-
session, and pay for the same by instalments, as may be
. agreed between the Companies.
" ' That instead of a lease of the tolls to terminate in
May, 1855, the Eastern Counties Company shall, under
. the 208th section of their Act of Incorporation, work
and use the Norfolk lines until the same date, and pay to
the Norfolk Company such rates and tolls as shall be
sufficient to enable them to pay the expenses of main-
taining their lines and the interest on the guaranteed
stocks and borrowed moneys, and a like dividend half-
yearly, to theft proprietors as shall be paid the Eastern
COl-11111" Proprietors.
• That the Norfolk Compauy shall complete the
works at ILowestoftllarbour
.
That the Eastern Counties Company shall keep up
e .
the Norfolk rolling st„)c,
k to the same state of efficiency
as when received, and that the Norfolk Company, in
May, 1855, if the amalgamation be not then sanctioned
• by Parliament, shall Fe-y,nrchaae the said rolling stock at
.15
es:oaciake the
anleiab e Externb
annulled,
n Coun-
tiesPnualrlleida :
the same price es shall b • now paid by
~
,Cioim,
That
ainfyt-hreo rth
amalgamation
slave.
of such purchase by the
!Bent, the purchase of the rolling
and the payments on
of their
limit of
Eastern Counties, to become advances to the Norfolk
account
Company, and charged against them as part
ex-
penditure to be comprised within the agreed
,300,000/.
"'That the Eastern Counties and Norfolk Companies,
shall unite in further application to PaAisment, for atm,:
tion to the amalgamation, and for the establishment of a
fair sad just tariff to regulate the lines of both companies,
and shall appeal to the justice of Parliament, not to im-
pose or to continue upon any portions of the lines, rates or
terms for carrying, which experience shall have
are not adrquatoiy remunerative.'
"The agreement proved
embodying these terms, which suh-
scqu,s;tlr received the seals c f the companies, expressly
euveses -1 the zgreemen!, for ernalgarriation.
"This sir2;,,e narrative of facts, will sufficiently refute
the statement which has been circulated among the
CEWspApEitEastern Counties shareholders, that the existing ar-
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r thee
:r directors, dc:iirTePtloi: s ,
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t,.l
eesitiss ito,,WAratiation with the reistern Couetie C
. . . a emptily el that

vany,
hey could not as men of honour be parties to any pro-
..::‘Yeeeding shils would yLolate the spirit of the ogee/was&

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