The Sun.
London, England, 1851-03-01 00:00:00

THE SUN, LONDON, SATITRDAY

[The following appeared in our Third and Express
Editions of last night
HOUSE OF COMMONS.

Six o'CLocK.

Lord JOHN RUSSELL entered the House of Com-
mons at half-past four o'clock. As he walked up the
lobby he was the object of much attention. He
held in his left hand an official box, and led by his
right a child in a Scotch cap and dress, one of his own
children, whom he took into the House with him.
Ile took his seat in his usual place,
and rose to a crowded House and over-crowded gal-
ery at ten minutes past five. He explained all the
circumstances of the last week, which will be found
in our Parliamentary report, and announced that no
final arrangements would be made till the Duke of
WELLINGTON had been consulted. A long debate
seems probable.

OXFORD, WORCESTER, AND
WOLVERHAMPTON RAILWAY.

The usual half-yearly general meeting of the pro-
prietors of the Oxford, Worcester, and Wolverbampton
Railway was held yesterday, at the London Tavern;
the Right Hon. Lord Dudl7 and Ward in the chair.
The advertisement convening the meeting having been
read, the common seal of the company was affixed to the
register of shareholders, and the report of the directors
submitted to the meeting as follows:—
The report made to the proprietors on the occasion of the
special meeting of the 14th January last, communicated the
state of the undertaking at that date.
Immediately after the 14th ult., your directors offered to
the proprietors the proportions of the new shares to which
they were entitled.
The result was, that of the entire number of 56,6(36 shares,
31503 were applied for within the period limited by the re-
solution of the special meeting, and were allotted accordingly,
but this number was subsequently reduced at the request of
the allottees by 412 shares, leaving ... 31,391 shares allotted
Of which the deposit was not paid on 2,302 shares

Balance ... 29,089
Allotted 22d February upon late appli-
cations and allotments on which the

deposit was not paid within the pre-
scribed time ... 1,63)

Total ...

... 30,728

On the 29th ult. Messrs. Peto and Betts, and Messrs
• Tredwells, applied for new shares, in accordance with the
understanding previously subsisting, in the following pro-
portions. Messrs. Peto and Bette offered, if their tender to
make the line between Oxford and Worcester were accepted,
to take 10,400 shares; and if their tender to make the line
north of Tipton were accepted, to take other 10,000 shares.
111-2ssrs. Tredwells offered, if their tender to complete the line
between Worcester and Tipton were accepted, to take 10,000
shares.
Your directors thought it desirable that these offers should
be accepted, so far as the same related to the construction of
the line betweerfOxford and Tipton, and they thereupon ac-
cepted the same for 20,000 shares, so that with the 30,728
shares taken by shareholders, 50,723 new shares have been
allotted. • -
At this juncture your directors considered it expedient to
appoint a committee to negotiate with other railway compa-
nies, and they authorised this committee to consult with Mr.
Peto. The result was that Mr. Peto intimated the willing-
ness of the London and North-Western and the Midland
Railway Companies to make an arrangement with this com-
pany, and requested authority to confer with them thereon,
which having been given by the committee, an arrangement
of which the following is the substance was concluded :
The line between Oxford and Tipton to be completed as
early as possible, the narrow gauge being laid down the
whole way as a double line from Tipton to Moreton-in-the
Marsh or Daylesford, and as a single line from one of these
places to Oxford; to be made a double line, however, when
the traffic requires it.
The line to be worked for twenty-one years by the North-
Western and Midland Companies, the rates per mile being
uniform on all the three lines, on the following terms :
" The gross receipts from all sources to be carried to, a
common fund, out of which the following charges are to be
paid in the order stated.
" Ist. 53,000/. per annum to the Oxford, Worcester, mid
Wolverhampton Company to provide for debentures and pre-
ference shares, or such less or greater sum, not exceeding
60,000!., as may from year to year be sufficient within such
limit to- provide fur such charges.
"2d. 53,0001. to be taken by the London and North-Wes-
tern and Midland Companies for working expenses, wear and
tear, &c.
"3d. The balance of gross receipts (the excess, if any,
above 106,0001.) to be divided in the proportions of 2-3ds to
the Oxford, Worcester, and Wolverhampton Company, and
1-3 d to the London and North-Western and Midland Com-

parries, until the gross receipts reach 150,0001. per annum,
from which point all receipts in excess of 150,0001. shall be
equally divided between the Oxford, Worcester, and Wol-
verhampton Company and the London and North-Western
and Midland Companies.• Equal mileage rates to be al-
lowed to Oxford, Worcester, and Wolverhampton account
for all traffic passing over lines of Oxford, Worcester, and
Wolverhampton, and of London and North-Western or Mid-
land Companies.
By the arrangement it is provided that, so soon as any
portion of the line is ready for working, Mr. Glyn is to fix
the terms, as between the company on whose line the same
abuts and this company, on which the same is to be worked
until the whole be completed.
There is divided •
To O. W.& To L. & N. W.
• Under this when W. Co. & Midland Co.
earnings are ... Z 106,000 £53,000a £53,000
Ditto ... 151,000 83,000 68,000
Ditto .. 201,000 108,000 93,000
[a Should more than 53,0001. be required to pay interest
and debentures, the excess within the limit of 60,0001. also
to be paid to the Oxford, Worcester and Wolverhampton
Company.]
To carry out this arrangement Messrs. Peto and Betts
and Messrs Tredwells have placed the 20,000 shares allotted
to them at the disposal of the board ; and, as 5,000 remained
unallotted, the amount of new shares at the disposal of the
board amounts to 25,938.
These shares your directors intend issuing under the ar-
rangement with the London and North-Western and the
Midland Companies, in such manner as to carry interest 4t
a bout 4 per cent.
This effected, the annual fixed preference charge on the
undertaking will be as follows :
Annual Charge.
- say £750,000 .E 410,000

Debentures
Six per cent. preference stock-
-31,000 shares 310,000 18,000*
Four per cent. do. 1;5,000 shares 250,0(0 10,000

£1,310,000 £58,600
Your directors believe that a saving of upwards of 60,00 C
will be effectel in the cost of the line between Moreton-ir
the-Marsh or Daylesford and Oxford, by miking it a sing
line only; if so, the above charge will be reduced to abor
56,0001.

The proprietors will observe that by this arrangement
the interest on the debentures of the company, as well as the
annual charge for the new shares, is made practically secure,
inasmuch as these payments are to be provided for out of
the gross receipts previous to the London and North-Western
and Midland Railway Companies taking the cost of working
the line as limited, and that the result of this advantage will
be that the debentures of the company will be issuable at a
moderate rate of interest.
They will also observe that a fair return to the ordinary
shareholders will, in all probability, arise at an early period
after the opening of the line.
Your directors are of opinion that this is an arrangement
advantageous to this company, securing the proprietors
against the liability of having to raise capital for the work-
ing the line; leaving them the power of making the line
from Tipton to Wolverhampton if the probable traffic thereon
should make such outlay prudent, and opening a large traffic
from Cheltenham, Tewkesbury, and Gloucester and the sur-
rounding country—a traffic never before contemplated as
likely to be brought upon this company's line.
It is the intention of your directors to press forward the
completion of the part of the line between Worcester and
Stonrbridge with the branch to Stoke works, that an imme-
diate revenue may be derived therefrom.
The di:ectors retiring are Messrs. Tyndale and Jesse],
both of whom are eligible, and offer themselves for re-
election.

One of the auditors also retires at this meeting, but is re-
eligible, and offers himself for election.
The directors have taken the steps necessary to enable this
meeting to confirm the forfeiture of 1,494 shares, and will
submit a resolution for that purpose.
" The holders of this stock are entitled to pay 151. per
share, and if this option be extensively used, and the line
from Tipton to Wolverhampton be not made, your directors
will not require to issue so large an amount of debentures,-
but the effect on the undertaking generally will be to in-
crease the charge on- the amount so paid from 4 to 5 per
cent. and it may affect the above financial scheme to the ex-
tent of 1,5501. a year, or 1 per cent. on 155,00 j/.
The CHAIRMAN then proceeded to address the
meeting, and he said he might as well distinctly state at
once that he entirely dissented to the arrangement ree'
commended in the report. It was rather anomalous
fin. him to be in direct opposition to the rest of the
board; but so it was, and if the meeting declined to
sanction the course which he had chalked out for him-
self, of endeavouring to keep this company in an inde-
pendent position, he should be prepared to give up the
of chairman.—(Hear, hear.) He was told
Th't he was first solicited to join the company
atwas proposed to carry it out as
a thee, - it ,
not beenghly independent undertaking. Had it
accept the *e,, nothing would have induced him to
Chairtnabans p,
ho saw at onaetieare ht but the moment he took office,
rat. a struggle had commenced at the
board for transferring the line to one of the two great
company's of therllKl
and now they saw by the
report that one etitcVnilln,
should rem ember
hear.)
The meeting
raw: that beyond the pro.
prietors tahnisalibeee,
was
general public to be
parliament considered, not sorry that in sanc-
tioning this undertaking,
tcok care not to
loee sight of that point.—(ll,elinhe_a_orer.) The publie had
suffered "Much from the monop 0
yoftthe London
and North-Western Company, 41,1
0,, i appeared
to him, that it was doomed to suffer still more through
the same influence.—(Hear, hear.) He was for retain-
ing this line independent of every other company, but
the board of directors were orpoled to him, and they had
incautiously, hastily, and indecently made an agreement
with the'London and North-Western Company, which
he was advised by high legal authori;y could not be
maintained, and which could only be carried out through
the instrumentality of the Legislature —(Hear, hear.)
Besides that, such an agreement would provoke the un-
compromising opposition of the Great Western
Collupany, and he was afraid it would con-
tinee the line in a state of insecurity and
sat the public against it much more than ever.—(Hear.)
Tee agreement.,„„ was introduced to him about a fort-
'nightql`t' unexpectedly and he therefore obtained
three days' grace to look carefully into it. In the mean
films he was surprised to see it announced at the Lon-
idon and NortheWestern Railway meeting that a traffic
,weegement had been made with this company, while
.otegoieg doweeto.the solicitor's office he found that an-
nouncement was correct, for an artangement of that sort
had been secured without the sanction of one por-
tion of the proprietary body.—(Hear, hear.) It

was said that the arrangement would produce two
and a half per cent. for the original shareholders,
but he very much doubted whether it would yield a
penny piece, for the London and North-Western and the
Midland were the natural enemies of this company, and
the meeting might depend upon it this proposed arrange-
ment would sink them deeper into adversity.—(Hear,
hear.) But it was his opinion the Great Westerm Com-
pany had it in their power to successfuly resist this
agreement, and while he saw that the object of the Lon-
don and North-Western and the Midland was to stifle
the vitality of this line, and reduce it to a mere local
branch, he really was not sorry that such a power did
rest with the Great Western Company. The only
hope for this line was to remain independent of all other
companies, and he was quite ready to carry out such a
policy; but he must decline accepting the proposed
agreement, and therefore if it were adopted to-day, it
was his determination to resign the chairmanship.
Mr. RIIFFORD, M.P., was sorry that he felt called upon,
as a director, to reply to the speech of his Lordship.—
(Hear.) He need not remind the meeting of the manner
in which they had been abandoned by the Great Western
Company, and their refusal to render them any assist-
ance in their adversity; but he might have been inclined
to pass over that, had they not gone further and taken
steps to carry on a vigilant opposition with this line.—
(Hear, hear.) Need he remind the meeting that the
Great Western Company had entered into an alliance
with the Shrewsbury and Birmingham, and the Shrews-
bury and Wolverhampton Company s, so as to be in a posi-
tion to swamp the Oxforel and Worcester Company, with
the Oxford and Birmingham line 2—(Hear, hear.) What,
then, could they do but accept an offer which would
place them in a position to resist with some degree of
success this formidable opposition ?—(Hear, hear.) The
arrangement was the best and fairest they could possibly
obtain.—(Hear, hear.) It had been negotiated by Mr.
S. M. Pew, a man eminent in his sphere, of high cha-
racter and position, and of transcendant abilities, which
he had not scrupled to use for the benefit
of this company ; and he (Mr. Rufford) was perfectly
satisfied that the name of that gentleman would remain
untarnished by the arrangement he had so advanta-
geously concluded on the part of this company.—(Hear,
hear.) He concluded by moving the adoption of the re-
port.—(Hear, hear.)
Mr. COWHAN thanked the directors for the arrange-
ment they had made with the London and North-Western
Company.—(Hear.) The Great Western Company had
behaved with the greatest ingratitude towards that com-
pany.—(Hear.) They stuck to it honourably and fairly
till the Oxford and Birmingham line came into the field,
and then they threw over theiOxford and Worcester line,
and now they were going to rob the shareholders of the
Oxford and Worcester Railway for the sake of bolstering
up the Birmingham and Oxford and the Oxford
and Rugby lines—(Hear)--and he really did think
it high time those members of the Great
Western board who had seats on this directory
were kicked out.—(Hear, hear.) Since they
had been so grossly treated and wilfully neglected by the
Great Western Company he was not sorry that the
directors had thought fit; to make friends in the north;
and he had much pleasure in seconding the motion for
the adoption of the report.—(Hear.)
Alderman THOMPSON, M.P., gave full credit to the
Noble Lord in the chair for being actuated by a desire
to promote the welfare of the public and this company-, and
he therefore regretted to be obliged to differ with his
Lordship; but he really did think the arrangerr ant
referred to in the report would be highly conducive to
the interest of the company.—(Hear, hear.) The Great
Western Company had behaved towards this railway
most shamefully. They had hitherto neglected to at-
tend their meetings, at least those members of the Great
Western board who sat on the direction had, but no
sooner did they hear of this proposed arrangement than
they filled up three vacancies which they had allowed
to continue fur a long time, and hoped by that means,
no doubt, to swamp the best interests of this concern.—
(Hear, hear.) For his part he warmly approved of the
arrangement, and since the Great Western Company had
forsaken them, and bad broken and annulled their con-
tract with this company, the directors had a right to
enter into it. It was nonsense to tell him that the Great
Western Company would resist the arrangement on the
ground of its illegality, because it was their bad faith
which had brought it about, 'and neither the Legislature
nor any other tribunal would listen to the complaints of
that quarter.—(Hear, hear.)
Mr. PETO, M.P., in rising on the present occasion to
address a few words to the meeting, said i❑ doing
so he was actuated only by a deep sense of the respon-
sibility that rested upon him. and the importance
of the duty he had undertaken.—(Hear.) He was at the
same time suffering from a feeling of pain and em bar-
rassment,which,he hoped would entitle him to some slight
indulgence on the part of the shareholders.—(Bear,
hear.) When he was applied to by their board of di-
rectors to undertake the negotiation of the company with
the Midland and the London and North-Western Com-
pany, he would only consent to do so upon the distinct
understanding that he possessed the confidence of the
board of directors in that negotiation.—(Hear, hear.) He
believed he might refer to every event in his past lite and
challenge any individual to point to one single circum-
stance which could for one moment le ad any person to
doubt that whatever might have been his antecedents up
to the present moment, at least there existed nobody
in the country who was more distinguished for honesty
of purpose and integrity of action.—(Hear, hear.) He
was neither a partizan of the broad or the narrow
gauge. Ho saw there the Chairman of the Birming-
ham and Oxford line, and that gentleman knew that in
connexion with his firm he had the honour of executing
the works on that line. lie executed their own works,
and, therefore, he was not more favourable to the one
gauge than the other ; but whe❑ he was called upon,
either by this or any other company, to render them a
service, it was his aim always to render it with pert( et
independence and a sincere desire to benefit that
party for whom he might be acting.—(Loud cheers.)
Now he saw Mr. Glyn and Mr. Ellis on this matter,
and after extended discussion the arrangement

was made, based upon the princip!es whiiih were ex-
plained in the report, and if he could give any further
explanation about it he should be extremely happy to do
su.—(Hear, hear.) He merely rose then, however, to
put the meeting in possession of all that had occurred
during the progress of the negotiation, for so far as he
was concerned he had nothing whatever to conceal.—
(Hear.) On the first board-day after the arrangement
was come to, he was sent for and told that some
hesitation had arisen on the part of some of the board
to affixing the common seal to the agreement which he
had made on the part of the company, and he was
then introduced to his Lordship the Chairman, who told
him that he required three days to consider the matter,
as he was, comparatively speaking, unacquainted with
railway affairs. (Hear, hear.) This was as-
sented to, but at the expiration of the three
days his Lordship decided that before he could
consent to the arrangement it would be neces-
sary that some terms should be view to between
his Lordship's legal advisers and those cf the
London and North-Western and Midland Company,
and accordingly Mr. Bendbow, jun., and Mr. S. Carter, of
Birmingham met on behalf of nis Lordship and the two
companies to discuss the subject.—(Hear, hear.) Mr.
Bendbow, jun., said his Lordship required three things-
to be done before he would undertake to assent to the
agreement.

-The Ca '..III3IAN—I never said that.
Mr. PETo said, perhaps his Lordship would allow him
to state the facts, and then his Lordship could reply to
them afterwards.—(Hear, hear.) The three things in
point which Mr. Benbow, jun., had specified were these.
First, that his Lordship's minerals should be carried
over the London and North-Western and the Midland
lines at the same prices that were charged
to the most favoured parties in connexion with those two
companies. This was assented to. Secondly, that his
Lordship should have a seat on the board of the London
and North-Western Company, Mr. Carter replied to
this that, under the new arrangements, the election to
vacant seats rested entirely with the proprietors, but Mr.
Glyn would undertake to recommend his Lordship to
the proprietors, as a person whom it was desirable,
owing to his position and influence to have on the board,
and therefore No. 2 might be considered as having been
also assented to.—(Hear, hear.) The third was that
500 of the preference shares of this company
should be immediately apportioned to his Lord-
ship.—(Hear, hear.) The committee told Mr.
Benbow, jun., that if he had any regard
for continuing hie Lordship's reputation for strict ho-
nour and integrity, he would at once recommend his
Lordship to withdraw that request—(Cheers)—and the
appointment was deferred until the following morn-
ing, when the request was again repeated
by Mr. Bendbow, junior, and most unqualifiedly
refused by Mr. Carter, on the part of the London and
North-Western and the Midland Companies.—(Cheers.)
Upon that arose his Lordship's dissent to this arrange-
ment.—(Hear, hear.) He felt bound to make this
statement; it was painful to him to do so, but at the same
time he owed it to his own sense of honour and integrity
to keep nothing back from the proprietors.—(Cheers.)
He had nothing to conceal, and he defied any bcdy to
say he had done or said anything wrong in the course
of the negotiation.—(Hear, hear.) He should also state
that when he accepted the office of negotiator the
first thing he did was to call upon Mr. Tredwell, his
partner in the contract, and ask him to give up the
10,000 shares which had been allotted to him. Mr.
Tredwell said, " Mr. Peto, if you will give up yours
I will give up mine;" :and, of course, be imme-
diately assented to this—the 20,000 shares allotted to
Mr. Tredwell and himself were returned, while the 1,000,
which were to have been placed at the disposal of the
Stock Exchange, were retained in hand, and none of the
preference shares had therefore been allotted to any one
but original proprietors.—(Cheers.) All that he had now
stated could be confirmed by Mr. Glyn, Mr. Ellis, Mr.
Bendbow, or their own solicitor, and again repeating that
he was prepared to give any and every information
mrtioonf
about the agreement that could be reasonably asked
him, he would sit down, strongly recommending
gem
y raecroemmeennt their dingthem,
as a commercial man, to give
un-
qualified assent.—(Cheers.)
The CHAIRMAN said, as Mr. Pete had given the dis-
cussion a persoaal nature, he felt it necessary to make
some observations in reply. When he first became a
member of the board he made two distinct statements,

.•• -
one to the board and the other to the solicitor,—tha
first, that he was perfectly indifferent as to whether they
allotted him l or 1.000 shares, not having joined the com-
pany as a speculation, but because he was the leading
mineral proprietor in South btaffurdshire, and repro
sented a large portion of the proprietary in that district;
and secondly, that be would never consent to any ar-
rangement with the London and North-Western. As to
the 5,000 shares, he had merely offered to take them in
the company out of their difficulties, and not
with
help
of throwing them into the market and
order t t
h o e
vi
putting money into his pocket. His Lordship then en-
tered into an explanation of his various transactions
with the company, and said the arrangement submitted
to the meeting had been entirely carried out by the
solicitor, together with the contractor, Mr. Peto, ob-

serving that he would never have a seat at a board which
were not to be made cognizant of every thing connected
with their affairs.

Mr. PETO said Mr. Bendbow, his Lordship's agent,
had distinctly and imperatively made it a condition that
5,000 shares should be allotted to his Lordship; and Mr.
Carter, the solicitor to the North-Western, had refused
to comply with it, observing that he did not think it
would comport wish the honour and dignity of his
Lordship to take 5,000, which would be equivalent to
giving him 7,sool.—(Hear, bear.)
Major Couar said he understood an agreement had
been made with the Great Western, by which that com-
pany offered to give the 100,0001. a year free from all
charges.

A SHARMIOLDER—There is no subsisting agreement.
Major CouRT—I apprehend the Great Western are
bound to accede to such an agreement.
A SHAREHOLDER—We will not ask them.—(Hear.)
Major CoußT—But I think it will be to our interest
to enter into an arrangement with them . Before we can
get 100,0001. a year from the North-Western Railway,
we must have a clear income of 180,000/. Ido not think
we are in a situation to carry out the agreement pro-
posed by the report, and I would suggest that the ques-
tion be adjourned, with the view of enabling the board to
ascertain the legality of the agreement, and whether, in
the event of the line being completed, the Great Western
Company could compel them to lease it to them.
Captain BERKELEY objected to the agreement on the
ground of its not being binding in law, and because it
had been carried out with so much haste. Under the
Act of Parliament they had no power whatever to sub-
stitute the narrow for the broad gauge. He entirely
agreed with the Noble Chairman that no such an
arrangement ought to be entered into before the direc-
tors had bee❑ all summoned to take it into consideration.
Mr. BARLOW said, the meeting had no more power
to carry out the agreement than he had to erect a bridge
over the monument, or any other public building.
After some further conversation of a desultory nature,
The question of the adoption of the report was then
put and carried by a large majority.
Captain BULEELET demanded a poll, but ultimately
withdrew his demand, and entered a protest against
the arrangement with the North-Western Company as il-
legal.
The forfeiture of 1,494 shares was then confirmed. Major
Tyndale and Mr. Jesse' were re-elected directory, and Mr.
Tamlyn an auditor of the company.
Mr. Alderman Tuoan'sox moved the following resolu-
tion :

" That it is the opinion of this meeting that it is most essen-
tial at this particular juncture, for the due protection of the
interests and independence of this company, that measures
should be forthwith taken to secure ten directors to renresent
the shareholders of the Oxford, Worcester, and Wolver-
hampton Company proper, and who may have time and
health to apply themselves to the business of the com-
pany."
Mr. CAPEL seconded the motion, and it was carried unani-
mously.

Mr.- Alderman THOMPSON moved a vote of thanks to the
chairman, which was carried with acclamation ; and
LORDSHIP having acknowledged the compliment pro-
ceeded to take leave of the company, and concluded by read-
ing a letter from Mr. Brunel, the engineer, requesting to
know what his future position with reference to the company
should be; and whether he were to continue to remain their
engineer.
It was resolved that prompt attention should be paid to
the subject of the letter, and the meeting separated.