The Sun.
London, England, 1858-12-31 00:00:00

THE SUN, LONDON, FRIDAY EVENING, DECEMBER 31, 1858.

BAILWAI' INTELLIGENCE.

LONDON AND NORTH WESTERN.

A special general meeting of the proprietors was
held yesterday, ,at Euston-square Station—the
Marquis of Chandos in the chair—" for the purpose
of considering, and, if approved, sanctioning an
agreement between the London and North Western
and Chester and Holyhead Railway, Companies for
the guarantee by the London and North Western
Railway Company of interest on the debt and of
dividends on the shares of the Chester and Holy-
head Railway Company, upon the terms and con-
ditions to be stated at such meeting, and for the
purpose of sanctioning the purchase of the under-
taking of the Chester and Holyhead Railway Com-
pany by, or the amalgamation of that company
with, the London and North Western Railway
Company or its undertaking, and for fixing and
determining, or authorising the directors to fix and
determine, the terms and conditions of such pur-
chase or amalgamation."
The CHAIRMAN said the meeting had been con-
vened for the purpose of considering an arrange-
ment for uniting the Chester and Holyhead Com-
pany with the London and North Western Com-
pany ; and the heads of that arrangement had been
for some days in the hands of the proprietors.
The Solicitor of the company then read the agree-
ment in, extenso. The following
.is `the substance
of it, as set forth.in the circular issued to the pro-
prietors, viz. :--
" The North Western Company to pay the fol-
lowing sums by half-yearly payments free of all
deductions, except income tax :
" 1. The rent from time to time payable under
the lease of the Bangor and Caernavon Railway,
commencing from the Ist January, 1859.
interest
2. The from time to time payable in
respect of the debenture debt; not exceeding
£1,092,481 is., commencing from Ist January,
1859. - -
" 3. The dividend on the first preference shares
issued, not exceeding £630,000, and on the second
preference shares issued, not exceeding £269,075
100., commencing from Ist January, 1859.
" 4. Interest at the rate from time to time pay-
able but not exceeding five per cent., and com-
mencing from Ist January, 1859, On so much of a
sum not exceeding £305,172 16s. 10d. (estimated at
£289,890 ss. 10d.) as bears interest, being the
amount of liabilities set forth in the approximate
statement of assets and liabilities on capital account,
to 30th June, 1858, less any diminution by realisa-
tion of the assets, stated in such account as amount-
ing to £305,172 16s. 10d., which are to belong to
the London and North Western Company.
" 5. For the year 1861, the sum of £ll,OOO.
" 6. For the year 1862, the sum of £22,000.
" 7. For the year 1863 and thereafter in perpe-
tuity the sum of £27,500.
" The North Western Company not to participate
in any dividends in respect of the one million of
ordinary capital originally subscribed by them.
"It is estimated that the profits of the current
halfyear will suffice to pay the outgoings of that
half-year, and the preference dividend for the
current half-year, and also the arrears of dividend
on the second preference shares amounting to
£6,726, failing which the deficiency to be added to
the liabilities hereinbefore mentioned as estimated
at £289,980 ss. 10d."
The CHAIRMAN moved a resolution to the effect
that the agreement be sanctioned and confirmed,
and that the necessary steps be taken for carrying
it out.
Admiral MOORSOM seconded the resolution.
Mr. BILLING said, representing as he did a large
amount of share capital held upon trust, he con-
fessed the scheme appeared to him to be one of a
similar nature to the arrangements made with the
Trent Valley—viz., that of overpaying for every
loop and branch connectedwith the North Western
line—a policy which had had the effect of bringing
down the dividends from 10 to 4f,- per cent., and
which if persisted in would result in their getting no
dividend at all. (Hear, hear.) The North Western
Company had a million of ordinary capital in the
Chester and Holyhead Railway, for which they
had received nothing. (Hear, hear.) He appealed
to the chairman whether that was not the case.
The CHAIRMAN—Yes.
Mr. BILLING continued—Even the interest on
the preference shares had not always been paid. In
the absence of fuller information the proposed step
appeared to him full of hazard. As to the new
postal arrangements, it,must be borne in mind that
of late years the post-office authorities had become
great competitors with them in the carriage of
small parcels. He wished to know what the Post-
office was to pay under the new arrangement ; and,
further, what reason there was to suppose that there
would be such an increase of traffic as would enable
that company to pay £27,500 a year to the Chester
and Holyhead Company.
A SHAREHOLDER regretted that the information
given to the proprietors on this subject was so
meagre. What security was there that the loss of
5 per cent. which they had sustained already would
not be increased ? There were some parties, no
doubt, who would be tenefited by this amalgama-
tion, but he feared th 4 it would not be that com-
pany. (Hear, hear.)
Mr. DICKINSON said the chairman had omitted
to mention the great additional amount of debt
which this arrangement would impose on the
North Western Company. They were already
overloaded with debt, and now their burden was to
be increased. In his opinion, there should be a per-
manent committee of shareholders to consider pro-
posals of this kind before they were brought before
the shareholders at a general meeting.
Mr. PUNCHER admitted that there might be some
long-sighted policy on the part of the board, but on
the face of it this was a very improvident bargain.
Mr. MORGAN complained that the meeting was
left very much in the dark on this matter. They
had already lost £1,400,000, and now it seemed as
if they were about to lose £2,000,000 more. (Hear,
hear.) On a share capital of £25,000,000, they had
a mortgage of L 11,000,000 ; by and by there would
be a sort of Encumbered Estates Railway Bill, and
the London and North-Western Company would
be, perhaps, one of the first to avail itself of its
provisions. (Laughter.) If there were any
amalgamation at all it should be one under which
the Chester and Holyhead Company would get
no more than was earned. (Hear, hear.) He
hoped V the noble marquis would give them some
reasons for supposing that the proposed arrange-
ment would be beneficial to that company. He
concluded by moving that the consideration of the
subject should be adjourned till that day month.
The amendment was seconded by Mr. ABEL, who
said he concurred with the last speaker in thinking
that the shareholders could not, without further in-
formation, decide on the subjects before them. At
the- same time, he could not indulge the expecta-
that the result would be effected by any amount of
elucidation, so long as directors could overbear
opinion by the use of proxies. At present the in-
vestments of this Company in the Chester and
Holyhead had fixed a loss of £50,000 per annumin
perpetuity upon them ; and he could only collect
from the figures which had been supplied that they
were about to increase that amount considerably.
Mr. DEAN said, although he was willing to place
the fullest confidence in the directors, he did think
that, considering what disastrous consequences had
followed The adoption of other proposals of a similar
nature, it would have been well if the chairman had
given some explanation of the grounds of the pro-
posal now made. There could be no doubt at the
end of five years the Chester and Holyhead Com-
pany would under this arrangement be entitled to
receive 21 per cent. on the ordinary share capital,
that capital having never yet received one shilling
of dividend. (Hear, hear) Under these circum-
stances the proposal before them required to be
explained. (Hear, hear.)
The CHAIRMAN, on rising to reply, said he was very
glad that he did not say more in the first instance, as
the effect had been to elicit the views and objections
of the proprietors. As,hewever, the meeting appeared
to wish for more detailed information he would
proceed to give it. First, then, as regarded the
question whether or not this was a bad bargain.
His interpretation of a bad bargain was a bargain
which would entail pecuniary sacrifices, or
pecuniary payments ; and his opinion, which
would of course be taken only for what it
was worth, was that this bargain was not
one which would entail upon them any pecuniary
payment. His reasons for holding that opinion
were, that although the Chester and Holyhead
Company had received nothing upon their ordinary
share capital up to the present time, and were for
a long time behindhand as regarded their preference
stock, yet, through the gradual development of the
traffic, amid all the difficulties which had hampered
them,- including the difficulty of giving the neces-
sary accommodation at the stations, they had been
enabled to pay the whole of the interest on their
debt and the whole of the guaranteed dividend on
the first preference
a s h
oc. k, andte
they
hcaotut
dhebo presentesti niahteadlf,
Ysheoa\ra:sedeathruaitng so f
v would now be able to clear-off the
remainder of the arrears on the second preference
stock, besides paying the current interest. They

had before them the fact that the income of the
Chester and Holyhead Company was at present•
more than sufficient to pay, first, the rent of the
Bangor and Caernarvon line, which was £6,000 a
year; secondly, the interest on the debenture debt;
the interest on tho first and second preference
stocks; and, fourthly, the interest on the liabili-
ties which were estimated to amount to £289,800.
The income was more than sufficient to pay the
current interest, inasmuch as the company had
been able to pay off an accumulation of arrears ;
so that in fact there was a margin which, but for
the- arrears, would be applicable to the ordinary
share capital. (Hear, hear.) He thought there-
fore, the proposed arrangement was not likely to
entail upon them any pecuniary sacrifice. Under
all the circumstances, the directors of the London
and North Western Company had come to the
conclusion that it was desirable to recommend the
proprietors to sanction this agreement, not as a
good bargain in the ordinary sense of the expres-
sion, not as a bargain from which they were to
derive an enormous profit at the expense of the
Chester and Holy head Company, but as a fair
arrangement between the two companies, by which
that company would not be saddled with any pecu-
niary loss ; and their reason for recommending amal.
gamation on terms not involving any pecuniary loss
was, that with the large stake which they had in the
Chester and Holyhead line, it was most important
that they should have control over its manage men t,
and that another company should not be able to
saddle them with expenses or dip into their pockets
(Cheers.)
In reply to Mr. Dickinson,
The CHAIRMAN saidthere was a small arrear still
due on the second preference stock ; but it appeared
from estimates made by their own officers that the
trade of the current half-year would suffice for the
discharge of that arrear as well as ether liabilities,
and would leave a small surplus.
Arr. MoRGAN still thought it desirible that there
should be an adjournment.
Mr. RILEY could see noadvantagc in adjourning ,
the chairman's explanations being ample and satis-
factory.
A- SHAREHOLDER wished to know whether Mr.
Ryley was not a Chester and Holyhead shareholder.
Mr. RYLEY
,said he had not a . sixpence invested
in the Chester and Holyhead line.
The amendment was then put from the chair, and
lost, the numbers, on the show of hands, being 28
for and 47 against it. Another show of hands was,
then taken on the original resolution, which was
carried by 46 to 33.
The CHAIRMAN observed that under the terms of
the act of Parliament it was necessary that there
should be a poll.
A poll, then took place, and at half-past 2, after
the lapse ofabout an hour, the result was announced :
—For the chairman's resolution, approving of the
agreement, there. were 103 proprietors, reßresenting
£1,980,666 stock and 3,717 votes; (kunst it, 16
proprietors, representing £58,352 stock and 200
votes. _ _ _

A vote of thanks was given to the chairman, and
,he meeting separated.

CHESTER AND HOLYHEAD.
A special meeting of the Chester and Holyhead
Railway Company was held at the London Tavern
yesterday, to consider and approve of the agree-
ment made under the provisions of the act of last
session for the sale of the Chester and Holyhead
line, and for the amalgamation of this company
with the London and North Western Railway
Company. The chair was taken by Sir M. Peto,
chairman of the board of directors.

The Solicitor first read the agreement with the
London and North Western Company, an abstract
of which will be found in the report of the meeting
of the London and North Western Company,
above.

The CHAIRMAN then moved a resolution to sanc-
tion and approve this agreement, and authorise the
seal of the compaity.to be affixed thereto. He re-
marked that it was in 1850 he became the chairman
of this company, at the request of his brother
debenture-holders, who were at that time in doubt
whether, since the debenture interest was in arrear,
it would not be better for them to foreclose and
hold the concern for themselves. Such was the
condition of the company at that period; the rail-
way was not yet completed to Holyhead, and the
company were not in a position to compete with
the Liverpool route for the traffic to Ireland. At
that time £350,000 of liaidlities were pressing on
the company—a cause 1 the greatest anxiety.
He and his brother directors wore obliged to inter-
pose their personal responsibility to meet that
pressure as best they could until they could affect
-an arrangement with the London and North
Western Company for the leasing of this line.
Their tender for the conveyance of mails between
Holyhead and Kingstown had, at the period when
he (Sir S. M. Peto) took thechair, just been refused,
and a bill promoted by this company suing in
forma pauperis for an arrangement with the Lon-
don and North Western, had joist been unsuccessful,
Parliament having refused to grant this company
the powers that were sought. Since that period
the directors had applied their constant attention
to the development of the traffic. They had been
enabled to overcome great difficulties, and to pay
up, first the arrears of debenture interest, and
afterwards the arrears of dividend on the first pre-
ference shares. With regard to the second pre-
ference shares, they had brought the company into
such a position, that practically those arrears
might now be paid also. So much for what had
already been done. Now with regard to the agree-
ment proposed for the adoption of the proprietors
to-day, he would only say that it had been the direc-
tors' object, in this negotiation, to get the interests
of the Chester and Holyhead shareholders
placed in a situation of absolute certainty. They
had felt it was better for the shareholders to have
21 per cent. secured to them for 999 years, so that
it could never fluctuate or fail, than to participate
in a dividend the amount of which in future must
be uncertain. They had declined to undertake to
accept North Western stock in any proportion, and
had insisted upon an absolute guarantee of a fixed
amount. It was not till after a very protracted
negotiation that they had arrived at the agreement
now submitted to this meeting. It was an agree-
ment which might not perhaps come up to the
wishes and expectations of all the proprietors, but
he assured them it was the best that the directors
could obtain, and he advised them to adopt it . On
a former occasion he had told them he believed the
time would come when the company would be
enabled to declare a dividend for the original
shareholders. The accomplishment of that object
had been delayed hithertoby circumstances beyond
control-; he believed, however, that after the pre-
sent year the old proprietors would have had a
dividend, though some difficulties not yet. foreseen
might have arisen, and he could not tell what
might have been the effect of the competition and
other disadvantages to which the company was
exposed. However, after what ho had said of the
past condition of the company he had great satis-
faction in now being able to announce that 21 per
cent. was secured to the proprietors for the future.
In order to form some estimate of what that fact
was worth to them, they might compare their own
case with that of other companies whose property
was disposed of under the same security. The
Buckinghamshire Railway was leased to the Lon-
don and North Western Company at 4 per cent.,
and 'the Buckinghamshire Company's shares
were now at par. The Coventry and Nuneaton
Railway was leased at a 5 per cent rental, and its
shares stood at 121. Looking at their own :pro-
perty, then, the Chester and Holyhead proprietors
might calculate that their shares would. be worth
from 531 to 55, and this result, although it was
not all they had once hoped, was yet a great deal
more favourable than they could have ventured to
anticipate, during the trials and difficulties of the
last four or five years. -
The resolution having been seconded, questions
about some of the details of the agreement were
put by several of the shareholders, an were replied
to by the Chairman and other directors. With
reference to the arrears on the second preference
shares, it was stated that the London and North
Western Company are bound to pay all such arrears
up to the 31st December.
In the desultory conversation which ensued,
Mr. LEWIS and one or two other proprietora
expressed themselves as dissatisfied with the bar-,
gain, and urged that the prospects of traffic on this
line were too good to. justify its being thus disposed
of to the London and North Western Company.
The CHAIRMAN and his colleagues pointed to the
growing competition of the Milford Haven, Liver-
pool, Fleetwood, and Portpatrick routes, with the
Irish traffic via Holyhead, and.
The Hon. W. 0. STANLEY stated that the mail
contract just concluded upon an agreement to which
this company, the London and North Western, and
the City of Dublin Steamboat Company were par-
ties, involved conditions which this company could
only have performed by raising a large amount of
'additional capital, so that whatever might at pre-
sent be the earnings of this line, the directors had,
, lost nothing by consenting to-the guaranteed divi-1

dend being deferred till 1861, in consideration: of
being released from that and every other obligation.
Mr._ VALENTINE B. O'CONNOR and Mr. LAW-
RENCE also spoke in support of the agreement, the
latter gentlenian.remarking -that this company was
so closely tied up with the London and North
Western, who held a million of their stock,.that it
was of no avail to ask whether better terms might
not have been obtained elsewhere, if the Chester
and.liolyhead had not been a -perfectly indepen-
dent company.
An amendment moved by Mr. LEWIS, " That a
committee should be appointed to confer with the
direetOrs and endeavour to devise a more satisfac-
tory arrangement," was withdrawn, in compliance
with-the wish expressed by several proprietors, and
the resolution as moved by the Chairman-was then
carried -unanimously.
The CHAIRMAN said' this was the last time he
should appear :before the proprietors in that ca-
pacity, since the company was thenceforth amal-
gamated, practically, with the London and North-
Western. Looking back, however, to what had
been effected in the improvement of this company's
traffic during the last few years, he could not but
bear testimony to the valuable serviced of Mr. Man-
sell, the. secretary, and other officers .of the com-
pany. - He moved a vote
.of thanks, which was
seconded by the lion. A. Kinnaird, and pasSed
unanimously.
A vote of-thanki-to Sir S. M. Peto and the other
directors was also passed, and,• meeting
separated. , . . •

THE PHO7OGRAPHS FROM RAF-
FAELLE'S VAETOONS.*

The Cartoons of Raffaelle have not escaped the
usual fate of great works of art—to be more praised
than appreciated: Of the thousands who pass in
decorous file through the suite of rooms at Hamp-
ton Court, with that peculiar listless English
holiday-maker's gaze which seems to swallow
everything it falls upon with equal indifference—
from the drums. and musketoons of the guard-
chamber, or the Delf-dragons and beau pots of the
queen's. china-closet, to the heads of Holbein, the
Venuses of Titian,, or the Roman Triumph of ifan-
tegna—how many really feel, as they pass through
the singularly ill-lighted gallery which William
the Dutchman commissioned Wren to build for the
reception of the Cartoons, that they are in the
presence of some of the noblest desig.ns of the
greatest of painters ? Probably there is none of
that long series of rooms so quickly or so blankly
hurried through by 99 out of every 100 visitors as
the Cartoon Gallery ; and, after all, humble folk
may own the fact without Self-condemnation, for
has not Reynolds himself acknowledged that even
he found it a long and laborious discipline to.
acquire the taste by which alone the masterpieces
of the crowning epoch of Italian art can .be fairly
estimated? • Perhaps it was always so. •
Did Leo, when in
.1514 he gave Raffaelle the
commission for the designs of his Sistine tapestries,
think as much of the power of the cartoon as of the
splendour of the arras ? We are at liberty to doubt
it. The 11 designs 'cost him only 43 ducats, not a
fifth part of the price of a single hanging. When
the tapestries were finished and sent to the Vatican
no one thought of the cartoons. They seem to have
been left—slit, pricked, and abraded—just as they
had been cut from the canvas of the Flemish looms
in the cellars of the weaving-house, unvalued and
unclaimed. Not even the pious care of Bernard von
Ortey (who had superintended the execution of the
tapestries) reclaiMed the designs 'on the death of
his great master, a few months after the hangings
had been suspended for the first time in the Chapel
for the walls of which they were designed. The
were so hung on St. Stephen's day (December 16 ,
1519. On the 6th of April, 1520, the brain whic
had planned them was still—the hand which had
traced the original compositions, stiff and cold.
Perhaps the master himself, in the prodigality of
his power, thought little of these things—designed
and partly executed, it'is true, by himself but (in
the main), his only in thought and composition ;• in
handiwork;..thip. pupils', Franciso Penni, Giulio
Romano, and Giovanni.da Vdine, chief among them.
So lay the cartoons in the Flemish .weaver's
cellars—seven of them, at least—for one, "'The -
Stoning of St., Stephen," was in the possession of
Cardinal Grimani at Venice as early as 1520, and
three others (" The Conversion of St. Paul,"
" Paul in Prison at Philippi,"and" The. Coronation
of the. Virgin") had disappeared, no one knows how
or -when—till Rubens, in 1630, called the attention
of Charles I. to them, and they were bought by tho
King " for a high price." But they do not seem
to have been yet regarded as works of art, to be
hung and admired, even on their rough paper, in
their half-effaced distemper colours, with the marks
of the irreverent weaver's hands still upon them. It
was no doubt to serve as designs for tapestry that
Charles bought them; and when his collections came
to be sold (after what Dr. Waagen calls " his
lamentable death") the Cartoons were still (as we
learn from Vanderdoort's Catalogue) two of them
" in a slit deal case," and the other five in the hands
of Franz Cleyn, the painter of Rostock, then
employed as chief designer by Sir Francis Crane,
who had established tapestry works at Mortlake
some 30 years before, under the auspices of James
I. Cleyn had the cartoons by.him ti 111646 at least,
as we know from the date on his drawing from
" the.4nanias," and several sets of tapestry had
been woven from them in the interval between 1636
and the King's execution. Some of these may still
be seen, more or less complete, at old houses in
England. Petworth has some ; Burghley-house,
and Ford Abbey, in Devon, others. Whether a set
of the seven is anywhere to be seen together we
are not aware.

At the sale of Charles's pictures Cromwell
secured the cartoons to the nation for £3OO, whe-
ther because he contemplated the continuance of
tapestry works—though such vanities as arras
hangings could hardly.have been in strict Puritan
taste—or because he instinctively knew and re-
spected greatness in art.
It is remarkable that we owe to Cromwell and
William 111. respectively, the acquisition of the
cartoons for the nation and their preservation from
utter decay ; but in the interval between the two
they had a narrow escape. Charles 11. was on the
point of selling them to Louis XIV. It was all the
Lord Treasurer could do to save them from the
clutches of Barillon. Probably Danby found the
money they were to hate raised by some other
means.
William 111. found the cartoons apparently, still
in pieces, as the Mortlake tapestry weavers had left
them-7 He employed Henry Cooke—an indifferent
painter, who,. under Walton, had charge of the
Royal galleries—to piece the slips, to reline the
pieced sheets, and (mrserubile dictu) to restore their
colour. To Henry Cooke are probably owing some of
the most startling coarse work of the cartoons as we
now see them, not a little bad piecing of the slips,
and a great deal too much departure in portions of his
coloured restorings from the original contours, as
marked by the needle of the weaver when pricking
his outline preparatory to pouncing it on the canvas.
It was William, too, who directed Wren to design
and erect a gallery for the cartoons, the one they
now hang in. Wren is not the only great architect
who has built a picture gallery in which it is impos-
sible to see pictures. But this at Hampton
Court is probably one of the worst of the many
bad cases of this architectural achievement. The
light strikes just in front of five of the pictures,
and, to make matters worse, upwards instead of
downwards. At each extremity of the gallery hangs
a cartoon quite in shade. Any minute examination
of these works as now hung is perfectly impossible.
Something might be done to improve the lighting of
them, however, even where they are. If the De-
partment of Works, for instance, could venture to
block up all Wren's windows, and to open apertures
in the blank space now left between the window and
the ceiling, and at the same time to lower the car-
toons to the level of the eye, much that is now
altogether invisible would be brought to light, and
we might be enabled to judge better than we can
at present what may be Raffaelle's, and what Raf-
faelle's pupils', and what most certainly is neither
the one's nor the others'.
We do not propose to say anything hers of the
subjects or merits of the cartoons. Their subjects
are so well known, and their merits have been so
abundantly set forth, that the little our space would
enable us to say on either head would be very like
impertinence.
But the facts above mentioned as to the history
of the cartoons seemed worth recalling in a notice
of such a reproduction of them as only the scien-
tific- magic of our own day could have rendered pos-
sible. The cartoons, like the greatest works of
Raffaelle in the Stu= of the Vatican, have hitherto
been very inadequately engraved. From the
Miniature version of Grebelin, and the meagre and
mannered line engravings of Dorigny, which
employed that artist and his assistants nearly
-ee'ren years, and procured for him the honour of
knighthood in 1719, the inadequate mezzotints
of Simon and Kirkal, and the tame and man-

*Published by Messrs. Colnag,hi, Caldesi) and Dion
to
13, Pall-mall-east, London, _