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

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 Westez n
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 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 al/
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.
"'2. The interest trent time to time parable-in
respect of the debenture . debt, not ‘e.eeeding
4092481 ls., commencing from Ist anuary,
1859..
"3. The dividend on the first preferen shares-
issued, not exceeding £630,000, and on t second
preference shares issued, not exceeding £269,075
10s., commencing. froze 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. -10 d. (estimated at
£289,890 ss. 10d.) as bears interest, being. the
amount of liabilities set forth in the approximate
Statement of assets and liabilities en 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. Iod., which arc to belOng to,
the London and North Western Company.
" 5. For the year 1861, the sum of £ll,OOO.
" 6. For the year.lB62, the sum of £22,000.
" 7. For the year 1863 and thereafter itx 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
halLyear 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 Moonsom seconded the resolution. •
Mr. BILLING said, representing as he did a large
amount of share capital held upon trust, he e-on-
fessed the scheme appeared to him to be one of a
similar., nature to the arrangements made with the
Trent Valle3r—viz., that of overpaying for every
loop and branch connected with the North Western

policy which had had the effect. of bringing
down the dividends from 10 to 41 per cent., and
which if persisted in would result in their getting no
dividendat 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 vas not the case.
-The CHAIRMAN—Yes. •
Mr. BILLING continued—Even the interest on
the preference shares had not always been paid. In
the itbsenie of fuller information the proposed step
appeaied 'him- frill •of hazard-r--240-0-- the new-
postal arrangements, it must be borne in mind that
of late years the post-office authorities bad 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 benefited by this amalgama-
tion, but he feared that 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 £11,000,000; by and by there would
be a sort of Encumbered Estatep 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- the noble marquis would give them some
reasons for supposing that the proposed arrange-
ment would be beneficial to that company. He
concluded by movins that the consideration of the
subject should he 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 expects-
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 annum in
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. DE 'N 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 theni 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 firstinstance, as
the effect had been to elicit the views and objections
of the proprietors. As,however, 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 stock, and that the present half
year's earnings, so far as they could be estimated,
showed that they, would now be able to clear off the
o4urtrheen:e gerest. They
d preference
remainderstock,
besides o f "pt ha ey
ing arrearsthe
c

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 the first and second preference
stocks ; and, fourthly, the interest on the liabili-
ties which were estimated to amount to £289,890.
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 conie.= to the
conclusion that it was desirable to recommend the
proprietors to sanction this agreement, not as a
gold 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 Holyhead 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 toss
was, that with thelarge stake which they had in the
Chester and Holyhead line, it was most important -
that they Should have control over its management,
and. that another company should not be able to
saddle them with expenses or dip into their pciekets
(Cheers.) ~.
In reply to Mr. Dickinson,
The CHAIRMAN said there was a small arrear still
due on the secondpreference stock; but it appeared
from estimates made by their own officers that the
trade of the cuiTeut ha*year would suffice for. the
discharge of that arrear as well as other liabilities,
-and would leave a small surplus.
Mr. MORGAN still thought it desirable that there
should be an adjournment.
Mr. RYLEY could see no advantage in adjourning
the chairman's explanations being ample and satis-
factory. . .. . - , — .
- - A -SITAREIroiDER wished to know whether Mr.
Raleywas not a Chester and Holyheadihateholder.
Mr. RYLET said he had not a sixpence invested
in-the Chester and Holyhead line. .
'The atnendment 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
carriedlTU to 33.- • :• •
The CirkitmAN observed that under the terms of
:.the act of Parliament it was,neeessary that. there
should besi poll. 1
A poll then took 'place, and at- half-past 2, after
the lapserofabout an hour,e the result-was announced I.—Por the chairman's resolution, approving of the
agreement, there were 103 proprietors, renresentin
.X 1,080,666 stock and 3,717 votes; against it, 18
proprietors, representing £58,352 stock and 200
votes.

A vote of thanks was given to the chairman, and
-the 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
arulfpr the amalgamation of this company
with the. London and North Western Railway
'Company."'- The chair was talon 13j, gir M. Peto,
chairman of-the board of directors.

The &Hefter first read the agreeme-nt 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 one-
, tion.and approve this agreement, •and authorise the
seal of the company 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 NV AB in arrear,
it would.not be better for them to feereclose and
hold the concern for themselves. Stith 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 liabilities were pressing on
the company—a cause of the greatest anxiety.
He and his brother directors were 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 the chair, just been refused,
and a bill promoted by this company suing in
forma pauperis for an arrangement with the Loa-
don and North Western, had just 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 thedfirst 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 hitherto by 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 he had said of the
past condition of the' company he had great satis-
faction in now being_able.ta announce that 21 per
oonfo--with Seettra- 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 Ethe 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 53:1 t 0.55, 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, and 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 proprietors
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 dispoked
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 Portpatriek 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. direCtots had
lost nothing by consenting to the guaranteed divi-