The Sun.
London, England, 1850-03-29 00:00:00

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[PRICE SD.

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resit t just and undeniable claims. They ct 'notercfilhoini: ditor a preference over another, and if Any. on
attempted to enforce his claims with the inac hinery of
the law, the attempt must be resisted, in .order to secure
a fair and equitable distribution of the moats of the
-company. To come, then, to a practical sAutiof iof their
difficulties, it appeared to him to be hardy likely this
an arrangement satisfactory to all parties could be
entered into by those who were perso pally in.
terested in any of the lines, and lie would
suggest that some disinterested party of in' hence and
station, and having no interest whatever in the dispute.
should be called in to act as an arbitrator bet ween all the
parties. If this plan did not succeed, then the matter
would become a very proper one for leghlative inter-
ference, and indeed there would be no' other alter-
native but to institute a Parliamentary investigation.
It was ridiculous fur debenture holders or guarantee
proprietors to think of enforcing their extreme rights, as
such a course of proceeding could only restltin further
loss to themselves, and utter ruin to the Caledonian
Railway, while, if the matter were fairly arid tempe-
rately treated, elements could be found which would ul.
tunwely yield a return to all parties. He eat down by
stating the simple fact that the Caledonian line pos-
sessed elements of a far greater traffic than it
already possessed, and all that was wanted wu increased accommodation for developing it, but, if some
of the threats of litigation which had been held out to
them were carried into effect, he very much feared that
the working stock would be so reduced that the traffic
must be abandoned altogether instead of increased.
Mr. Coecarnorts entered the following protest against
the proposal fur dealing with the guaranteed stock:—
" We, the undersigned members of the London com-
mittee of holders of • Caledonian Railway (Clydesdale
Junction) guaranteed shares,' for ourselves, and those
whom we represent, as well as for all those who may
adhere to us, hereby declare—
" Ist. That with reference to the directors' report we
by nu means acquiesce in, but, on the contrary, strongly
protest against, the adoption by the meeting of the
statements contained in it respecting the Clydesdale
Junction line and Clydesdale Junction guaranteed stock,
as well as the adoption of the leading principles on which
such report is founded.
" 2d. With reference to the resolution in which it is
proposed 'To empower the board of directors to nego-
tiate and enter into interim arrangements for such modi-
fication and reduction of the preferential and guaranteed
dividends as shall bring them within the limits of the
company's annual free revenue, pending application to
Parliament,' we do hereby protest against the basis
on which that negotiation is proposed, and although we
do not object to the directors being empowered to nego-
tiate, it must not be understood that we thereby assent,
either directly or impliedly, to any modification or re-
duction of the dividends deliberately guaranteed by the
Caledonian Company and sanctioned by Act of Parlia-
ment, nor to any application to Parliament for such mo-
dification or reduction.
" 3d. With .eference to the resolution in which it is
proposed, "That the expenses incurred by the London
committee of Caledonian shareholders be defrayed oat
of the company's funds,' we hereby protest against
the application cf the company's funds in payment of
expenses not being debts of the company, and especially
at a time when the Clydesdale dividends and other an.
doubted claims are due and undischarged.
" London, March 28, 1850."
(This protest was received with derisive cheers.) The
Hon. Gentleman assured the meeting that Parlia-
ment would never sanction the abandonment of the
guarantees upon a basis of force, but if the Caledonian
proprietary were prepared to make an amicable arrange-
ment, which should secure the interest of all parties, be
for one was not opposed to it. In that state of things
let the matter be referred to the Board of Trade, to
settle the principle and decide the basis upon which that
arrangement should be made. Before, however, they
could be in a position to go to the Board of Trade the
directors must reduce the working expenses, and intro-
duce economy into every department of the company.
Mr. DEAN insisted that the principle which ought to
actuate all parties interested in this concern was that of
cc-operation.
Mr. SMITH doubted whether the pressing liabilities
amounted to as much as 800,000/.
Mr. Ilocou, a preferential shareholder, thought the
best plan to go upon, now that the facts were before the
world, was that a deputation from all parties should be ap-
appointed to confer, with the directors on the present diffi-
culties of the concern.
Mr. Winnuats understood that the defunct direction
had purchased shares fur 359,0001. which were now net
worth 10,0001, and he called for some explanation on
that subject. Ile was for enforcing the parties to
refund.
Mr. Deputy CORNET was ready to join any other
shareholders in trying the right to recover. It was
quite clear that a good deal of the money borrowed on
the preference shares was raised by fraud; the late di-
rectors knew at the time that they never could fulfil the
terms of thecontract, and he therefore maintained that
the contract was invalid.
Mr. Illict reminded the meeting that the Chairman
had told them that the books of the company contained
proofs of the guarantees having been carried by means
of fictitious shares. Fraud, therefore, had been
practised by the late director;, and they ought to be
made amenable for their malpractices. Morally and
legally their shareholders were entitled to a thorough
investigation into these preferential and guarantee con-
tracts, and he called upon the meeting to support him in
de rounding it.
Mr. MACtiMICKAN gave the following results of the
earnings of the guarauteed lines:—.The Glasgow, Liam-
kirk, and Coatbridge line earned 51. 14e. 2d. per cent. per
annum; the Parliau.entary guarantee was g per cent.
The Wishaw and Oiliness earned Si. 13s. 7d. per cent.;
the Parliamentary guarantee was 10 per cent. The
Clydesdale Junction earned 3 Bths per cent. without
making any allowance for the use sit the rolling stock
of the lialedonien Company; the Parliamentary guaraniee
was 6 per cent.
In reply to a question,
The CHAIRMAN stated that since the present board
had come into office they had reduced the salaries by
3,0001. per annum. The contract fur maintenance of
ss ay was fur 12,000/. a year, and it had to run six years
yet. The directors were nut at all responsible for the
present accounts, as they were made up by the late
directors to the 31st of December lust.
The resolution for the adoption of the report was then
put and carried unanimously.
A resolution, confirming the forfeiture of 275 shares
upon which calls were in arreer, was then agreed to.
A resolution empowering the directors to negotiate
and conclude with parties or companies holding or
claiming guarantees any arrangements for a modifica-
tion or a reduction of twir preferential or guaranteed
dividends, was text proposed from the chair.
Mr. ALSTER moved as an amendment that three
shareholders be selected from :he three companies
named by Mr. Mackmickao, and a similar number from
the preference holders, to confer with the directors on
the subject of a reduction of their guarantees, with the
view of reducing them.
The CHAIRMAN had no objection to incorporate the
amendment with the oliginad resolution.
Mr. MORE suggested that the Barrhead line ought to
be included in the list.
Mr. Dueesonn protested against any reduction of the
71. per cent. in the 10/. preferential sharer, which were
issued at a time when the company was hard up for
money.
Several preferential shareholders, one of whom com-
plained that he had Lean duped into purchasing his
shares, dissented from this protest, and agreed to the
appointment of a committee to negotiate a compromise.
The CHAIRMAN stated that legal advice had been
taken on the subject of the preferential shares, and they
appeared to be perfectly legal.
A PROPRIETOR esked its what position the guarantees
stood as to priority.
The CHAIRMAN replied that they stood thus:—The
Garnkirk, the Clydesdale, the Greenock, the Preferential
Stock, the Wishaw, and the Barrhead.
Ultimately the resolution, modified as proposed by th
amendment, was put to the vote, and carried unani.
mously; after which, a resolution was passed, authorising
the directors to increase their number to ten, and Mr.
James Grey, of Portland-place, Cispton, was elected to
fill the office so created.
On the motion of Mr. DEAR, the directors were au-
thorised to defray the expenses to the extent of 400/. in-
curred by the London Central Committee of Caledonian
shareholders out of the funds of the company.
Mr. MORE, of Glasgow, was then elected auditor by
a show of hands, in opposition to Mr. C. Borthwick, of
Glasgow, proposed by Mr. Dean, and recommended by
the Chairman.
After some squabbling, a poll was demanded by Mr.
Dean, but Mr. Mure having, in dt ference to the opinion
of the board, declined to terve, the election was left open
till the next meeting.
A short discussion then took place on the motion to
the etfect,
" That the existing arrangements by which third-class
passengers are carried from Ediuburp.;ll and Glasgow to
London by the mail train ou Saturday evenings be dis-
cootinued, and that no systematic ur pre•determined
work be dune on the Sabbath-day on the Caledonian
Rails ay."

,/a/fi

The motion, however, was negatived, and thanks
having been voted to the Chairman, the meeting termi-
nated atter a sitting of upaards of four hours and a half.

1850.
The following is the House List of Governors and
Directors of the Bank of England for the year ensuing:
FOR GOVERNORS.
Hem y James Prescott, Esq., Governor.
Thomson ilenkey, jun., Esq., Deputy-Governor.
FOR DIRECTOR&
llonry Hulse Berens, Esq. Alfred Latham, Esq.
Arthur Edwd. Campbell, Esq Jame Blaleolmson, Esq.
Edward Henry Chapman, Esq, James Morris, Esq.
William Cotton, Esq. Sheffield Neave, Lscl•
Bonamy Dobree, Esq. George Warde Norman, Esq.
Charles Pascoe Grentell, Esq. John Horsley Palmer, &q.
John Oliver Hanson, Esq. Sir John Henry Pelly„ Bart.
John Benjamin Heath, Esq. William Thompson, EN. Ald.
Kirkman Daniel Hodgson, Esq Thomas Tooke, jun. Esq.
Henry Lancelot Holland, Esq. *Robert 11igram Crawford,
John Gellibrand Hub Lard, E. Esq.
Thomas Newman Hunt, Esq.sq *Benjamin Buck Greene, Esq.
Charles Frederick Huth, Esq.
N.B.—The gentlemen against whose names an asterisk is
placed, are new candidates for the direction. The election
for Governor and Deputy-Government will be held at the
Bank, on Tuesday the 9th April, and tor Directors on Wed-
nesday the 10th April, from ten o'clock in the forenoon till
four in the afternoon.

MANCHESTER TRADE REPORT, MARCH2B.•—•There
is no change in the goods market since Tuesday. There is
a great difficulty experienced in effecting sales, even small
quantities. Prices are still irregular, and the downward
tendency is still predominant. Domestics %may be pur
chased on advantageous terms, holders manife.stihg increased
anxiety for business. There is a slight decline in the price
of printing cloths. The demand for 36-inch 'hidings is
limited, but prices are maintained with moderate firmness
The yarn market is quiet,And Tuesday's prices ars-birdly
itippurted•