The Sun.
London, England, 1850-08-16 00:00:00

A special meeting of this company was held yesterday
at the Bridge-house Hotel, London-bridge, for the put-
pose of considering the propriety of admitting the holders
of the No. 3 and 4 shares in the company to a participa-
tion in all dividends to be hereafter declared, including
the current half-year's dividend; Mr. J. Macgregor iu
the chair.
Mr. HERBERT, the secretary, read the advertisement
convening the meeting.
The CHAIRMAN commenced the proceedings by stating
that the Bill promoted in Parliament by the directors to
discontinue the payment of interest out of capital after
the 30th of June last on the No. 3 and 4 shares, and to
entitle them afterwards to participate in the general
dividend, was rejected by Parliament on the opposition
of a proprietor holding only No. 4 shares. The Bill
being rejected, and the whole of the capitals raised by
means of the No. 3 and 4 shares being exhausted, the
directors consulted eminent counsel as to the course the
company under the circumstances could legally pursue,
and the result was they advised that as the capital of the
No. 3 and 4 shares had been exhausted, the company
could not legally pay interest out of any other capital.
but that it would be fair and equitable for the body of
shareholders to admit the holders of No. 3 and 4 shares
to participate in the general dividend, including the cur-
rent half-year's dividend, without waiting for the com-
pletion of those lines for which those capitals were
created. They recommended that the measure should
be submitted to a general meeting of proprietors spe-
cially convened for the purpose. The directors unanimously
concurred in the views and advice of counsel, and they were
confident that the proprietors would give their sanction
to the measure.—(dear. bear.) The half-yearly meeting
would be held on the 19th of September next, at which
time the proposition would be again submitted for their
confirmation. By the adoption of this measure they
would place the whole property of the company on a
uniform and permanent basis, they would improve the
company's credit, and enhance the value of their stock.
He concluded by moving a resolution to the effect that
the holders of the No. 3 and 4 shares be admitted to
participate in the current dividend, and in all future di-
vidends of the company.
Mr. KENNARD seconded the resolution.
Mr. SWIFT said he had an amendment to propose,
that the resolution be not adopted, as the same would
tend to a breach of faith with this company, and there-
fore the shareholders can uo longer feel confidence in
their present chairman. The contract was entered into,
in 1847, with the holders of the No. 3 and 4 shares,
that they were to receive a dividend at a rate not
exceeding 5 per cent., until six months after the open-
ing of certain lines. Considering the litigation at
present pending, it was not clear to him when they
should have a dividend. Ho held a very large in.
terest in those shares, and if the resolution were car-
ried it would injure his property, and be very un-
just towards other proprietors. He then entered into a
statement of the proceedings he had adopted to oppose
the Bill in Parliament, promoted by the directors, for
the discontinuance of the payment of interest on the No.
3 and No. 4 shares. He also endeavoured to get a clause
inserted in the money -Bill for the continuation of the
payment of the 5 per cent, interest on the No. 3 and No.
4 shares, which he thought would meet the case. From
first to last he was defending his own personal interest
in the matter. Ho had told the directors in April last
that he would go on with his opposition to the Bills un-
less they came to such an agreement with him as would
place him in the same position in which he would be if
the Bills did not pass. In this proceeding he considered
that he was defending his own interest. In the month
of June his agent, Mr. Coates, and the agent of the com-
pany, Mr. Venables, met several times during ten days
up to the 23d of June, on the subject of a compromise;
but when it was, as he thought, on the point of being
settled, he received a letter from Mr. Freeman, the soli-
citor to the company, stating that it was not creditable to
prosecute such negotiations any further. He did not think
that it v% as possible to conduct the business of the company
in that way. He wished to avoid litigation, and to come to
an arrangement. The opposition went on in the House
of Lords with a view to obtain the continuance of the in-
terest on the No. 3 and 4 shares out of the new capital.
At length it was agreed that the parties should meet
Lord Redesdude to discuss the matter; Mr. Macgregor,
Mr. Coates, Mr. Venables, and himself were present,
and it was understood by Lord Redesdals, Mr. Coates,
and himself, that Mr. Macgregor on the part of the com-
pany, had agreed to ray up the interest on the No. 3
and 4 shares to the 31st of July, and to pay all the ex-
penses, amounting to about 1301. A long correspond-
ence subsequently ensued, which showed that some mis-
understanding existed, and he was quite at a loss to
know from that correspondence what the chairman con-
siders to be the agreement. He feared that this mode of
proceeding would have the effect of involving the com-
pany in eternal litigation.—(Hear, hear.) He contended
that the meeting could not settle the matter by passing
the resolution; he would object to it, and he had no
doubt it would lead to further litigation.
Mr. SMITH did hope that a committee of independent
shareholders would be appointed to consider the matter.
Mr. LEVY was anxious that every justice should be
done to the holders of the No. 3 and 4 shares. If a
promise was held out that the dividend should be paid
up to July on those shares, let it bo paid, and let the
company keep its engagements. Parties might have
bought the shares OH the faith that the interest would
have been continued up to July last.
Mr. LONGMORE did not consider the proceeding a
proper one which was referred to by Mr. Swift; it was
one which had for its object the protection of one share-
holder at the expense of the others. lie was surprised
that such a negotiation should have been entertained.
He thought it very desirable that litigation should be
avoided, and suggested that some amicable course should
he adopted to promote the general interests of the
company.—(Hear.) It appeared to him surprising that
with their large receipts per mile, approaching in
amount to those on the Great Western Railway, their
shares should be only 131. or 141. each. He concluded
by proposing an amendment, that a committee of the
No. 3 and 4 shareholders ba appointed to confer with
the directors as to the best mode of disposing of the
question, and that the meeting be adjourned to a certain
day to be named. He hoped that Mr. Swift would
withdraw his amendment.
The CHAIRMAN explained that the object of the
resolution was to consolidate the interests of the No.
3 and 4 shareholders, representing capital to the amount
of 3,653,7001., as well as of the interests of the No. 1
and No. 2 shareholders, representing capital to the
amount of 3,780,000/., together amounting to 7,433,700/.
Mr. G. SMITH said he thought it was very wrong to
set one set of shareholders against the other. They had
all embarked in ono undertaking, and he thought a com•
mittee should be appointed to report generally upon the
affairs of the company. He was quite certain this was
the only course to pursue, for if they went to a vote on
the question before them it would not end there. He
considered that the company had had enough of litiga-
tion already. He thought that the holders of the No. 3
and 4 shares owed a debt of gratitude to Mr. Swift.—
(Cries of "Question.")
The CHAIRMAN said that Mr. Swift was not a regis-
tered proprietor until the half-yearly meeting in March
last. The probable effect of Mr. Carlisle's injunction
would bo to delay the payment of the dividend about one
month. With regard to the law proceedings of the
Brighton Company, Mr. Barlow, their engineer, had
proved that there were no deviations in the works beyond
those authorised by Parliament, and he could satisfy the
Railway Commissioners on that head. There was no
doubt the objects of the Brighton Company,
would be defeated, and the South-Eastern Com-
pany have a verdict in their favour. With
regard to the want of confidence in him expressed by
Mr. Swift, he (the chairman) had only to say that ho
bad served the company faithfully for many years
and he was quite ready to give up his seat at the board
whenever they required it. He did not ask the share-
holders for sympathy or for confidence in his manage-
ment, because they had so often expressed it at former
meetings, but he asked them for protection against that
gentleman and those who acted with him.—(Great ap-
plause.) That gentleman had acted for his own sole ad-
vantage in the proceedings he had taken. He had
threatened a formidable opposition in Parliament to the
Bills promoted by the company, and considering the
great influence which that gentleman possessed, and the
consequences of such an opposition, the directors, as
trustees, were bound to consider any matter submitted
to them from such a quarter. As a landholder he was
looked upon as a common enemy, but, as a private indi-
vidual protecting his own interests, he succeeded in
interesting the Commissioners and other parties,
in his favour, and the consequence was the Bill was
thrown out. S‘ ith regard to the money Bill Mr. Swift
made a proposal to the effect that be would withdraw
his opposition if paid a certain sum of money.—(Great
disapprobation.) Ho (the Chairman) and the
board of directors rejected the proposal ; they
could not possibly entertain it. The whole matter
was detailed in the correspondence between them
and Mr. Swift, who had Lord Redesdale on his side, and
he (the Chairman) had Mr. Quilter and Mr. Freeman,
as to what took place at the conference alluded to by
Mr. Swift. With regard to the proposed appointment of
a committee, he thought they had better defer the con-
sideration of that question until the next meeting, on
the 19th of September, when the resolution ho had pro-
posed for their adoption would again be brought before