The Sun.
London, England, 1850-02-06 00:00:00

ITALY,

A letter from Rome of the 24th ult. represents the
state of the city under the present system of priestly
misrule as lamentable in the extreme, and full of dan-
ger for the peace of Europe. The Cardinal trium-
virate has sent into exile a fourth part of the popula-
tion of the city, and in order to render the Romans
obedient to the priestly G3vernment, one-half of the
remaining population must be sent into exile before
the foreign troops are withdrawn ; the greatest hatred
is felt towards the Papal Government, and the Ro-
mans would welcome any deliverer who would relieve
them from priestly thraldom. The POPE can only
rule in Rome as the restored of the foreigner, and his
presence there will be felt by the Roman people as a
badge of national thraldom, a trophy of foreign conquest.

In the first place, I must admit that I was in the house
fit the time in question, but that I was there for gam-
bling purposes, or ever visited the said house for such,l
do most unqualifiidly deny. The only object cf my visit
was to obtain payment from the proprietor of the house
is question for wine supplied by me, and fir whose re-
turn I was waiting at the time the police entered, having
been previously informed that if I called any evening
the account w:;uld be ptdd, and which circumstances I
was prepared to prove before the magistrate, but as the
matter of investigation remained undecided upon tech-
nical objections taken by Mr. Clarkson, who appeared
ilr some of the parties, I had no opportunity of vindi-
cating myself, although I appeared for that purpose with
my solicitor.
I cannot help obser►ing that it seems most extraordi-
nary that my address and business should have been so
prominently put forth, as no other person's address is
giver.

I made no secret of my name and address, but others',
as you admit, must have given fictitious names.
I trust you will give insertion to this letter u the
least you can do to efface the impression which your
version of the affair must have made upon the public
mind in reference to myself.

As to the legality of the proceedings adopted by the
police, on behalf of myself I inten.d to submit to another
tribunal.—l remain, Sir, your obedient Fervent,

MORRICE LEVY.
25, NotfAk•street, Strand, Feb. 5, 1850.

COURT CIRCULAR.
WINDSOR, TUESDAY.
The Queen held a Privy Council at one o'clock this
afternoon. It was attended by his Royal Highness
Prince Albert, the Marquis c f Lansdowne, Lord Presi-
dent; the Earl cf Mint°, Lord Privy Seal; Lord John
Russell, First Lord of the Treasury ; Earl Grey, Secre-
tary cf State for the Colonies; Lord Campbell, Chan-
cellor of the Duchy of Lancaster; the Marquis of Clan-
ricarde, Postmaster-General; the Earl of Carlisle, Chief
Commissioner of the Woods and Forests; the Right
Hon. kidenry Labouchere, President cf the Board of
Trade; the Right Hon. Fox Maule, Secretary at War;
and th Marquis of Breadalbane, Lord Chamberlain.
At V. Council her Majesty pricked the list of Sheriffs
for the different counties of England and Wales, during
the present year.
The Hon. William Bathurst was the Clerk of the
Council in Waiting.
At the Court the Marquis of Lansdowne had an
audience of the Queen.

- .
The Right Hon. IA illtsm Sebright LascQlles, Comp-
troller of her Majesty's Household, had an audience of
the Queen, and presented to her Majesty the Address
from the House of Common!.

After partaking of luncheon at the Castle, Lord John
Russell, the Marquis of Lansdowne, the Marquis of Clan-
ricarde, the Earl of Minto, the Marquis of Breadalbane,
Earl Grey, the Earl of Carlisle Lord Campbell. the
Right Hon. H. Libouchero, the Right Hon. Fox Manic,
the Right Hon. W. S. LaseelleF, and the lion. W. Ba-
thurst, took their departure for the station of the Greal
Western Railway, and returned to town by a special trair.
The Queen and Prince Albert walked this morning in
the Slopes and Windsor Park.
The Royal Family to( k their usual airings.

The royal dinner party this evening included her
Royal Highness the Duchess of Kent, his Serene High-
ness Prince Edward of Saxe-Weimar, Lady Faulty
Howard, and Baroness do Speth.
Her Maji stfs private band attended after dinner in
the Castle.

tne Ma-quis of Oravalde has relieved Lola CamoyB
in his doties as Lord in Waitinei c, b the Queen. ColoColonelHon. A. N. Hood has relieved Major-General Sir Fre-
dctick Stovin in his dutlei as Groom in Waiting to her
AllAjetty.

The lion. William Ashley had an interview with the
Chancellor of the Exchequer yesterday. Mr. Tidd
Pratt had also an interview with the Right Ron• Ba-
ronet yesterday, at his cfficial residence in DowninL-
street.
Mr. Power, M.P. (Cork!, had an interview with Sir
George Grey yesterday, at the Home-office.

FIRE IN WATLING-STREET.—Yesterday afternoon
a fire br,,ke out in the large range cf premises belong-
ing to Messrs. Smith and Sons, the wholesale furriete,
No. 10, Watling-street, City. For nearly a month,
workmen have been employed in de basement, putting
down an asphalt; pavement, to protect the place from
the ravages cf rats and damp. During the whole of this
period, firemen belonging to the chief brigade station
,t, to
however, protect
have been in a tendance both night attnftde:dnaoyon
the beat from usedthufrnseapea:fe,uaorinfunetcimewseatisl
deposited.
fl 1 1 fno fumes
s ,were melting
e property
Te
ehwret
oyetherkuc
..
the premises from fire. Yesterday
asphal te set some
ituotawriidooo.nfidoie(nn,rtbhwreiacrksesahmoi nuesteh,tev.c,hheimrenery
pon fire.
and
ysii
rnfttralhoonit‘uh- esetrahynegdbrstpo.
setting the small portSabreleetonperomtoptlwyoarkt:
thete at-
tended, d
firee d ,
awnadsbeyxtinguished speedily, the damage done
being very trifling.
ACCIDENT FROM GUNPOWDER.— Yesterday morning
a boy about eight years cf age was taken to King's Co.-
lege Hospital, so injured as to be without hope of re-
covery, The child had been amusing himself by playing
with gunpowder. The neighbours, on bearing the boy
scream went into the room, which was filled with smoke,
in one corner of p filch lly the little sufferer on the
ground, burnt most frightfully about the face, bands,
and arms. Ills clothes were nearly all destroyed. The
parents were absent from home at the time.
The Whittington Club held, yesterday evening,
the first (this year) of a aeries of assemblies, for the
saltatory entertainment of the members and their friends.
A large party assembled accordingly in the capacious
rooms cf the institutioe, and dancing was kept up, to an
excellent band, with great animation, till past two o'clock
this morning

CALEDONIAN' RAILWAY.
An extraordinary general meeting of the shareholders
of the Caledonian Railway Company was held at the
Freemasons' Tavern, Great Queen-street, yesterday,
for the following purposes :—To receive the rep?rt of the
committee of investigation, to take into consideration
the recommendations contained therein, and to come to
such resolutions thereon as may be thought fit; to
consider and decide as to a proposal fur entering inte
a contract with Thomas Brassey, Esq., of London,
for working the whole traffic cf the Caledonian Railway
and its branches ; and, if the same shall be approved or,
to decide as to the terms and conditions of the contract,
and as to the securities to be given and taken fur the due
performance thereof; as also for authorising a sale to
the contractor, on terms to be submitted to the meeting,
of the whole, or part of, the working plant or rolling
stock of engines, carriages, waggons, &c., with their
appurtenances, belonging to the company; and to au-
thorise all necessary deeds and contracts to be entered
into for carrying into effect the resolutions of the meet-
ing; and to approve or disaprove, in whole or in part, of
the drafts of such deeds or documents as shall be laid be-
fore the meeting: to consider the following Bills, affecting
the company, which have been introduced into Parliament,
and to give such instructions in reference thereto as may
be thought expedient: (1.) A Bill introduced by the Lon-
don Central Committee, intittiled, "A Bill to repeal,
alter, and amend certain Provisions of the Caledonian
Railway (Wishaw and Coltness Railway purchase) Act,
1849." (2.) A Bill introduced by the London Central
Committee, intituled, " A Bill to repeal, alter, and
amend certain Provisions of the Caledonian Railway
(Glasgow, Barrhead, and Neilaton Direct Railway Lease)
Act, 1849." (3.) A Bill introduced by the Wishaw and
Coltness Railway Company, intituled, " A (proposed)
Bill for amending the Acts relating to the Wishaw
and Coltness Railway." (4.) A Bill introduced
by the Edinburgh and Glasgow Railway Company,
" A (proposed) Bill to amalgamate the Cale-
donian and Edinburgh and Glasgow Railway Compa-
nies." (5.) A Bill introduced by the Scottish Central
Railway Company, intituled, " A Bill to enable the Scot-
tish Central Railway Company to Lease their undertak-
ing.to the Caledonian, Lancaster and Carlisle, and Lon-
don and North-Western Railway Companies." (6.) A
Bill introduced by the Dundee, and Perth, and Aberdeen
Railway Junction Railway Company, intituled, " A Bill
to effectuate the Leese and Transfer of the Dundee, and
Perth, and Aberdeen Railway Junction, the Dundee and
Arbroath, and Dundee and Newtyle Railways, to the
Caledonian Railway Company :" to authorise the
raising of the sum of 66,600/., under the powers
conferred by the Caledonian Railway (Edinburgh
Station and Branches) Act, 1847 : to consider
and decide as to the appointment of a committee
of shareholders, to co-operate and advise with the di-
rectors, during this session of Parliament:—(l.) In
relation to the Parliamentary business which may arise
in carrying out or opposing all, or any part of the
above Bills, and such other Parliamentary business as
may arise during the ensuing session of Parliament.
(2.) For the purpose of negotiating a reduction of the
Guaranteed Dividends. (3.) For the purpose of nego-
tiating with the Directors of the Edinburgh and Glas-
gow Railway Company as to the amalgamation of the two
companies; and (4.) with regard to any extraordinary
business which may occur, in relation to the affairs of
the. company; and to provide for the expenses of such
committee.

The following addresi by the directors was circulated
in the room:—

"Although the report of the committee of investiga-
tion has been now several weeks befire the shareholders,
the,directors have refrained from offering any remarks
upon it, not because they were prepared to aimit the
justice of the strictures which it contained a 3 to the past
management, but baeause they heartily acquiesced in
the sentiments expressed by the committee, that it is
essential to the prosperity of the company that an end
should be put to the dissensions which have so lung and
so unfortunately prevailed, and that an endeavour should
be made to secure entire harmony I), t.veen the share-
holders and the executive of the company.
't In the same spirit the directors propose, in their
present address' to limit their observations to the matters
requiring to bedecided at the general me tang of the
cothpany, according to the terms of the prefixed notice.
They deprecate' the revival of discussions which would
only tend to prolong the dissensions which have cf late
unhappily prevailed among the proprietors, even though
persuaded, as they are, that their past actings have been
visited with unmerit d censure. Iu so far as relates to
their bona fides in effecting the share purchases, the
committee have reported tba; they are of opinion that
the directors entered into them bona fide for the purpose
of serving the interests of the Caledonian Railway Com-
pany, not for their own- personal advantage, and that
they have derived no benefit whatever from those
transactions.'

" The points embraced in the notice will be save' t:d
to in their order.

"I. As regards the reception and consideration cif the
report, and the suggestions made by the Committee of
Investigation, the directors have had several conferences
with a deputation from the committee of London share-
holders (of which the Honourable Captain Plunkett,
R.N., is the chairman), and finding it to be the wish of
a large body of their constituents that the shareholders
should have it in their power to effect an immediate
change of management, they have agreed at
once to place their seats at the disposal of the
shareholders, instead of retiring under the authority of
an Act of Parliament, as proposed in the report of the
Committee of Investigation, which probably could not be
obtained for a year at soonest. With the view of car-
rying this arrangement into effect, tte following reso-
lutions have been adjusted, and both parties have
agreed to recommend them for adoption by the share-
holders at ensuing meeting :

" RESOLUTIOSfB TO BB PROPOSED UNDER THE FIRST

HEAD •OF THE NOTICE.

" 1. That the Report of the Committee of Investi-
gation, which has been circulated among the share-
holders, and is now laid before the meeting, be received.
" I. That the company shall not make any demand
against the present or former directors in respect of the
sum of 289,175/. 14g. 3d (or of any interest thereon),
expended in the purchase cf shares in the following
railway companies, and payment of calls thereon, viz.:—
Glasgow. Barrhead, and Neilaton Direct £49,020 9 2
Scottish Midland Junction 2, ... 195,656 15 10

WilsontOwn,Morningside, and Coltness
Scottish Central ... ... ...
Dundee and Arbroath ... ... ...

3,189 6 11
35,198 12 4
5,110 10 0

£288,175 14 3

" ' And the shares of these companies so purchased
shall be held in trust for the Caledonian Railway Com-
pany till an Act of Parliament authorising the company
to hold them be obtained, or till the same be otherwise
disposed of.
" 3. That in like manner the company shall not
make any demand against the present or former directors
in respect of the sum of 136,901/. 4s. id., expended in
the purchase of shares in the following railway compa-
nies, and payment of calls and interest thereon:—
Glasgow, Kilmarnock, and Ardrosaan £62,516 19 8
Caledonian and Dumbarton ... ... 18,421 9 6
Dundee and Perth and Dundee and
Arbroath

38,000 0 0

Interist therein

.£118,938 9 2
17,962 14 11

£136,901 4 1
" But the company may disclaim all concern what-
evir with those shares, or any propsrty therein.
" 4. That an Act of Parliament be applied for by
the company in the session of 18:;1, or sooner if possible,
for the purpose of obta'ning such legislative sanction as
may be necessary to the due carrying out of the fore-
going resolutions, and, if the said application shall be
unsuccessful from any cause whatever, the same shall be
renewed during the next ensuing session of Parliament;
and, until such Act he obtained, the company shalt de-
f nd the present and former directors against any actions
brought, or to be brought, against them in respect of the
above shares adopted by the company, or money ex-
pended on account of the shares specified in the above
resolutions. _ _ .

" '5. That the number of directors be now reduce
to nine, and that the directors ba now requested to
point the following gentlemen as their successors in
office.

" N.B.—To be filled up with the names to Ee sug-
gested by the shareholilers at the general meeting.'
" The directors .have not yet received from the com-
mittee a list of the names of the gentlemen to be prc-
posed as their successors in office. They, however, pre-
sume that such a list will be circulated by the com-
mittee among the shareholders before the sth instant, in
order to enable them to form an opinion as to the
eligibility of the parties proposed for the office.
" 11. The second head of the notice relates to a pro-
posal for entering into arrangements with Mr. Brassey
for working the line under a contract, and for an ad-
vance by him to the company of 250,0001. upon a sale
to him of .the working plant. Drafts of the proposed
working contract, and deed of sale of the plant, and a
deed of trust relating to a deposit of 20,0001, required
by the contractor, as a, security for the punctual payment
the line, will be laid before
of the expense of working
t he meeting.
" The terms on which it i 3. proposed that Mr. Brassey
shall work the line are contained in the following extract
from the draft of the contract:—
" The prices for the faest 23,090 miles run per week,
to be paid by the' company
to tee
_contraetor for pas
sehger trains, shall be as follow::—Toot is to sae, Ist,
for each locomotive engine drawing eleven, or any less
number of passenger carriages and waggons, trucks, or
other vehicles, is. 913. per Mile, and for each locomo-
tive engine drawing goods or cattle waggons, trucks,
or other vehicles loaded up to 130 toes, le. 2;d. per
mile. But it is prOviCed, that rr each and every
mile run after the lit 2000 miles, the price shall Le
'educed from ls. 3 d, per mile as above, to Is. per mile.
2d, The charges for the use Of each carriage, being a
first-class carriage, shall be at the rate of ore halfpenny
for each mile run ; and the charges for the use of
each carriage, being a second or third-clais carriage, in-
ciedlng therein vans, trucke, and horse-boxes of all
kinds, shall be at the rate of three-eighth parts of a
penny for each mile rune and the charge f r the use cf
waggon, cf all sin and descriptiote, shall be at
the rate of one farthing for each mile run. 3d, If in
any of the above rates there shall be a fraction of a
quarter of a mile run, such fraction strait be deemed a
quarter of a mile, and paid for accordingly. 4th, In re-
ef special trains, the prices shall be double the
com-
a sum Of 103. per..houor,foardola.yfosrhaalni
1017ecg'ioingp.rice; respectively, with a right to the
pany toload back; and
entite day, and 105. per hour for a portenn
be paid, in respect of every special engine and train
ordered, whether used or not,
until such order is counter-
manded. sth, The company shall, duly and punctually,
et each week's end, pay the contractor the prices afore-
said, it being hereby admitted and agreed, that, in this
respect, time is of the essence of this contract' _ _ _

" Ii the arrangement ;vil Mr. Brassey should be
auctioned by the'sharehld,:rs, the present board riQuld

not be the parties to carry it out; but they do not cot-
Sider the t this relieves them from the duty of stating em-
phatically the opinion which they entertain, not only as
t) the expediency, but as
.to the absolute necessity of
entering into the contract.
"As a difference of opinion existed ha, xeen the Lon-
don deputation and the board on this subject, it was ar-
ranged that it should remain an open question for the
consideration of the shareholders, both parties being en-
titled to advocate such course as they migLt think most
advantageous for the interests of the company.
" The floating debt of the company, a; stated in the
committee's report, amounts to 670,7441., of which about
two-thirds is secured or already provided for. The sum,
therefore, to be received from Mr. Brassey, together
with that proposed to be raised at the ensuing meeting
under the unexhausted borrowing powers, is fully suffi-
cient to cover the unsecured portion of the floating debt.
"The directors areof opinion that by such an arrange-
ment alone can the floating liabilities of the company
be at present provided for, and taking into account that
Mr. Brassey could not be expected to take less than 5
per cent. on the advance which he is to make in pur-
chasing plant (which is equivalent to lid. per mile on
the stipulated mileage), the directors are advised that
the terms are as moerate as any contract of the sort
which has as yet been entered into.
" The directors are quite aware that contracts of this
description are as yet but experiments, their value as
practical retrenchments not having been properly tested
by experience, unless, perhaps, in the case of the Lan-
caster and Carlisle Railway, which has been success-
fully worked since its commencement under a similar
contract. _ _

" The arrangement will enable the new board to dis-
pense with the large establishment which is at present
necessary for the repair of the plant, and the working
expenses will be capable of nearly exact ascertainment,
instead of being undefined and variable.
"The proposed arrangement, if carried out, will afford
to the debenture holders complete security for the due
and continuous working of the line, and so enhance the
value of their preferable security over the revenue.
" In this point of view, the arrangement will be equally
advantageous to the shareholders of the Garnkirk,
Wishaw, and Clydesdale Junction Lines, and to the
holders of the 101. preference shares.
"But the leading advantage which it holds out is, that
it will at once re-establish the credit of the company,
and effect a great and immediate saving of interest, by
putting an end to the cost of discounting and renewing
bills. The sum proposed to be borrowed is sufficient to
cover the unsecured floating debt of the company, and
to enable those in the managemement of the line to pay
off the whole of this class of debts, so far as they are not
already provided for, or otherwise secured.
" The directors have taken . the advice of eminent
counsel as ta the legality of the transaction, and they
are assured that no difficulty exists in this respect.
They have also provided for the contingency of the com-
pany becoming desirous of putting an end to the con-
tract, either in consequence of its turning out too ex-
pensive, or by their being enabled to raise money at a
lower rate of interest. It has accordingly been provided,
that although the contract is to endure for seven years,
the company shall have the option of terminating it at
the end of a year by paying 10,000/. to Mr. Brassoy; or,
at the end of each succeeding year, by paying a
proportional part of this sum. Due care has also been
taken to secure to the company, at the same price, on
the expiration of the contract, either at the end of the
seven years or at any intermediate period, delivery of
equally valuable and efficient plant.
" The revenue of the line, if not in a perfectly satisfac-
tory state, is at all events in course of very rapid in-
crease, the receipts of the past half-year having consi-
derably exceeded the estimate given by the directors,
in the report offered to the half-yearly met ting in Sep-
tember. The works aro all but completed—the line
itself in a most eflicient state—so that, by providing in
the manner now proposed for payment cf the unsecured
floating debt, the affairs of the ccmpny may be carried
on without embarrassment.

" Under these circumstance;, and with proper restric-
tions and conditions guarding the interests of the com-
pany, the directors, had they remained in the executive,
would have had no hesitation in recommending the
shareholders to adopt the arrangement; and they feel so
strongly on the subject, that they consider it to be their
duty to oxp:ess this as their parting advice to the share-
holden.. although it would have been much more agree-
able to them to have left the whole queztion in the hands
of their successors. '

"Unless this transaction shall be gone into, it appears
to the directors that the credit of tLe company will be
utterly paralysed. A scheme which has been suggested,
of allowing the floating debts to stand over unprovidel
for, to be paid out of revenue during the next two or
three years, after satisfying working expenses, deben-
ture interest, and guaranteed rents, is totally im-
practicable, and could not be acceded to by the creditors
of the company, even if they were willing to do
so. Most of these floating debts are br furnish-
ings to the company, under the heads of plant,
stores, rails, chairs, coke, &c., and most of the creditors
hold short-dated bills, generally of small amount, which
have been discounted at Banks, and so a! o not under the
control of the parties from whom the goods were pur-
chased. These parties would, therefore, have no alter-
native but to sue the company, and enforce payment by
following out the usual measures of recovery. The
company, therefore, would at once become involved in a
multiplicity of harassing and expensive legal proceed-
ings, if any other course is followed than an immediate
provision U>r this floating debt.
"111. With regard to the Bills specified in article 3d
of the notice, it was agreed between the London com-
mittee :and the directors, that the former should be at
liberty to follow such course as they pleased, the direc-
tors being desirous that the meeting should deal with
each Billl as may be thought proper. It is probable
that the committee will in their address inform the
shareholders of the course they intend to pursue and
recommend for their adoption in relation to each Bill.
" IV. The next matter to be submitted to the meeting
is the following resolution applicable to the fourth head
of the notice, viz.:—
" ' That the directors be authorised to raise, on de-
bentures or mortgages, the sum of 66,000 L, under the
powers conferred by the Caledonian Railway (Edinburgh
Station and Branches) Act, 1847.'
" These are required to cover a part of the floating
debt, which will thus be to that extent provided for.
"V. The directors do not know whether the proposal
by the London committee of moving for the appointment
of a committee of consultation, has been abandoned or
not."

Mr. J. J. H. JOHNSTONE, M.P., Chairman of the
Board of Directors, occupied the chair, but the Hon.
Gentleman did not enter the meeting till long after the
hour for which it had been convened. The delay, how-
ever, was explained by Mr. Hodgson Ilinde, who in-
formed the proprietors that their chairman was holding
a conference with Captain Plunkett, the chairman of
the London Central Committee of Shareholders, on a
matter of considerable importance to the company.
The CHAIRMAN, shortly after thin announcement, took
the chair, and called upon the secretary to read the ad-
vertisement summoning the meeting, which having been
done,
The CHAIRMAN proceedel to address the proprietors,
commencing with an explanation of the circumstances
which had led the directors to tender their resignation.
After the report of the committee cf shareholders, the
directors put themselves at once in communication with
the London central committee, and accordingly one of
their body was appointed to wait upon them and solicit
their attendance in Edinburgh with the view ofnegotiating
a settlement of the differences which had arisen between
the directors and the shareholders. In reply to this in-
timation, Captain Plunkett and some of his friends re-
paired to Edinburgh, but in the first instance that
gentleman proposed that a certain number of Scotch
directors should retire to make way for parties who
should more directly represent the interest of the
London shareholders ; but as the proposal was
hampered with the condition that the new
directors should have the entire romagemer t and con-
troul of the line, the directors thought it more dignified,
as far as they were concerned themselves, and more
just to those proprietors who still reposed confidence in
them, that they should resign rather than
accept the proposal.—(Hear, hear.) Now, with
regard to the guarantees and other transactions
which the directors had entered into, and
which had recently given rise to so much discontent,
it should be remembered that they were catered into in
a bona fide manner at a time wLea Parliament was
almost as mad upon railway matters as the public,
and seeing that it was utterly impossible that the money
which had been expended could ever be recovered
in the mode that had peen suggested, it was much
better that the company should act an honourable part
and endeavour to get out of their difficulties in another
way. He admitted that the directors had taken money
out of capital to apply to the purposes of revenue, but
had they remained is power it was their intention to
have rettored the money which had been abstracted
from capital by the sale of property which at
the time could not be diFpoFe 1 of wit'i advantage.—
(Hear, hear.) The shareholders would perceive by the
report that they had beer cal!ei together, amongst other
things, to consider a contract which had been
Proposed to Mr. Brassey ; and he had to inform
them that it was not intended to submit
that question to this meeting. It had been proposed to
sell the whole of their robing st vie to Mr. Brassey,
and to hand the line over to that gentleman to be worked
by him under a contract. Mr. Brassey, however, de-
clined to go 'on with the negotiation, and it
must, therefore, fall to the ground. —(Hear, hear.)
lie had now simply to urge upon the meeting the neces-
sity of discussing the questions raised by the report in a
calm and dispassionate manner, and with the expression
of that hope he would conclude by moving the first reso-
lution detailed in the report.

Mr. CRAM, the chairman of the Committee of
titres tiL a tion, entered it, to a defence cf the
repot t ma le by that committee, and in_
slated that its moderation had been admitted
and admitel by all parties. They Lai suggested a
compromise of the matter, in di<=pute between the share-
hoiden and the directors, and with what justice they
had made that suggestion was f.A. the shareholders to
determine.-r-(Hear,lear.) With regard to the Barr-
heal and Neiliton Bill, the directors had acted with
so much want of judgment in the matter, in with-
drawing the measure, and then reviving it with-
out tho sanction of the propri€torr, that they
could not pass it over without censure, and if any further
gipanations were required on the shareholders' report,
rir was quite ready to give it.—(llear, her.)
Mr. liALL, a Urge proprietor in the Clydesdale Junc-
tion Line, protested against the legality of the meeting,
on Leholf of his own body, and delivered in a formal
protest.

- Captain PLUNKETT had investigated the whole of tho
attars of this concern, and ho was sorry t) find that after
payment • of the gu4rantees and pref,.rence shares, no-
thing would be left fir ts-.e shareholders of tho Caledo-
nian Railway. Nay, he would go further, and say that
Olen was little Prospect 9f their being able to pay on the

preference shares. He therefore denounced the combi-
nation which had been got up by the guaranteed
shareholders as an unprincipled act, and told the
meeting that if they allowed the list of directors which
the guaranteed lines hai got up to be adopted, all that
he could say was, that they would be fairly bought and
sold.—(Hear, hear.) He did mean to say that the
guaranteed lines ought not to be represented at the
board; but let every man who was placed in the
direction be called upon to pie ige himself to an equit-
able adjustment of their affairs. (Hear, 11L ar.)
The direction must be so constructed that it would
act with strict impartiality, and insist upon
the meetings being held in London, where an intelligent
public would take care that past faults should not be
repeated —(Hear, hear.) The address of the Chairman
amounted to this, that the directors had done nothing
wrong, but with what consistency could the chairman
say that, when the company had not only
an empty treasury, but a ff_ating debt, amount-
ing to 853,0001., and a redemption debt of 675,000!.,
claimed by the Clydesdale Junction Company. No less
than six millions had been expended by the company,
and yet literally they had no line, and all therefore he
could say in reply to the plausible speech of the chair-
man was simply this, that had the directors managed
their private affairs as they had conducted the affairs of
this company he very much doubted whether they would
ever have got their certificates had they come
before the Bankruptcy Court.—(Hear.) Had they ma-
naged the affairs of an individual in the extravagant
manner that they had managed the affairs of this com-
pany, the Court of Chancery would have compelled
them to refund the money they had expended.—(Hear,
hear.) Hundreds of families had been ruined by
the conduct of the directors, and now they came
forward with this information. "We have," say they,
" spent all your money; we have pledged your plant—
in fact, everything but your rolling stock, and that wo
recommend you to put up the spout at once." —(Hear and
laughter.) Whatever, therefore, happened under a new
board, it could be charged against them that they had
ruined the company, and, again warning the pro-
prietors that: it was very wrong to look for-
ward to any increase of traffic, he had only to
assure them that the salvation of the Caledonian Rail.
way depended upon a new and equitable arrangement
being made with the guaranteed companies.—(Cheers.)
He still hoped it would be possible to form a board that
would unite the suffrages of all the Caledonian proprie-
tors, and conciliate the support of the guaranteed com-
panies.—(Hear, hear.) With regard to the compromise
which had been come to with the director?, the
agreement confirming it would be read, and he hoped
the meeting would agree to it.—(Hear, hear.) There
was one circumstance that came under his notice while
he was in Edinburgh which he could not avoid mention-
ing. A party had a claim upon the company for 1,7001.
ground rent, but he could get no answer to his appli-
cation on the subject from the directors, and ultimately
he took law proceedings, and seized some of their engines
under execution. Now, a board who managed matters
in that way were not fit to govern, and the sooner,
therefore, the compromise was ratified and a change
made in the management the better.—(Cheers.)
The agreement was then read. It was simply an echo
of the address.

Mr. RUSSELL t3OIK some exception to the fourth reso-
lution mentioned in the report.
Alderman THOMPSON, M.P., said he was quite r;aly
to surrender his seat in the board of direction, but he
implored the meeting to consider well and calmly the
position they were now in, and the steps they in-
tended to take to improve it. Whatever might
have been the mismanagement of the direction, it
had come out of the inquiry which had recently
been instituted into their conduct, and they had coma
out cf it without moral taint. What was their position?
They had a share capital of two millions reduced to
400,0001., and engagemerts amounting to four millions
reduced in the same ratio Now, unless the obligations
of the company coming due were met, there was
no help fur it, but the line would have to be ma-
naged by the Court of Chancery.—(A Voice—" And
better too.") He would suggest, therefore, that they
should let by-gorses he b3-ones—(Oh)—and that this
meeting should appoint a committee in whom they had
confidence, to select the names of gertlemen who should
hereafter be elected as the new board of directors.

A PROPRIETOR asked why the directors did not ac-
cept such a propoAtl as that, when it was made to them
by the committee of investigat:on? . .

- Mr. Alderman THOMPSON was not aware that such a
proposal had ever been made.
The CHAIRMAN would put the difficulty raised at rest,
by stating that the directors were not anxious, and,
indeed, could not accept a seat at the new board.
A SHAREHOLDER wished to know how many board
meetings Alderman Thompson had attended.
Alderman THOMPSON had no hesitation in stating
that he bad attended none; nor was he expected to do
so when ho was elected.

The SHAREHOLDER said he had purchased his shares
because he had faith in the character and honour of the
Alderman, but now it seemed the Alderman was no
dizector at all.
Mr. Alterman THO3IPSON said he had been in-
vited to join the new direction, but be should only do so
upon the understanding that he was to take no w.ltive
part in the management.
A SHAREHOLDER—Then you are of no use.
Alderman THOMPSON did not want to be on the direc
tion, and if the shareholders wanted him they must
agree to his terms.—(Cheers.) . .

Mr. DEABDEN complained that the investigation com-
mittee had not done its duty. They were appointed to
take evidence as to the state of the company's affairs.
aud to report the same to the shareholders. Now the
report contained not one tittle of evidence ; and he
should therefore be glad to know from Mr. Cram if they
had searched the share registers of the lines in which
this company had purchased shares, to ascertain if any
of the directors were interested in the lines?

Mr. Citem replied in the negative; but the com-
mittee ascertained that the shares were bought openly
and fairly in the market.
Mr. DEARDEN spoke feelingly upon the subject, be-
cause he was trustee for 5,000/., which ho had advised
to be invested in this concern, on the strength of the
respectable names on the direction, and the under-
standing that this line was to form part of the
London and North-Western Railway. How greatly
he had been deceived, since the holders of the
old so/. shares had been victimised from beginning to
end, and the directors had illegally managed the con-
cern from the commencement.—(Hear, hear.) He was
not quite certain that the frieads and relatives of the
directors had not shares and interests in the very lines
which they had guaranteed, honourable though the
board might be. He knew that one of the directors bad
saved between 3,0001. and 4,0001. by allowing his shares
to be forfeited, and for aught be knew that gentleman
was still at the board.

Mr. H. HINDE said, the directors had ascertalned that
the gentleman in question, Mr. Dickenson, could not
have paid up.
Mr. DEARDEN—Who is Mr. James Hope?
Mr. H. ETINDE—He is one of the firm of the solicitors
to the company.
Mr. DEARDEN said that gentleman had been let off
3,488/. by the directors firfeiting some of his. shares.
The half-yearly accounts had been falsified, while the
guarantees had been given upon grossly exaggerated
data, and the annual loss t) this company from them
amounted to 134,8951. He, therEfore, protested against
the meeting entertaining the question of compromise.
Mr. CAMPBELL, a member of the committee of inves-
tigation, said the shareholders might have the evidence
published if they would consent to the expense it would
involve.

Mr. 11. HINDE admit'ed that the directors Lad pur-
sued an erroneous policy, but he thanked God that it
could not be imputed to them that they had acted from
impute motives. There was no chance of the directors
being called upon to refund anything like 500,000/.
because that was only a paper responsibility, and
the company was bound to abide by the contracts which
had been made for the purchase of shares. With
regard to what Captain Plunkett had ssid, that they had
expended 6,000,000/. of money without having anything
to show fir it, he would simply remind the meeting that,
though they had not showy stations, they had a line
that in these dreary months was returning sorceting
like 6,0001. per week.—(lleer, ht ar.) In conclusion, be
had only to state that the directors were ready wit]
willing to perform their part of the agreement
made with the central committee, and to vote
for those new directors who were best calcuLted to
insure the future interest and prosperity of the company.
The guarantees that had accrued during the past half-
year only amounted to 32,4611.; and it was, therefore,
preposterous to say that they were not in a position to
pay the interest due on their preference shares.
Captain PLUNKETT said it was not fair to take the
guarantees actually payable—they ought to take the
whole for which the company were liable.
Mr. 11. HINDE did not think so, inasmuch as many of
them depended upon contingencies that were not likely
to be realised. Besides the sum he had just mentioned,
during the raft half-year the company had
paid 9,525/. in dividends to the Scottish Cen-
tral shareholders, and, with an energetic and
economical management, the line might yet
get over its difficulties.—(Hear, hear.) He thought it
was for the interest of the guaranteed lines to make
some abatement, say one or two per cent. of their
claims; for it would have the effect of increasing their
securities and giving confidence in the value of their
stock.—(clear, hear.) With regard to the incident
referred to by Captain Plunkett, about the execu-
tion on the engines, ho frankly admitted that
it arose from the want of money. The direc-
tors had Lean applying the weekly receipts to
the payment of the pressing debts of the company, and
this italance, alluded to by the Hon. and Gallant Pro-
prietor, he regre'ted was not an isolated ease, but it
would be fir the new board of directors to deal with all
these matters.—(Hear, hear.)
After some further discussion the resolution was put
and agreed to, and the other resolutions pa.sed.
Thatiks were then vote I to the chairman, and the
meeting terminated after a very lengthened sitting.

GERMAN HOSPITAL, DALSTON.—At a meeting of
the committee of this useful charity, it vies announced
from the report that the number of patients treated ire.
the wards cf the hospital silica its opening amounted to
1,855, and the out-patients during the same period
mulled .5,726.

Dispatches were received
_yesterday at the Colonial-
office from the Governor of Canada; end also from the
Governors of the other North American colonie2. -
DEATH OF MR. W. M. LOCKHART.—Drowned, in
the Wannan, district of Port Philip; Ncw South Wales,
on the 3rd of September last, William Mercer. Lock-
hut, .Esq., fourth son of Robert Lockhart, E-,q ,of Cas-
tbhill, Lanarkshire. This humane and generous-hearted
young gentleman gallantly plunged int) the river (th,:n
in flood) on his horse, for the praiseworthy purpose of
saving an individual from crowning, but was 1.1a3UCC,255.
fel, end unfortunately periActi Lis laudable at;empt.
—.Nottli BI WA Nail.