The Sun.
London, England, 1845-11-08 00:00:00

•
LONDON AND BIRMINGHAM
RAILWAY COMPANY.
SPECIAL MEETING OF PROPRIETORS.
The CHAIRMAN (in continuation from our Afternoon Edition
of yesterday) said—With regard to the carrying of good?,
it was their intention to allow private parties to carry on the
line, but if complaints should be made that carriers abused that
privilege, then the Directors would be prepared to enter upon
that department, and would take care that the public were
properly accommodated. In carrying out the amalgamation
between the two companies considerable difficulties had
arisen ; but he believed that what had been agreed
.on was, generally_ speaking, the best that could have
been done under the circumstances of the Company.
.He would now address himself with regard to
other companies having a relation to these two.
There was the North Staffordshire line, a scheme that was
not like many of the ephemeral projects before the public,
but one that would command a large local traffic, and which
was supported by great local interests. In respect to that
scheme, stipulations had been entered into which were mu-
tually satisfactory to all the negotiating parties; and a pro-
posal to the shareholders of that Company had been made
that would prove important to their interests, and which he
had no doubt would be accepted by them at the general
meeting of that body, to which it was to be submitted.
Then with respect to another project, the Birmingham Canal
"one, the arrangements with that Company would remain
exactly as they were before. That Company would go for-
wai d iu connexion wiih the Shrewsbury, Wolverhampton
and Birmingham Railway Company as previous to
the amalgamation. Next respecting the Shrop-
shire Union Railway, arrangements were in pro-
gress for an alliance with that Company, which would
secure to them the London and Birmingham line, the
whole valley of the Severn from Worcester to Crewe. With
regard to the Shrewsbury and Birmingham Company, they
would stand in precisely the saline position as prior to the
preseat arrangement; and as it respected the opposing Com-
pany, suppotted by the Grand Junction Company, a pro-
position for an amalgamation of the two had been
proposed. An offer had been made to them by which a
beneficial interest in the present scheme, under a properly
defined arrangement, would be secured to their Shareholders.
Thy result of this general arrangement would be peace be-
tween all interests, and the carrying out of a plan that
would secure a mutual and lasting advantage to all parties
concerned. Though it was not usual to submit a report
at a special meeting, the present business was considered
so important that one had been drawn up, which
would he submitted, embodying the principal features of
the amalgamation. After that had been read he would be
prepared to go into the details on which it was founded,
should it be desired of him, or to afford any explanation that
might be required. There was one other point before he had
done. The capital accounts of both Companies were
about to close ; they would, however, be opened
again in a short time. Ile was not prepared at
present to say more than this ; but he hoped shortly that a
small distribution of stock would have to be made to the pro-
prietors consequent on that close. It would not, in all pro-
bability, be very much, but as soon as
,it was ready for dis-
tribution he would take care that every Proprietor was
apprised of it by circular. The Hon. Chairman concluded
saddress amidst considerable arplauso.
The SECRETARY then read the following report :
" The Directors, in pursuance of the notice which they
have given of the present meeting, have to recommend the
adoption by the Proprietors of an agreement of amalgama-
tion, which has been concluded by the London and Birming-
ham and Grand Junction Boards, subject to the approval and
confirmation by thePropaietore of each Company respectively
—the object to both parties being that the amalgamated
Companies should be subject to all liabilities in common, and
receive the same rate of dividend eut of one common fund.
The relative circumstances of each Company in respect of ex-
penditure, revenue, income, and share capital, were fully con-
sidered, and a balance was definitively struck by which the
adjustment was regulated. In virtue of this adjustment, the
London and Birmingham capital is taken at 8,653,750!., and the
Grand Junction at 5,788,560 L, making together a consolidated
fund of 14,442,31GL, and for the future dividends of the
amalgamated Companies are to be calculated, and for this
purpose the receipts are, from and after Ist July last, to con-
stitute one common fund. In regard to the management
of our amalgamated concern, it is mutually agreed
that for the first five years there shall be held one
mutual board, whose meetings shall be held monthly,
or as may be found convenient, to consist of mem-
bers selected in the first instance from the present
direction of esch Company, in the proportion of eight London
and Birmingham Directors to six Grand Junction—the
united board to discuss and settle all matters of general
policy. The London and Birmingham line proper being
worked, in respect of all details, under a committee sitting in
London, composed of twenty four Directors, and the Grand
Junction line proper being worked, as respects all details,
under a committee sitting in Liverpool, and com-
posed of eighteeen Grand Junction Directors, or
sub-committees of either respectively. Considering
the great and obvious importance to both parties
of an arrangement which gives a common interest to lines
so circumstanced as the London and Birmingham, and Grand
Junction Railways, the Directors think it unnecessary to do
more on the present occasion than refer to the obvious be-
nefits which must be derived from a combination of the re-
sources of the two Companies under one common management,
and the increased means which will be thereby afforded of pro-
viding for the convenience of the public, and of adopting such
moderate rates and fares as will be felt to be satisfactory to
them. The Directors have further to recommend the adop-
tion by the: Proprietors of an alteration, agreed to on the
IGth of September, in the agreement of the amalgamation
between the London and Birmingham and the Manchester
and Birmingham Companies, which was approved of at a
former meeting. The terms of those alterations are, that the
capital of the Manchester and Birmingham Company shall
be taken at 2,800,000 L, 700,000/. of which is not to be
entitled to any dividend before Ist February, 1849, but may
be capitalised at any time. The power of the Manchester
and Birmingham Company under the Acts to raise an addi-
tional capital are not to be exercised without the consent of
the London and Birmingham Company. The London and
Birmingham Company are to guarantee to the Manchester
and Birmingham Company a dividend of 8 per cent., from
Ist February to the 31st July, 1846, on their paid-up capital
of 1,440,000/. ; from that date to the Ist February, 1847, at
the rate of 9 per cent. per annum on the portion paid up of
the capital of 1,800,000/. ; from the 31st July, 1847, at the same
rats, and the portion paid up of the capital of 2,100,000/. ;
and from and after Ist July, 1848, a dividend on the same ca-
pital at a late equal to what may be paid out of the united
property of both companies to the London and Birmingham
Proprietary. On the Ist of February, 1849, the capital of
700,000/. will be placed on the same footing as the capital of
the 2,100,0004 making the total capital of 2,800,0001.
" The Directors have only to observe, in conclusion, that
the arrangement with the Manchester and Birmingham Com-
pany, now submitted for confirmation, is simply a modi-
fication of terms which they thought it for the interest of the
London and Birmingham Company to agree to."
The CHAIRMAN—IS it your pleasure, gentlemen, that the
report now read be adopted? I beg to propose a resolution
to that effect, and also that it be printed and circulatedaniong
the shareholders.
The resolution having been seconded, was unanimously
carried.
The Cue... Trawl—l have now to propose to you a resolution
ta. the effect that the Birmingham and Manchester
Companies be considered as one, and be amalgamated as
to capital and in all other respects. Hon. Proprietors would see
that. that resolution preserved their interests to the full extent,
the capital of 2,800,000/. being united with their own. They
would also perceive, from the circumstance that interest was
to be paid in September, in that point also a due regard was had
not only to the interests of the Company, but to strict eqwity.
The advantages which they would derive from this amalga-
mation were almost self-evident, because the real capital of
the Birmingham and, Manchester Company had not been fully
estimated, as the increase in their profits of late had been
very considerable. If any Honourable Proprietor should
desire him to enter into the details he was perfectly
ready to do so, as they were in the room at
the present moment, in the statement to which allusion had
already been made. These would convince any one who
should hear them, or take the trouble of perusing them, that
if any excess of advantage were on either side it was on the
London and Birmingham Company in this agreement merely
Ile confessed that there were other considerations also that in-
duCed them (the Direct( rs of the London and Birmingham Com-
pany) to enter upon that agreement, amongst the most promi-
nent of which was a desire to prevent the Birmingham and
Manchester line falling into rival hands. He would conclude
by proposing the resolution which he had already submitted
to them.
Mr. ENTWISLE, M.P., said that it was already known among
the shareholders that he was not altogether satisfied with
the arrangement that had been made; but he had now to
state that he had been canvassing for proxies to give effect to
his views. Ile considered that the accounts to which the Hon.
Chairman had referred should be laid before the meeting before
they were called on to agree to the terms which this resolution
embodied. There was one difficulty which strongly pre
vented his entering into the views of the Directors. What
he alluded to was the compact that had been entered into
as •to the leasing of the line within twelve months.
Ile conceived that the Directors of the Birmingham and
Manchester line did not act with the great wisdom they con-
ceived they had done in entering into this agreement, or that,
indeed, either party had made so advantageous a bargain as
it appeared was the general impression they had done. For
instance, they knew that new lines would detract
from them as much as they would get by their amal-
gamation. The consequence was, in fact, that they would
'have to pay eight or nine per cent. in conjunction with the
Grand Junction. He did not conceive that the Binning-
Lam and Manchester should be considered in exactly the
same light as the other two companies, and receive as large
a pioportion of the benefits pecuniary as well as otherwise.
these views he should not hesitate to express his dis-
satisfaction at the decision of the Directors. Perhaps the
views they had taken were wise, and in the main points
unobjectionable, but while they were ignorant of the figures
upon which their calculations were based, he could not con-
ceivi) that it should occasion much surprise that individual
shareholders should not evince unqualified approval of the
arrangemtne The bargain was, in fact, made chiefly to
frustrate *re views of rival companies, but, strange to say,
this was i.ot the ground upon which they were
called to express their approval of it. The gain
that• it was asserted would be realised was only
what the depression in their funds would balance, so that in
fact .here there were no such evident profits obtained as the
report would lead them to imagine. Under these circum-
atandes, he begged to say that he considered it would be
better if time were afforded them to investigate these figures,
and to arrive at a just conclusion.
The CHAIRMAN said he certainly was aware of the opinions
entertained by the hon. member whose presence amongst
gstetlheomn
was always so agreeable, though he differed witloi
the present occasion. Ile was not, however, aware that he
bad gone to the lengths which he himself had stated, namely,
in canvassing for proxies. However, he would meeete.ithe
Hon.. Gentleman, and he trusted that before the in
was over that the Hon. Gentleman would be convinced thr'agt
the position he had taken in reference to this subject
was not justified, and that he would alter his
views. He should recollect what were the exact circum-
.stances. The Directors of the Manchester and Birmingham
Company had no doubt been hurried in forming the decision
they hall arrived at, by the knowledge of the opposing lines
that were coming into existence. In fact, he had no hesita-
tion in stating that all the advantages were on the side of
the London and Birmingham Company. The agreement
with the Birmingham and Manchester line, respecting the
Si per cent. which they were to receive, was based upon a
calculation of the rate of traffic in July, 1835. Now, they
had but thirty miles of their line in operation, and they
calculated the cost at 34/. per mile. There could be nothing
fairer than that calculation, and if gentlemen would consider
for a moment, they would see that there was an increase
in the profits of 10 per cent. on every third mile. He
did not deny that they had been actuated strongly
by a desire is prevent the line in question falling into the
hands of those who were hostile to them, and the reasons that
influenced them in that particular were the strongest that
co I'd Possibly be conceived. He trusted,
.therefore, that
Honourable Gentlemen would not object to the line of con-
duct which the Directors had deemed it their dirty, under the
circumstances, to pursue.— (llear, hear.)
Mr. Peasa—That the Directors had done right in the
course they had adopted.
The CHAIRMAN then put the resolution to the meeting
litl4 declared it to be carried with only one disieutieut.