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Maps, plates, charts, etc.. may be filmed at different reduction ratios. Those too large to be entirely included in one exposure are filmed beginning in the upper left hand corner, left to right and top to bottom, as many frames as required. The following diagrams illustrate the method: Les cartes, planches, tableaux, etc., peuvent dtre film6s d des taux de reduction diff6rents. Lorsque le document est trop grand pour dtre reproduit en un seul clich6, il est film6 A partir de I'angle sup^rieur gauche, de gauche d droite, et de haut en bas, en prenant le nombre d'images n^cessaire. Les diagrammes suivants illustrent la mithode. 1 2 3 32X 1 2 3 4 5 6 AT] ^' ^ l^ ^' ^ ATLANTIC & GliEAT WESTEM RAILWAY. Jteprintedfrovi an American Pamphlet. ^^ ,^ y .\ si Mh I coil the cau affc ace Th( nia< par tha to] ace me anc the pec an(] W( ] to rep am De of ace M< ten the 1 I New- York, December 6th, 1866. Mr. D , London : My Dear Sir, — The circumstances which led me into connexion with the Atlaiitic and Great Western Railway, for the brief period of three months, as its President, and the causes inducing my resignation of this office, would have afforded justification in making public, some time since, the accompanying letter, addressed to James McHenry and Thomas W. Kennard, October 24, 1864, with my report, made to the Board of Directors of the Pennsylvania Com- pany, December Slst, 1864. The statement made to you, that my resignation was involuntary, overcomes all reluctance to longer postpone placing in the hands of my friends some account of the deception imposed upon me, and which placed me, temporarily, in official relations with Messrs. McHenry and Kennard — who, by skilful management and aided by the influence and counsel of Sir Morton Peto, have involved people in England and on the Continent in the possible loss and forfeiture of investments in the Atlantic and Great Western Railway, to the extent of six million pounds sterling. I was invited, by Mr, James McHenry, in August, 1864, to accept the Presidency of the Company ; and upon the representations then made by him, with an exhibit of its affairs as contained in its First Annual Report, dated 31st December, 1863, I consented to accept the office on the first of the en uing October, which Report shows the capital account to amount to |||1 0,263,831 t^q^^. My letters to Messrs. McHenry and Kennard, dated 24th October, 18G4, not quite ten months after the date of this extraordinary Report, informs them of ray great disappointment in finding the affairs of the Railway Company different from what 1 waa led to expect, and that the capital aceount, inclusive of shares claimed as iK'in^' due to James Mrllenry, contractor, w(mld swell the capital to 35 nnllitms of d«)URrs. The receipt, late in Novemher, IHfit, of the Prospectus of the London lmi)crial Mercantile Credit Association, inviting proixwals for t2,H()0,(KK) 8 per cent. DelxMittircs, pnyahle Novemlwr, IHCiT. induced nictoecmvcne.on the 2nd December, the several Hoards of Directors of Meadville, at which meet- ing I gave notiiMJ t»f my desire to he relieved and my successcn- appointed. My reasons in respect to this decision are given in the close of my Report, made on tl»e 31st December, to tlu; Boanl of Directon* of the Pennsylvania Company; and the truth of the allegation, emanating from Mr. McHenry, of my involuntary resignatiim, is answcrtMl by the following extracts from his letters, addn-sscd to mc : TiiK Atlantic and Orkat Wkstkrn Railway, I Ofticcs, 2, Old Hroad Street. S Lnndinty Dec. 14, 1804. (Kxtract.) Mv mind is made np as to the value of the Railway I am at le:u«t equally capable of judging of it with yourself; aiid 1 know, and will stake my head on it, that we can pay all our Honded Debt and preference interest in (.old and have fair balance for Shareholders. With such an unfor. tunate ddfercnar in opinietiti(m to divert freight from other lims, to be carrietl at raitin that di.l not cover the cxi>ens*5 of transiM.rting it. I am aware thc«e views do not agree with vours, at leiist a« to the rolling stock rtMiuired ; but if you will 'canvass them with persons familiiu with the oper- atiun. of Western llailways, 1 am persuaded they will sustain uiy statements. listmiatcs of future traffic, in all times, are more or less liiiblc to exceptions, and never m any more than the present. Already the trade of the country shows signs of ehangf, aiut to disregard the warning they convey is neither safe, wise, _.. 1 .* . i.... i.. f..j.wH.il.. thi' treutiral urosoerity shall not 9 in its fluctuations vary from tho past, we arc not warranted in fixnif? tho rcHultM of future Railway traffic as an exception to what it has been in previous years. When it hjw expanded, a eorrespondii ;? increase of outlay has been made to meet the expansion, except in tho preceding and present years. You entertain a belief that the receipts of the Atlantic and Great Western Hallway will reach !|$200,0()0 per week, in 18G5, or about ^'0,0(K),0()0 for the year. I cannot share in this anticipation, and am jiersuaded if half the estimate is realized, it will prove an exceptional success. Take the receipts of the eight principal lines entering Chicago, with all their advantages, which are so considerable, and not one of them has exceeded an annuiU average earning of ^10,000 per mile, one year with another, during the last three years, and more than half of the number have fallen below ^8,(X)0 per mile. The Ohio and Mississifjpi Railway, 340 miles long, connects by the shortest line two of the most populous and flourishing cities of the West ; and, one year with another, for the last 3 years, its receipts have fallen under an average of S|^8,(MK) per mile, and may not exceed ||10,(K)() the present year, with all the advantages of a diversion of trade from the Ohio lliver, owing to the war. The advantjigcs of the Atlantic and Great Western Railway, all nmst acknowledge, are considerable ; but that they invest it with those not common to other and competing Railways, is a supposition unsound and not wise to entertain, and unsafe to rest exclusive hopes upon. Its h)cal traffic will in time grow in value and imi)ortance ; its through, when the Inle of l)road gauge is opened between New- York and St. Louis, will be large ; but its advantages and profit cannot prove singular or exclusive, jis it will be more or less att'ected from narrow gauge lines, which combine opposing alliances which in power and influence will be of the most formidable proportions, besides being aided by the anomalous relations we occupy to our natural allv the Krio Railway, and which are not to be over- come, unless its policy can be controlled by means of an ascendancy in its iJoard of Directors favourable to our interests. The further issue of shares having been referred to by Mr. 10 Kcnnnrd, I am unaWe to bring my mind to approve it. To penist in the jwliey of issning shares in payment of new work, on the basis of Mr. McHenry's contract, will tend to the forfeiturt* of all confidence in the value of shares already isj*ueth payable In shares at 50 per cent, requiring an issue of ^5()0,()(X) in stock to cover construction, only worth ^100,000 in pold. It only needs the proof of these fijnircs to show, that such a process must destroy the credit of the shares already in your possession ; and that reliance to borrow raUlions of dollars on such a security must end ill disaster and disappointment. Notwithstanding the high average cost of the Railway, as l)eforc shown, the prospect is, that the capital will l)e carried up to 3f) millions of dollars, or SH4,.'J33A% per mile, to cover works done and in progress, to be complet4Hi in all of this year. This is a phase of affairs so unusual and unexiMictetl as to causfj me the greatest concern and anxiety. I wish you to take up an.l examine the American Railway liet. compare their issues of securities with the Atlantic and Cirt-at Western, compare receipts per mile, and of first class lines ojiened ten and twelve vear. since, and in no instance will you find any result 'to iirstifiy a reasonable expt<-tatiou of the fulfilment of the hopes vou have expressed. It is true that a change, from a fluctuating currencv to a fixee bridged for an interval of a verv m.Ufimt« length of time. Even should receipts reach five or lix millions of dollar* m 1805, in the present currency, the pfofiU would not cover prc^ut fixed charges with exchange bctw«m New.York and Loudon at 225 per ccni. dui u uii 11 the profits are needed to cover these charges, what is to be done for renewals and improvements, which may require a large sum? The resolutions, passed by the several Boards of Directors, direct a remittance monthly to Mr. McHenry,to pay coupons on bonds. Tiiis is however an impossibility ; as on taking charge of their affairs on the Ist instant, they left me, after paying $50,000 to Messrs. McAndrew & Wann, on coupon account, an insufficient balance of cash and assets to cover curr.mt liabilities outstanding for September ; and, without a great alteration for the better in traffic takes place, which is unlik(dy to happen, my ability to spare even j^lOO.OOO, between now and January, is not free from doubt. But as money must be provided, and I have suggested objections to your mode of obtaining it, you will naturally expect from me some plan of otherwise meeting our wants. I confess, I know of none unless you have private resources available; if not, the Railway must rely upon its receipts to sustain itself, and this I a^ per- suaded is an impossibility, so long as those receipts are made up in a currency depreciated more than 50 per cent., with an obligation to pay nearly the entire sum of its fixed charges in gold. I cannot but fee) sensible that I am telling unwelcome truths, and lament being the organ of such a disclosure ; but my review of the whole question presents it in a two-fold aspect — first, a deep concern for your interest, and second, the maintenance of the credit of the Railway. I am, therefore, constrained to counsel, in the most urgent manner, that it shall not be committed to further issues of securities or new engage- ments. Should my views, frankly expressed, and as I believe cntirelv in behalf of your best interests, conflict with your own deliberate convictions, I will cheerfully give place to others ; carrying with me no wish but that of good will towards you, and the hope that your anticipations may be fulfilled and my apprehensions disappointed. I beg you will receive all I have stated in the spirit that dictates it, and be assured of my sincere desire to rendor you every possible assistance in my power to protect and i)reservc your property. Yours faithfully. (Sigucd) JAMES ROBB. It i ATLANTIC & GREAT WESTERN RAILWAY. President's Okfick, December 30th, \H(M'. To the Directors of the AtlatUic ^ Great Western Railway of Pennstflrania : Gbntlscm EN, —Having so recently entered upon my dutiea an Prrsi«ient of your Company, and those of the States of New- York and Ohio, representing the Atlantic and Great Western Railway—which 1 am about to resign— I deem it proi)er to submit the following report, and respectfully request its being recortled in the Minutes of the Board. The gross receipts of the Railway, inclusive of those of the Franklin Branch, Mahoning Division (le^ed), and Bonus of 10 per cent, from the Eric Railway, fn)m October Ist to the 3l8t inst., inclusive, will amount to alxnit j^965,()00, viz. : in Octolx'r, $336,554.10, November, ^330,150, December (estimattHn. ^MK),(HX), the short receipts of the latter, partly owing to the decline in freight traftic on the Malioning Division. 'Hu' balance of rash on hand, reported by the Treasurer of the Central Board, on the Ist October, was $234,214.23; but the liabiliti(?s of the preceding mt»nth (September) were un- known, and the amount, a^ showti by their subseciucnt pay- ment was in execs* of the canh in hand to pay it ; but all demands have In^en punctually met as they were presented, except ft pavment of ftlOl . t^O.fil to the Cleveland & Mahomng Railma.1 Company. f<»r Rolling St.>ck due 7th October, winch. I am advi.i d by iU President, has been extended in part by an aifrccment with the agent* of James McHcnry. The Coupons of the three CorjM.ra-ons falling due m Lou- don on the 1st proximo, amounting to t41,H(i() sterling, arc „„prt.vided for by rcnnittances in accordance with the rcsolu- tions of their si-vcral Boartls of Din^tors. This liabibty, if computiMl at 225 i>er cent, for gold, will amount $476.1 .W, and the ConH,ratiaas are wholly without means of providing for its .mvmcnt, unless Mr. Melleurv' covers it and consents to receive new Securities in j^aymcnt oi hm mivaiicci,, ui-^-^-^ 13 neither will it be possible, in my opinion, to provide future instalments of interest by any other method as the earnings of the Railway, with the present prepar. t ^ to conduct its traffic, must prove entirely uiadequate, oung to expenses which are so eonsirlerable and which render it impossible to make profits until these preparations are completed, and which cannot be done without a large expenditure of money. Messrs. McAndrew & Wann, Agents of James McHenry, have received an account of Coupons of the Corporations, paid by him, showing a balance due of 1^412,513.50, on which pay- ments have been made since the 1st of October of i|197,851.59, inclusive of !^78,193.21 assigned balances due for Construc- tion and Supplies, leaving a balance of !^214,661.91, which, added to the lia])ility in Gold, for Coupons falling due on the Ist proximo, makes up a total deficit on Coupons Account for the year 1864, of |glG90,791.91. The Cash in the hands of the Treasurer of the Central Board to-day is $97,313, and estimated $107,000 on the 31st inst. The cost of transportation, repairs, supplies, and general charges for this mouth will not be under $200,000, besides $50,000 estimated liabilities of the Corporation over and alx)ve these amounts ; showing a deficit at the close of this year of $143,(MX), which, added to the deficit on Coupons paid by James Mellenry, and those maturing in London Ist proximo, makes a total of $833,791.91 for 1864. The total annual liabihties of the Corporations for interest on Bonded Debt, Preferred Stock of the Ohio Company, and rent to Cleveland and Mahoning Railroad Company, is $1,441,918, about a million of which is made payable in gold — the cost of which must be determined by the fluctuations in the premium to be paid ; but, in any contingency, the fixed charges on the Railway, to be met by its profits, ^vill not be less than $1, 141,918, equivalent to 7 per cent, on $20,598,000, or $41,765 per mile on 493 miles of Railway, which embraces the eutl. J length of completed lines.* • The loaticd divisions of tho Clovelaiul and Mahoning Railroad iH included in tho 4y3 uiileM, complotcti Hne, and is subject to an annual rental ol $272,000. ■KM 14 ^ 11 The Locomotive Engines arc mostly without shelter, as the preparations are very incomplete and those in use of the most temporary ; which is not only a so»u u of increase in expenses, but productive of much inconvenience. The same is equally true of the Machine Shops. Every possible exertion has l)cen made under my directions to remedy this defect; but t c shortness of the season, which has been most unfavourable for carryinjc on the required work, must cause it to be deferred until next Spring. The system of account hitherto kept will be changed on the 1st proximo, and if the plan I have indicated for their govern- ment be strictly adhered to, it will secure punctimlity and prevent delays in their settlement, and result in a large saving of expenses. The General Ticket Agency, the chief office of which was located in Cleveland, hae l)een closed and its expenses reduced, which were extravagant and unnecessary; and I have arranged with Mr. James C. Calhoun to take charge of this department for SljWK) per annum, in addition to his salary as Auditor. On my entering upon my duties, 1 suggested to Mr. T. W. Kennan'l, Chief Engineer, the imijortance and necessity of suspending construction, as conducted by James McHenry, as it wa« a source of disconl betwetm his Engineers and the General Superintendent ; and that the latter should be made the chief Executive Officer in the dire<'tion of improvements, repairs and transportation ; and, until such time as the Rail- way was free of a iivided superintendence, it would l)e practically impossible to insure anything like order in its affaim, or success in their administration. This recommendation was not acted ujion until the 2nd, when I gave notice of my intended resignation. I have, therefore, in view of my brief term of office, deemed it un- ncccMiary to make the contemplated changes. The supervision of the Traffic of the line has Ix^en left to the exclusive control of the (Jeneral Sui>crinteudent and Freight Agent, and as I found it, except general and verbal instructions given to thes<- officers, that they were not to move freight al rates below w«at wouju ciiasinj jUu a: nununeration for tninh|Hirting it. I ff It I ■« ijv-> xtxzs 15 The receipts from Traffic on opening the line to Dayton have not responded to the anticipations entertained ; and the reason, assigned by the General Superintendent and Freight Agent, is the absence of cars on the Erie Railway, in excess of those furnished by it. This is and must be the evil of the want of a proper reciprocity between the two lines, and will not be overcome until it is arranged to transfer freight at Salamanca, or an equal exchange of cars is provided for, so as to assure the employment of those of the Atlantic and Great Western on its own line, or an equivalent return from the Erie Railway. There has been no addition of Locomotives since last July, and not more than 465 Freight Cars to rolling stock ; although when Mr. McHenry tendered to me the Presidency of the Corporations last August, it was accompanied by assurances of the delivery of six Locomotives and 250 Cars monthly. 1 have made a contract with Messrs. Barney, Smith & Co., of Dayton, for the delivery, next Spring, of six first-class Sleeping Cars, at the price of iQ; 10,500 each, which is submitted for your approval. I have received from James McHenry sundry papers re- lating to an issue of Debenture Certificates, payable iu London, with 8 per cent, per annum, in 1867, for .€2,800,000, secured by a deposit of Bonds and Shares of the three Corporations, in the proportion of about one- third of the former and two- thirds of the latter, the whole amounting to about ||22,000,000. These Debenture Certificates are offered at 90 per cent., and if sold will be disposed of on the basis of a valuation in Bonds and Shares of about 63 per cent, in gold. I am not advised whether the issue is made in his own name or in that of the Corporations, under the power of Attorney granted to him prior to my election as President. It is not my province to express any opinion on the pro- priety of the proceeding — of its necessity, however, I enter- tain no doubt ; but as it has been announced in London, in a published pro8j)eotus, during my brief term of office, I cannot refrain from expressing my entire dissent from the statements made, as to several important particulars which are iu direct I! ! '. ' le conflict with the nfl-airs of the Railway, and a« rcpcatodly oxnrcwccl in my correspondence with Mr. McHcnry. Amon;,- the most noted, are those of Mr. Satterthwaite's circular, the Broker in the negociation of the Debenture Certificates, and Sir Morton Peto's letter to the Tru8U«e« ; the former assertuij? the net receipts in excels of the interest on the bonded debt of the Eailwav, and leaving a large suq^Ui*, and the latter that, according to the last Report of the Chief Engineer, the profits were Hufticient to pay interest in gold, at the rate ot ik6,500 per mile, at the price then currt nt. The errors of these statements are refuted by the state of affairs narrated in this ReiH)rt, where it is not only shown that the deficit in the Coupon Acccnnit of the Corporations ig^r,i>0,791.91, but that other and current liabilities are m excess of amounts. Unwilling to share the responsibility imposed upon the Pn^iricnt of the Railway, of fulfilling pledges, made by p^^ies abmad, imiK.sible of n>ali^tion, or to even appear ^^^^ acnuieaec in the sanction of their statements and pnmiises and winch my knowledge of affairs cxindemns ^.^s mitnie, and „.v own judgment regards as im,..«sible of attainment 'l beg leave U) tender to you my resignation of the off « and aTa Director of your Boanl, to take effect on and after "^"tLwing to you my acknowledgements for the uniform txmrte»y cxtcudef the ofhci! »u and after the uuifoifm ROlUi. li ItJ