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[I«IU».J [Copy of Circular.] THl- GRAND TRUNK RAILWAY COMPANY OF CANADA.— Special General ^[eetixg. OJices, 21, Old Broad Street, London, E.G., '25th June, 1862. Sir, — I am desired to inform you tliat in pui-simnce of tlic 39tli Section of " TJie Grand Trunk Arnuiguments Act, 1862," a Special General Mketinc; of tlie Bond and Share Holders of this Company will be hold on Friday, the 8th day of August now next, at the London Tavern, Bishopsgate Street, London, England, at Twelve o'clock, noon, ])reci.sely — First. — For tlie puqiose of considering the said "The Grand Trunk Arrangements Act, 1802,'' passed at the last Session of the Parliament of the Province of Canada. Second. — Fen- the })uri«)se of aecfptiug the said Act in the manner and as provided in the said VJth Section of the same Act. At tliis Meeting, Bond Holders as well as Share Holders may vote by j)roxy. Bond H oldcrs on Hendincei\e a form of proxy to be used at the Meeting. (By Order of the Directors.) 1 am. Sir, your most Obedient Servant, JOHN M. GRANT, Secretarv. ot, J'f. ^^"'"''•^':'' of tho Select Committee of Bond .nml Bh.nic HoMcrs, ui>iiomtc(l on 2nd Jnniiary, 18G1, ivcrc— R«JBi:ur W. Cuawforo, M.P. for the Cily of London. Cliiurman. ' WiLMAM Nkwmaucu, F.R.S., Deputy Chnirman, Samdkl J. ARNonn, Liverpool. WnxiAM Evanh, London. Wiu.iAM IlAHTnnwi-, London. Wn.LiAM SMrrn. London. IIenrvWukeler, London. I It MEMOKANDUM. I.— Introduction. The Shave and Bonclliolders \7iil remember that at the two last Meetings held in London, viz., on 19th July and 24th December, (1861,) full powers were given to the Directors to carry out, chiefly by means of Mr. Watkin's special mission to Canada, the scheme of reorganisation recommended in tiie Second lieport of the Select Committee of 33ond and Share- holders appointed on tlie 2nd January, 1801. That Select Committee therefore ceased to be con- cerned in the affairs of the Company after July in last year. Within the last few days there has been circulated to the Bond and Shareholders the second report of Mr. AYatkin, dated 8th July, 1862, accompanied by a copy of the " Grand Trunk Arrangements Act, 1862," passed in June last by the Parliament of Canada. In this second report Mr. Watkin states very fully the results of the investigation which have been prosecuted by him in Canada during the past twelve months; and he also describes the nature of the legislative mea- sure which at length the Board have obtained from the Provincial Legislature. j„ .„, „., ^„.^ tuvxiiwT:;io Oi luc iHiu opccuii uommu lee aro individually concerned tJiey would have been 4 Meiiiorandiim. quite contcut to receive and eoiisiclei- tiiese documents iu the same manner as any other portion of the public interested in the under takinu'. liememberini,^ however, that Mr. Watkin's mission, and still more that the Canadian Act, are direct conse- quences of the recommendations of tlie late Select Committee, it has appeared to the Directors to bo a proper course to request tlic members of the Com- mittee specially to compare the results which have been aGtiuUli/ attained, with the Scheme and Recommenda- tions in which they originated ; and in pursuance of this course the following official letter was addressed to the Chairman of the late Committee :— " Grand Trunk Ilailway Co. of Canada, " I'l, Old ]3road Street, " London, July btli, lSGl\ ** Sm,— I am desired by the London Directors of " this Company to enclose to you, as the Chairman of *' the late Select Committee of Share and Bondholders, ** coi)y of the Grand Trunk Arrangements Act, and " of Mr. Watkin's Report, and to ask you and " the other members of the Committee to consider '• the same, and to address to the Bond and Share- " holders such recommendations in reference thereto " as seem to you to be best in the interests of all "* concerned. •' I am instructed to state that the Directors have ** reason to hope that three-fourths in amount of the *' accept the mode of settlement prescribed by th(3 1 28^/i Jw/y,, 1862. 5 Act, although that settlement is less advantageous to them than they liad expected ; and that they will lose no time in communicating with the other persons affected. " I am further desired to add that it is the opinion of the Directors that the passing of this Act is a very considerable gain to the Bond and Shareholders at large, and that its approval is a matter of great and pressing moment. " I have the honour to he. Sir, " Your obedient Servant, " JOHN M. GRANT, Secretary. " R. W. Crawford, Esq., M.P., " Cliairman of tlio late Select Committee of Grand " Trunk Kaihvav Share and Bondholders.'' <( (C (( (( cc <( (( The Undersigned are invited in this letter *' to address to the Share and Bondholders such recommendations with reference " to Mr. Watkin's Report \.::1 to tho Arrangements Act as may seem to the late Committee to be "best for the interests of all concerned." The Undersigned have advisedly delayed until the lapse of some days after the circulation of Mr. AVat- kin's Report and the copy of the Act — so that all parties may be fViirly in possession of the facts — tho issue of tho Memorandum, which it seems to them may be of service at this decisive juncture in the affairs of the Company. Memoraiulnnu II. Scheme of Re-organization and Relief proposed in July, 1861. (I) The Schemo of re-organization and relief set forth in the Second report of tlie Select Committee, dated 9th July, IbOl, was ])ased uponliv-o leading provisions, viz. : — 1. To provide in England a sum of £500,000, to ])e called an Equij)ment mortgage, and to be applied entirely m the repair, improve- ment, and equipment of the line in the most effective and practical manner : the interest (say £30,000) on such equipment mortgage to be a charge hnfore the leases and preference bonds. 2. To regard the Postal and Military subsidy as the means by which relief Avas to bo sought from the burden of judgment and other debts- 3. To provide for a period of general concession and reduction of annual claims by every interest concerned for a period of five years, so as to permit the property to recover itself effectuallv. 4. To provide for the removal of the legal domi- cile of the Company to England, for giving votes to bondholders, and thereby for a plan of reformed management. 5. To procure a consolidation in the simplest form of the legal technicalities affecting the line including a careful statement of prioriUes,' f 28M Jtay, 18G2. 7 and a statutory defmition of " working ex- penses." Tlie Undersigned have had gToat satisfaction in find- ing that the last four of those requirements, as a whok', have practically been accomplished ; and as regards the iirst of them — the ecjuipment mortgage — they are especially glad to find that Mr. Watkin is able to re- port that it will not bo required until the largely- increased traffic of the line makes it profitable to raise it, and consequently that the earnings will be relieved of the absolutely first charge upon tliem (after work- ing expenses) of say £30,000 for equipment mortgage interest. » I III.— Postal Subsidy and Surrender of CoUatsral Securities held by Creditors. (2) The amount to be paid in futui'o by the Cana- dian Government for the Postal subsidy was referred some months ago by consent of tlie Governor-General in Council to a? arbitration, in which confidence is entertained, and the award of the referees is very sliortly expected. The Legislative Assembly or Lower House of the Canadian Parliament would not cousent to capi- talize the Postal subsidy by an issue of Province Bonds, but the Arrangements Act (sec. 2) empowers the Company to issue Bonds, the principal and interest Qf which shall be a first charge on the postal and mili- tary payments ; and these Bonds will be accepted f»,t par ' 8 l>y the judgniont oieditoivs claims. Memomndvm, s in part payment of their It was a leadin- part of the scheme of July, 1861, that in consideration of a dividend of 10s in the £ in cash or province bonds, and the remainder in ordinary bonds (called Fourth Preference stock in the Arrangements Act) tlie Judgment Creditors should dehver back to the Company the bonds and other securities, amounting at par to say £641,600, at present held by the creditors as collateral security and it was particularly pointed out that the redelivery ot these collateral securities would provide a satisfac- tory margin, out of Nvhicli, if necessary, and by a special vote of the Company, any future expenditure might be met. The refusal of the Province to capitalize ih^ postal subsidy renders it impossible for the Company to offer a 10s. dividend in cash or province securities,— and to Hns extent the result of the legislation is to be deeplv deplored. ^ ' The Undersigned have conferred with the judgment creditors on this vital part of the arrangement, and they are bound to admit the liberal spirit in which those gentlemen have mot tlie applications made to them. The Undersigned have not attempted to dis- guise the fact that the mode of payment alone avail- able for the judgment d(>bt8 is markedly inferior in character to the nxode of payment contemplated i^ 'IWi Ji(h/, 1862. 9 , the scheme of last year. On the other hand, the Undersigned feel strongly that it is incu^ubent on all parties to render the present re-adjustment of the affairs of the Company practically complete in all its branches ; and as the result of tlie negotiations which have been set on foot the Undersigned arc happy tc announce that the great object will be accomplished of freeing the Company from the pressure of judgment debts, and also of recovering for the benefit of the bond and shareholders at large, a considerable pro- portion of the collateral securities referred to above. IV.— Reduction of Lease Rents, &o. (3) The proposal of the Second Report as regards general concession by all claimants on the Line was, that the Detroit and Sam la lease rent should be re- duced from £36,000 to about £20,000 per annum ; that for a period of five years, 1862-66, the Atlan- tic and St. Lawrence lease rent should be reduced about £12,000, or from 6 per cent, to 5 per cent. ; and that the first and second Preference and Ordinary Bonds should also submit for the same period to reductions of annual interest. The Select Committee proposed five years, because they were desirous of imposing as small a burden as possible on the suffering interests. In place of the five years proposed, clauses have been adopted extending the term co ten years, to •flip Rl cf fjoir nf T^«'»'^'»Y»l-«<^v TOfrn tj. • '. ,!sr-. .^i -v ^U^j \}l Xr^.^,x,LUlJx:l, j.a|.i. XL SCCmS tO liSiVQ 10 Memorandum. been considered that five years was too short a period to permit a full recovery of the property, and that in order to avoid future legislation and disputes it is wiser to provide legally for a ten years' terni; but not of course debarring the parties concerned from the benefits of an earlier recovery if it can ]}e accomplished. The Undersigned do not consider that under all the circumstances it will be for the interest of the Bond and Shareholders to lefusc their concurrence in the extended term. As concerns the Detroit and Sarnla Lease, the Undorsigiied have great pleasure in stating that tlie lessors have consented to accept for the remainder of the lease, £22,500 per annum instead of £36,000 per annum, permitting, therefore, on this siagle transac- tion, a saving of £13,500 per annum. In the case of the Atlantic and St. Lawrence Lease, the Undersigned have every reason to believe that sucli arrangements will 1)0 made among the Atlantic and St. Lawrence Bond and Shareholders as will permit a reduction of the Grand Trunk payment to them from say £73,000 to say £02,000, (to which, however, must be added the interest on the capitalized arrears), or a saving of about £12,000 per annum. A Committee oi Atlantic and St. Lawrence Bond and Shareholders, consisting of Sir Joseph Paxton, Mr. Cutbill, aiul Mr. Hale, have issued a report dated 9th July, instant, in favour of accepting the terms proposed by the Grand Trunk, and thnv hnvn nf»ll«»nf/vl mwi aonf 4/% Portland proxies intended to promote that acceptance. - 28/7/ July, 1862. 11 ' It has been already pointed out that the, say, £30,000 per annum for interest on the Equipment Mortgage mentioned last year, ^vill not no^v be required. In an appendix (A. page 17, seq.) a detail is given in order of priority, of the payments to be made out of mt Earnings according to tho facts as now ascertained, and according to the calculations of the second report of July, 1861; and the result is a dbnimition of cliargo of say £24,000 in f-ivour of the present actual state of the case. There is also given in appendix (B. page 18, seq.,) a tabular return of the exact position, as regards principal and interest, of £100 of oacli kind of Grand Trunk security under the provisions of the Arrange- ments Act. This statement will enable holders to see at once tho practical operations of the proposed measure. t to - V. —Reformed Management. (4) Thp sclieme oi' reformed management proposed last year can now be fully carried out by the Arrange- ments Act. The legal domicile and the supreme management of the Compaq,' may be centred in England; votes are given to Bondholders; and the Line is placed entirely on tho footing of a com-ercial enterprise, to be carried on in all its parts with a single view to the profit of the owners. Working oxpensos as well as traflie can be published at short intorvn]. . and from first to last the thorough and entire control of the property is placed in the hands of tho persons 12 Memorandum, in this country who hold the bonds and shares of the railway. Tiie Undorsi-ned have from the first been strongly of opinion that it is to this transfer of the seat of management and control, and to the due exercise of then- authority by the Share and Bondholders, that perhaps in the largest degree we must look for the future prosperity of the undertaking. Tlie Arrangements Act also consolidates the le-al technicalities affecting the line, clearly sets forth tlio order of priority in which net earnings shall be dis- tributed ; and carefully defines working expenses. As regards the powers contained in the 35th section of the Act, on the subject of satisfying certain claims in Canada, the Undersigned have ascertained that mea- sures have been taken properly to define and restrict the operation of the powers so given. Mr. Watkin has stated at length in his report the progress already made in the plans of wholesome Co. operation among the Canadian railways. The Under- signed are fully persuaded that the real interests of all the Canadian railways are not unreasoning rivalry l)ut judicious co-operation, and tliey desire to see the policy of harmonious action largely extended. But among tlio moat gratifying portions of Mr. Watkin's report are the statements given in by him of the prospective saving of say £ tO,00() per annum in the expenses of the Locomotive and Car Dopurtments ; of the large savings in other branches ol' the service; and of the thorough revision of the system of nnnou and record prevailing over tlie line. .11 n 4- '' '2Wi July, 1862. 13 VI. -Considerations affecting the Course to be now adopted. (5) Collecting to-ellici- the ihcts and considerations which inrtucnco tlic decision to l)c arrived at under present circumstances, it appears to tlie Undersigned tliat hifacou)' of accepting and adopting the "Arrange- ments Act" wliich will 1)0 brought before the meethig of the 8th August proximo, there are the following advantages to be gained, dividing them into two groups, viz. ;— I. 1. The E(piipment mortgage of i:500,000 is dis- pensed with, or at all events postponed. 2. The Lease rents arc largely reduced. 3. The Postal subsidy is placed on a sound and reasonable basis. 1858, 1859, 1860, 1801, 1802, 55 >5 55 JJ 55 J2,030 1.1,510 5)8,491 103,170 165,000 —the £165,000 in the year just closed being a net result, after charging to revenue large sums for repair of the permanent way, and is also a net result arrived at before the introduction of the large economy of say £40,000 or i:50,()00 in working expenses which Mr. Watkin announces. The sum required to pay the lease rents on the reduced scale, and the interest of 5 per cent, per annum on the iirst and second preference bonds, is Lease Rents and Mortgages, say ... £98,500 First Preference, interest ... 100,000 Sc^o»^^i » M „ 56,000 Until the Civil war in America is at an end, it is impossible to make reliable calculations as to the future. Each Bond and Shareholder must therefore judge for himself with what negiee of speed the future earnings *■ 28M July, 1862. 15 ^ ! of the line are likoly to cnublo it to ovcrtcake the success sivc claims upon those carninjrs; always rememhenng, however, that there arc four indispcnsalilo conditions apart from which it may be safely said thai the Grand Trunk Railway can never emerge from its diilioulties : these conditions arc— (1) relief from the harass and pressure of the existing debts-(2) supreme control in and from England -(3) thorough commercial man- agement in Canada— and (|.) such a period of concession by all claimants as will give the line rest for a reason- able period, and a fair opportunity of establishing its hold over the trafhe. The Undersigned are distinctly of opinion that the best and speediest means l)y which these objects can be accomplished will be by the adoption, on the 8th August proximo, of the « Arrangements Act," to be ' then submitted. VII.— Conclusion. (^5) It appears to the Undersigned that if this Act be adopted, it may be regai-ded as a final measure in the legislative history of the Grand 'Vmnk Company. The period of concession provided by the Act is abundantly ample to permit the property to llnd its fair and intrinsic level. All out-standing legal questions will have been closed ; the Hallway will luive becon^.e an English Company ; and the rights and claims of all parties will have been defined. And it is in this sense of a final measure that the Undersigned venture to wvm- fhn 5u.nnr>f„«..« „*• fu_ Arrangements Act upon the Bond and Shareholders. 16 jt Memorandum, li would be botli unjust aud ungrateful to close this Memorandum without some acknowledgment of the great services wliieli have been rendered to the Grand Trunk Kaihvay by Mr. AVatkiii during the past twelve months. At a moment of great difficulty, ho consented to go to Canada for the purpose of carrying out the measures of Reorganization aud llelief set forth in the second report of July, 1861. In accom- plishing this ol)ject, he has several times crossed and re-crossed the Atlantic ; and he has personally inves- tigated the condition of the entire property from one end of the Line to the other. It is lor the Bond and Shareholders adequately to thank Mr. Watkiu ; the Undersigned can only convey to him their personal acknowledgments for the successful manner in Avhich he has given effect to a scheme of policy with which their names happen to be connected. The oliicial functions of the Undersigned were closed a year ago, but they venture to think that the Bond aud Shareholders will not regard as unwarranted or unbecoming the Statement noAV submitted, with the single object of placing before them the real nature of the measures necessary to reduce into practice the Scheme of reform and recovery proposed after pro- longed enquiry by the late Select Committee. llOliERT W. CRAwroiii>. William NEwiiiAiiCH. Samuel J. Arnold. WlLLIA^r EVAN.S. William IIaetridoi;, WILLIA:^r Smith. Henry Wheeler. A. Statement, in Order of Priority, of tl.'e Annual Char- of tlie Line. ^^eaon tlieEarninga l'r(.|M>sc(l inuiliticjition. -vimu.u Oaai^^c. a, t.ay st .,j,l ,„.iui. to any 1 As prior to liny "niiliilai. Uoii, (1) .£;)00 00() I;:.|uii.u..nt .AI<.rf;i„jire, proposed tu l)L' miseil at (i pur cunt, per annum I ""(I' asci.nuinal to he uinucisscni/ 6.300 (i„) T,i,„„, ,5^,,,, ix.,,,,,,^,,,.,.^ (mortgn^e) 2,46r. ( 1 J) I^ritisi, Amnican Lan,l Cunpm.v's an,! iMontroal Seminary Honds (nioi-t.-a-e) 3.000 I (lo) n,nf a,„, i„r, ,.,,( on Lands purchasll I lint nut paM lor 73.637 (2) Rontof./^/./^^Va.c/.S'*. /;',,„,".«„,.,■ K,,s";i line, ivdno.'d to ;-i per cnt., with arrears I uiltli'd to Jannary, I8ti3 36,000 (2«) ]{.,,t of Drfroit a'nd .SVinua leased line I redneed to 5 jier eent 'I £ jo,oco 1 -.700 5,400 '.23* 2,054 jl , 000 3,000 <55-545 : 65,545 i »?,oco 1 22,r)00 HJ,4 7 98,499 23,978 121,422 { { ISA ( on ' i-^W PnKFEnnxrK and Ohdinart Boxd=.. | 186,(.90 (3) IVelorenee ( 1st and 2nd ) I5o„ds eon verted I 11"" ',l'''''st an.l .Seeond ]'re.erein'e ! ! Moek respeetivelynndearryingvotes i^<,5;^ 15557; 33,000 (4) Ordinary 7 per eent. TJon.ls. £500,0(10 dne I \ ' I '" ''.'■K>l"''-- 1 t*t;-'..'unvei ted into ••'i'hii.t I 1 relerenee Sto. k " and carryin- votes 281,378 (5) Ordiiniry JJonds. ineludin- 7' per eent Mondsdue in Oetolier, Im17 and ls:2 converted inio '• Fourth rreHnnec .Voek and earryino' votes, iiiehuhnp luso in fhiH sum the amounts of " iMMirth Preference Stock" to he taken l»y the juilgmeat creditors io.oco 20,000 fi24,4!tO 135. "589 135,689 ... y, Ilf- '''itAnr, CAriTAf,. (r.) Mnirc capital paid up €2,-81.600, ron- vericd info "Consolidated Stock," and entitled to 3 per cent. p.T auuuni. - • -: '••• •'■!t!f-i to i) jierrent. pel' nnnuni, and with right of coiitinucnt incR'ase rV. PnoviNctAT, Advances. Amount of £3,111,500 advanced hy the rrovinco l + !3>74' -109,763 23,078 ....''^s?A'?!^?r?:r..ay;.i^^^^^^^^^^^^ 18 B SUitement showing the position of £100 of each chiss of Grand Trunk Bonds now existing, from and after 1st January, 18G3, under the projMwals of the Select Committee of 18(51 {2nd Jieporl, sects. 10 to 14) as modified or extended hy the " Grand Trunk Arrangements Act," 1802 :— ■ Class of Bonds. ■ Present FoiniTir Piu:i-Kni;\CE Stock oil Omii.NAUv G n:ii Cknt. Homjs. airoais from 1st Jnn., '60. i~ o Si = S j Princi- 5 | J S are entitled I pal. Ifc^-S Bate of Interest! j to whicii the ' Assumed several Classes Principal 1st Jan. for years j 1867. B-^--^ ISOJ-Ol lS05-66i FmsT PnEiKuiixci;. arrears Iruin Ist July, 'GO. Secoxd Preferkxce. arrears from L■ 2S ; io,w;i.'j February 4 1 10,009 lo,t't 111, tot 11, M3 11 18 25 March 1862 PerMilo i pcrWu.k. j 10 9 11 1 10 12 Gross Trafflc. Per ifilp pt-r Wt'uk. 12,2 U I2,;).i3 II.I-U 0,070 3 11,601 10 i 13,l^,0 17 ! 11,571 24 ll,;71 31 1 15,-^85 April 7 ! 14,418 11 14,50) 21 14,m 28 ... 13,716 10,504 10,832 10 16 11 6 10 14 10 15 11 15 U 2 1 9,035 S,:)15 8,070 11,1.-8 12 12 12 13 11 15 10 Gross TrnfHc. 11.409 11 14 10 4 8 11 S 18 11 10 9.521 I 9 15 May June 5 12 19 12,.390 ll.t.'O 11,.527 26 \ ll.OSO 2 ! 13,022 9 10,952 16 ......... 11,117 23 10,!t()9 30 lI,l,-,7 13,884 14,281 11,757 11 19 13 12 15 15 2 16 7 14 8 11 17 15 11 17 14 2 14 14 12 13 11 1.5 11 17 12 13,o<2* 14,. 320 14.0ii0 10,032 18,00 •< General Average. 12 1 9 5 9 4 10 1116 16,125 18,103 16,112 15,219 13,743 12,992 12,751 13,333 13,792 i:i,.V.io 13,817 11.001 12.543 12 13 *> 13 n 15 5 17 1 l'^,225 ir,i.-.3 U,v.'i) 10,401 10,2 !0 15,512 17,071 U,371 10,512* 8,2iH( 15.011 13,5 H 18,921 16,748 Pl-l Mile PIT Wuek. IS 15 18 15 5 17 17 6 16 13 16 18 4 14 16 15,520 14 4 14 15 10 12 14 15 14 17,169 17,778 13,733 13,505 16,389 J5 12 12 11 18 11 14 12 4 13,207 12 2 12.125113 11 i 12 12 12 10 12 13 11 11 10 13,143 12 1 11,491 15,11.30 11,105 U.r.io 13,015 12,914 13,638 13,097 13,605 15,951 16 8 9 13 7 1 14 6. 12 8 17 7 13,352 12 3 16 16 6 12 12 12 7 15,621 14 6 13,198 12 9 14,550 13,439 12 18 14,943 14 7 • From the 3rd of March the calciilaUons are The Ust four months corarareless favourlbfy inckfded"^ ^68, the Riviire du Loup eection with 1861 In consequence of the American war. 20 Weekly Traki ic I860 axd 1861. SECOND HALF-YEAR. ■!f^J^^^7<$7C /t<^z tCe^^r^ »:^