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j : ■ t

\ •■«

TO THE SHAREHOLDERS

OF THE

Toronto,Grey&Bmce Railway Company

Gentlemkn, —

On the 2.")tli of Jfay I addressed a circular to you on the subject of the pro-
posed lease of your Railway to the Grand Trunk Railway Company, and the offer of
the Northern k Hamilton & North- Western Railways, both of which proposals ore to
be submitted to you, at a meeting called to consider them, on the 28th inst.

On the 3rd inst., certain Directors of the Company addressed ymi by circular, in
oi)position to my views, and they have referred to me in such terms, and made such
extraordinary statements, that I am tompelled to answer tlum.

I propose, in the first place, to refer to the personal paragraph of the Directors'
circular. It was quite unnecessary to inform the general public that 1 am Cartage
Agent of the Great Western Railway, and also of the Northern Railway, nor has this
any bearing whatever on the case iu ipiestion. I was for years a creditor of the T. G.
& B. R'y, for a large sum, and am now perhaps t'e heaviest individual bond and
shareholder of the Ccmipany, and it would be more reasonable to attribute my action
to this fact, than to the reasons assigned by the Directors, which have no inliuence
with me whatever.

Were I disposed to retaliate in the same style of argument, I might ask whether
Mr. Worts and his followers have not some other interest to serve, quite ai)art from
what is to your benefit; and 1 am led to the conclusion that they have, from the fact of
their persisting in advocating this Grand Trunk Railway agreement, in the face of an
offer so manifestly superior.

I am accused of misstating the facts in reference to the negotiations with the Grand
Trunk Railway during the winter, but this I emphatically deny, and can disjjrove,
as I propose to show you. The offer upon which the (irand Tnuik Railway agreement
was founded came from that Company in April. The I )irectors say that it was matle by
the T. G. A R. R. ]ioard in January, ^[y rei)ly is that in .January, in a letter to Mr.
Hickson, the Grand Trunk Railway was informed that as the municipalities had failed to
vote the bonuses on which the previous agreement was bas(Ml, that agreement was at an
end, and that the T. G. & R. R. Hoard intended to proceed with and complete the recon-
struction and improvements of the line themselves, licfori^ negotiating further with
any Compan,^, and they did so proceed with the work, which is now in progress. In
April, when the new Grand Trunk Railway proposal came before tiu' Roard, 1 expri'ssed
the surprise 1 felt that the understanding so distinctly come to had bi'cn violated, and
this new proposal sprung \ipon us, and carried so far, without my knowledge, and
without allowing me an opportunity of proving what 1 had so often declared to lie my
belief, that nnudi better terms could be nnule with another (,'ompany, if it was finally
determined to lease or part with the control of the line. I then procured the offi'r
from the Northern I'i: Hamilton it North-Western Railways, but it was treateil in
a moHa contemptuous manner, and scarcely received any ciaisideration. It thus
became apparent that the nnijority of the Roard were determined to consummate
their unfair l)avgain, in sjiite of every remonstrance, and I had to appeal to the Court
of Clumeiry to restrain them, andnn injunction was granted by that Court.

These Directors further allege tinit tiny adopted the (irand Trunk agreemi nt and
rejected the Northern Si Hamilton \' North-Western, because an agreement with the
latter Company cotild not be made without the sanction of th<' Governiuent, and tliey
say they were told on the best authority that such sanction would not lie given.
Tlu'BO are entirely gratuitiams and unwarranted assumptions, nnd these geiitlimeii
failed entirely in their duty to you, and to the bondholders, when they set up siu'li
difilculties in the way of a proiposal which was so evidently for your benellt. \\i re
tiu' Roard willing to nnike the arrangement with the Northern & Hamilton .V Noiiii-
Western Companies, there would be no ditViculty in doing so, Experience has simwu
that the Governnunt are just and genercais in tlnir tii'iitment of railway c(iMipiinies
in ilitlicultieK: and tiiose people who have imested their money, 1 Imve reason to
believe, would not he deterre(l uiuiecessaiily from making arraiigenienls lieneliciMl to
themselves, and which affect no one t Ise.

1. 'I'lii'V siiy llic iiolicy of tlic N'orthoni A- liainiltou I't Xdi'tli-Wu.stfin Riiihvavs
wciul 1 lie 1 1 ili\trt tratlic to tlicir own lines from tlic T. (1. it li. !{., ami tliiit the ofl'er
(f iilinseiitdtiou oil tile Boiud of in!iiiaf;'iiieut would not prevent this. To this I
r 'ply, there vtmlil ]:e no reason to mloj)t such a course, and if there were, it could not b ■
dou", as effectual hiirriirs would he inserted in the agreement to prevent it. But let
us see how it would he with the Grand Trunk llaihvay. No provision is made for the
T. <;. A: J', li. I!, to have a voice in the management, and they would have nothing to
h;iy I'.s to late.s, n ir p.acticuUy as to tlio division of them. The chance, therefore, of
the gross r.'ci ipts ever exceeding the amount recjuired to produce tlie minimum guar-
antee is very i emote.

2. They are hold enough to asseit that although apparently ofl'ering a larger
peiecntageand a higher mininnnu rentiil hv .$20,(100 per annum, the mt r( ceiiits from
the .\iirth( rn ^' Hamilton & North-Western Railways would not he higher than from
ti.. (irand Trunk, and this hecause the following items would not be payable under
the (iiand 'i'liink agreement, but would he under tln' other arrangement : —

(") To he paid to thv Grand Trunk Itailway as rent for right of way

between Weston and Toronto, an agreed S 1,000 00

(i> Toll to he paid by the Grand Trunk Railway for the use of your
line as a double tiack between Weston ami Queen Street, ns
a', reed .nOOO 00

('•I Tolls to be derived for the use of Queen's Wharf and Elevator,

as agreed 3,000 00

((/) Twenty-live per cent, of estimated traffic from the Wingham
Ih'anch, which AFr. Hendrie objects to build, but which the
Grand Trunk Railway will construct without any monej' from
the Toronto, Cirey Oi: liruce Railway (i.OOO 00

(' ) Interest on bonuses lost to this Company if the line is not worked

by Grand Trunk Railway 1 ,">00 00

l,/"i Interest on value of bonds to be issued at (.say) par, instead of

five per cent, premium 2,")'J0 00

The caK'uli'tions made by these gentlemen art truly astonishing : —

(") is an amount to be paid lo the Grand Trunk Railway Co.

yli) i> an amount to he paid lij/ the Grand Trunk Railway Co. And yet both are
not to be payable under the Grand Truidi agreement, but are to be pay-
> able undi r the Xortliern. It also appears to have escaped their nn/mory

thai the Northern has a track from Weston to T'oronto, and ecjual facil-
ities with the Grand Trunk for doing the business of the T. G. & B.
Ry. Co.

('■I This is an item of detail, which i;an easily be provided for in the Northern A:
llannlton X- NiU'th-Western Railway agreement, and tliese gentlemen
have no ground for assuming that such a payment would be refused.

(il) The (irand Trunk Co. has not agreed to build the Winf,'liam Branch, and I
only objected to its being built by the T. G. it B. Ry., there beii\g no
money available for such a purpose. The amount voted l)y the munici-
palities to construct this Rranch, would pay about a quarter of its cost.
The estimate of !?('), 0110 to come from that ipiartci', as proiit from tvalllc
from a town the size of Wingham, with the G. W. Ry. already est:il>-
lished there, exists only in the imagination of these gentlemen, and will
never be verified.

(') Ihe biiuusiM for which iuturest is here chiinii'il, are so burdened with con-
ditions, which will cost HO nnich more than the amount realized fiom
them (o I'ullil, that even with the Graml Trunk agreement it would be
better in the Company's interest not to use them.

(/I Tliis is the most marvellous of all the calculations yet, and nu'iins that
under the Grand Tnuik agreenu'nt, the iww issue of bonds will sell at
o per cent, premium, and only at par under the other arrangement. I
venture to say, that under an agreement with tlie Northern it North-
Western, (he boiuls of the T. G. it J}. H'y would sell certainly as well,
proliaidy better, than under a lease to the Grand Trunk. At the iireseiit
moment the Northern Ry. •■) per cent, lionds are quoted in iiondon at
lo.">. and the Hamilton it North-Western at 111, ami the T. G. it B. Ry.,
both JH'W and ohl issue would take prooudence of these Hccurities, and
therefore be more valuable.

Tlio whole six items have heen mauufactured for this occasion ami amount to
nothing.

3. The superiority of the Grand Trunk connections is now put forward, hut
they are not named. The following, however, nre or will he the connections .■itcured
hy the X. & H. & N. \\. lUs., viz. :—

The Grand Trunk itself.

The Great Western.

The Canada Southern.

The Ontario A- Quebec.
Consider how much more valuable to the country, as well as to the owners of
the line, it will he to have the opportunity of making rates with all these lines to the
seaboard and the west, than to be under the control exclusively of the Grand Trunk,
and compelled to accept such terms as to rates and fares as they choose to impose.

4. This objection is very general, and is disposed of in clause 1.

•5. The assertion here made that the Grand Trunk guarantee is good, but the
N. & N. W. ll'ys is doubtful; it is singular, to say the least of it, to tlnd Mr. Wods,
who is familiar with the history of Canadian railways, endorsing; this statement, as he
mmt know well that the past history of the Northern bears a very favorable comparison
with that of the Grand Trunk, and he oughi to know the present value of the securi-
ties of the two Companies before hazarding such an assertion. It does not become
these gentlemen to make this silly attempt to decry the credit of great puldic com-
panies, for the sake of some special advantage to themselves, and to bolster up a
weak case.

The n'.vt attack is on my statement that the Rnilway would he better worked in
the interests of the shareholders as an independent line than under the Grand Trunk
agreement. To tliis I still adhere, but as the large majority of the proprietors are
desirous of leasing their line, it is to all our interests that we should obtain the most
wo can for it.

With respect to the §200,000 of tlie paid-up stock, which it is proposed to give
the Grand Trunk, there is no mention of this, nor any provision nui<le for it in the
first Grand Trunk .igreement, and it is evidently an after-tiiougiit of theGraml Trunk
Company, so that they may he in a position to control the shareholders' vote. '': lie
valuable property alluded to has been or is in process of being paid for in cash to the
Grand Trunk Company, and if this Grand Trunk arrangement falls through, the
stock remains the property of the Company.

Finally, these gentlemen appeal to you as large bond and shareholderH, and iis
merchants and business men of Toronto, and they are as follows : —
, J. G. WouTs,

John Leys,
Gi:o. GoomouitAM,
W. II. Bkattv,
Ahtuih H. Lek.
These gentlemen have close family and business relations, being a veritable f uuily
c(mipact, and they have voted as one man in all nuitters between them and myself.
It appears proper for me at this time to call attention to tlieci .nbination, and it may
" strike tlie shareholders of the T. G. & H. li. that //i.iV interest in our railway is not
entirely disinterested." At all events, if it siiould liappen t'at an ulteri(U' object liad
to be served by tliese gentlemen, the majority of the Hoard would be well ailiipted to
the purpose.

Mr. Mackay'fl name is associated with these gentlemen, and as aniercliant inter-
ested in maintaining the trade of Toronto, all I can say is, I cannot umlerstaiul how
it should he. Mr. Gibson, of Wrox'jter, is a small shareholder ; Mr. Farley and Mr.
Middleton, being i.(-nfficio members, have no personal stake in the Company, and
cannot therefore be expe( ted to I'are for your interests ; and as Mr. Kanisay, the Vii e-
President of the Company agrees with me his name is alis 'ut f.v>m ili • circula".

In the event of your approving the course 1 have taki'n, and of your being
unable to attend the next nu'eting of shareholders ralU'd for 2Hth June next, to rejed
the proposed agreement with the Grand Trunk Hailway Company, ami nceept tlmt of
the N. & H. & N. W. lly's Co.'b, will you kindly sign and return tlu> em losed proxy,
enabling Mr. E. 11. Osier, of Toronto, or myself, to act for you.
Yours respectfully,

WILLIAM HENDRIE,

DniKcinii,
Hamilton, i)th June, 1881.