(^^zX^r^ 
 
 EXHIBIT 
 
 OF THE 
 
 WILMINGTON & MANCHESTER 
 
 RAILROAD COMPANY. 
 
 1851. 
 
 
 . 
 
 ^g^yzgkg^ 
 
 William Van Norden, Printer, 120 Fulton Street, N. Y. 
 
Library 
 
 OF THE 
 
 University of NortK Carolina 
 
 This book was presented by 
 
 0^> 3£5> I - Vsj ns*. 
 
M.Det'Hay y->jfll 
 
 XHIB'IT 
 
 OF THE 
 
 CONDITION AND PROSPECTS 
 
 OF THE 
 
 WILMINGTON & MANCHESTER 
 
 RAILROAD COMPANY. 
 
 CHARTERED BY THE STATES OF NORTH AND SOUTH CAROLINA 
 
 NEW YORK : 
 
 WM. VAN NORDEN, PRINTER, 120 FULTON STREET. 
 1851. 
 
Digitized by the Internet Archive 
 
 in 2012 with funding from 
 
 University of North Carolina at Chapel Hill 
 
 http://www.archive.org/details/exhibitofconditiOOwilm 
 
OF THE CONDITION AND PROSPECTS OF THE 
 
 WILMINGTON AND MANCHESTER RAILROAD COMPANY. 
 
 OnABlEBED BY THE STATES OF NORTH AND SOUTH CAROLINA. 
 
 The Wilmington and Manchester Railroad now in pro- 
 gress extends from Wilmington, North Carolina, the ter- 
 minus of the Wilmington and Raleigh Railroad, (now in 
 operation,) to the Camden Branch of the South Carolina 
 Railroad, (also in operation,) near Manchester, South Ca- 
 rolina, a distance of 162 miles. 
 
 By means of this road, the great chain of railroads 
 along the Atlantic coast, from Montgomery, Ala., to the 
 northern cities, will be complete, and the disagreeable 
 sea route from Wilmington to Charleston, S. C, so much 
 dreaded and deprecated by the travelling public, dis- 
 pensed with. 
 
 Besides, in taking the place of the Wilmington boats, 
 it must inevitably be substituted in their stead for the 
 transportation of the main northern and southern mail, a 
 change now greatly desired by the post-office department 
 and the public generally ; and especially so by the Wil- 
 mington and Raleigh Railroad Company, who are anxious 
 -to dispense with their boat line, heretofore and still entail- 
 ing upon them a heavy expense and but little profit. 
 
The transportation by this road of the mail, will shorten 
 the schedule time from New York to Augusta, Georgia, 
 about nineteen hours, assuming that the rest of the pre- 
 sent route in connection with it, is retained ; but by some 
 modifications of the schedule, much more time may be 
 saved, and so soon as the Georgia Railroad connects with 
 Montgomery, Ala., (the work on which is now progressing 
 in a manner that puts its completion beyond doubt within 
 the next twelve months,) the saving of time from New 
 York to New Orleans would be from sixty to seventy 
 hours. 
 
 The position of this Road, its connections North and 
 South, its easy grades, freedom from curves, and conse- 
 quently cheap construction, is such as to put it beyond 
 the competition of any other route for the mail and travel 
 betwixt New Orleans and New York. This consideration 
 had great weight in the original undertaking, and has 
 given confidence to its stockholders and friends ever 
 since. 
 
 By an examination of the map, it will be seen how the 
 extension south and west from the Georgia Roads are 
 progressing ; and as these avenues of travel are opened, 
 their lateral branches multiplied, and the intercourse be- 
 twixt that country and the northern cities increased, the 
 amount of travel which must pass over this road as the 
 great trunk line of communication from North to South, 
 cannot now be fairly estimated by any comparison which 
 can be drawn from the present business of the connect- 
 ing lines now in operation on either side of it. 
 
 The route selected for the Railroad between Wilming- 
 ton and Manchester is direct and level, shorter than any 
 road now travelled. One hundred and fifty- four miles of 
 the distance is made up of straight lines, connected by 
 easy curves, — only eight miles of curves occur in the 
 whole distance, and four and a half miles of this is in 
 descending the grade at the junction with the South Ca- 
 rolina Railroad. 
 
Iii no instance is the grade over thirty feet per mile, 
 and this for a short distance in particular localities. 
 
 From the crossing of the great Pee Dee River in South 
 Carolina, to Wilmington, a distance of ninety-five miles, 
 the greatest resistance encountered in the direction of the 
 greatest traffic, is that due to a grade of fifteen feet per 
 mile, and this line, with few exceptions a straight one. 
 
 This Road occupies an intermediate position at its 
 crossing of the great Pee Dee River, with Cheraw, (the 
 head of navigation of that river,) and the sea coast, being 
 about forty miles distant from the former and from fifty 
 to sixty miles of the latter. 
 
 The country through which it is located in South Ca- 
 rolina, (some ninety-five miles,) is uniformly fertile, pro- 
 ducing cotton and corn in great abundance, and much of 
 it well adapted to wheat. It is so located as to be within 
 twenty miles of the extreme of the productive cotton re- 
 gion below it, and lies below that region along the valley 
 of the great Pee Dee and its tributaries, the only outlet 
 to market for which is the Great Pee Dee River, which is 
 not generally navigable for steamers from June to the 
 middle of November, but light boats used as lighters from 
 Cheraw to the crossing of the road can be ordinarily used 
 throughout the entire season. 
 
 Once in operation, it will command the whole trade of 
 the Pee Dee country as well as a portion of the valley of 
 - the Wateree, as the cost of transportation will not be 
 equal to the freights on the rivers, which at the most im- 
 portant season to the cotton planters, (the coming in of 
 the new crop,) are too low for navigation. 
 
 Accurate estimates from the census recently taken, and 
 from the actual receipts of cotton in Charleston during 
 the season of 1849-50, from the Pee Dee steamers, show 
 that the country through which this road runs in South 
 Carolina, and that tributary to it for transportation, pro- 
 duced in 1849 some 70,000 bales of cotton averaging 450 
 lbs. each. This production, large as it may seem, will 
 
, in a few years be increased considerably, as valuable bo- 
 dies of land are being prepared and sought for along por- 
 tions of the line hitherto neglected, for want of facilities 
 of transportation to market, except at great expense. 
 
 In that portion of North Carolina traversed by this road 
 contiguous to South Carolina, the soil is equally adapted 
 to the cultivation of cotton, but has not hitherto been used 
 for that purpose, owing to its distance from market and 
 the means of reaching it. 
 
 The whole line in that State, however, is through a 
 thick forest of the best pine, well adapted to the making 
 of naval stores, as also affording the best timber for lum- 
 ber and shipping purposes, or at least as good as can be 
 found in the South. 
 
 The low grades to Wilmington will enable the Com- 
 pany to transport with profit all of these articles to that 
 port, which is now the most prominent in that trade of 
 any southern city. 
 
 The facilities possessed at Wilmington for storing and 
 disposing of these articles are most ample, as the Com- 
 pany own a ferry and causeway to the town of near one 
 hundred years' standing, and own not only the ferry and 
 adjoining wharf, sufficiently large for their immediate bu- 
 siness, but have purchased upwards of one hundred and 
 fifty acres of land, and nearly one and a half miles of 
 river front opposite the town, which have already appreci- 
 ated in value, and for which they have paid some $25,000. 
 
 The Company propose to have their warehouses and 
 wharfs so constructed as that vessels can load and dis- 
 charge their cargoes at a trifling expense to the owners 
 of produce and merchandize. 
 
 The Wilmington and Raleigh R. R. Co. have been and 
 are now realizing large receipts for the transportation of 
 naval stores, and the country in North Carolina topped by 
 this road, is now much better adapted to the producing 
 of these articles, as the pine timber is more abundant 
 and not injured by use. 
 
The right of way has, with a few exceptions, been re- 
 leased to the Company, without charge, including depots, 
 water stations, and depot grounds of five acres each. 
 These exceptions are confined chiefly to trust estates and 
 property held by minors, and if it were all necessary to 
 be paid for, the price would not exceed, it is believed, 
 five thousand dollars. 
 
 At the junction with the South Carolina Railroad, ar- 
 rangements are making which will throw every facility 
 in the way of the Company both in respect to travel and 
 transportation, that will occasion no delay in either. So 
 that having a communication by railroad to two seaports, 
 the Company enjoy advantages in respect to transportation 
 possessed by few others. 
 
 In addition to the business immediately tributary to the 
 road, a Company has been chartered by the South Caro- 
 lina Legislature to build a road from Cheraw to connect 
 with this a few miles west of the Great Pee Dee River, 
 which will be commenced so soon and it is thought before 
 this road reaches that far east from its junction with the 
 South Carolina Railroad. This, with plank roads extend- 
 ing into the wealthy cotton region of North Carolina from 
 Cheraw, now contemplated, will give a large increase in 
 the transportation of cotton, wheat, corn, and merchan- 
 dize, and put an end to the steam navigation of the Pee 
 Dee altogether. 
 
 CAPITAL STOCK. 
 
 The Capital Stock is fixed by the Charter at $1,500,000, 
 with the privilege on the part of the Company to increase 
 it at their option to 83,000,000. 
 
 COST. 
 
 Mr. Fleming, the engineer of the Company, who has 
 been upon the work since its commencement, and who 
 
located the road, submitted estimates of the costs to the 
 meeting of Stockholders in January last, when he was 
 enabled to speak, from two years experience, of the actual 
 cost. It was as follows : — 
 
 Graduation and Bridging, - - - - $470,000 
 Superstructure Iron, 51 lbs. per yard, 850,000 
 Superintendence of, finished in 2 years, 40,000 
 Contingencies, - 6,000 
 
 Machinery, -------- $1,421,000 
 
 8 Locomotives, - - - - $56,000 
 
 8 Passenger Cars, - - - 16,000 
 
 6 Mail Cars, ----- 9,000 
 
 60 Freight Cars, - - - - 48,000 
 
 $129,000 
 
 Total cost of Road and outfit, - - $1,550,000 
 
 " The total length of the Road is 1,619 miles, and con- 
 sequently the total cost per mile, is $9,574, which is far 
 below the cost of any road constructed with as heavy 
 iron, and so permanent plans." 
 
 This appears to be a very low cost for such, a work, 
 and ordinarily it would be, but when it is recollected that 
 the slight excavations and embankments which are en- 
 countered, are through a country where there is no rock, 
 and but little hard clay, and also, that the timber is 
 abundant along the whole line, of the best pitch pine, 
 almost the only cost of which is the preparation of it for 
 market, it will not be regarded so remarkable. It is es- 
 pecially entitled to confidence when the grading is based 
 on contracts more than one half of which have been 
 finished and paid for, and the balance let at stipulated 
 prices, and progressing, and the timber on 40 miles of the 
 Road, which is the most expensive part, in respect to that 
 article contracted for, and in a state of delivery. Since 
 
9 
 
 then, contracts for timber as well as for an additional 
 quantity of iron have been made which fully sustain the 
 estimates. 
 
 WAYS 'AND MEANS. 
 
 To meet the above expenditures for constructing the 
 Road and putting it an operation, the Company rely upon 
 the following means, part of which have been already ap- 
 propriated and expended as will be presently noticed. 
 
 Subscriptions of Capital Stock by individuals 
 in North and South Carolina, - - , - _ $651,000 
 
 Six per cent. Bonds of the town of Wilming- 
 ton, N. C.j authorized by the Legislature of 
 North Carolina, taken in payment for Stock, - $100,000 
 
 Subscription of the State of South Carolina, $200,000 
 
 $951,000 
 
 To be raised by the Bonds of the Company, 
 convertible into Stock and secured by mortgage, 
 to complete purchase of rails, machinery, and 
 prepare it for running, -------- $600,000 
 
 $1,551,000 
 There might be added to the subscription of 
 Stock, that made by the Legislature of North 
 Carolina at its session of 1851, of - - _ _ $200,000 
 
 But this latter subscription is coupled with conditions 
 which has induced the Company to decline accepting it 
 for the present. At the last meeting of the Stockholders 
 it was left to the Board of Directors to acceptor reject it, 
 and as they have, till January next, by the terms of the 
 subscription to decide, they have deemed it proper to 
 leave it for the present open for consideration. If it is 
 deemed for the interest of the Company, it will be re- 
 ceived, otherwise not. 
 
 2 
 
10 
 
 The individual subscriptions are in small amounts, in 
 proportion to the means of the subscribers, and the amount 
 stated above are regarded available. 
 
 The subscription of the State of South Carolina has 
 been appropriated for the purchase of 3,200 tons of T 
 rails, to be laid down from the junction of the South Caro- 
 lina Rail Road, the last of which, by the contract, is to 
 be delivered in June next. About one-half of this 
 amount has been delivered, or is on its way to Charleston, 
 S. C, and the work of laying it down at the junction has 
 commenced. 
 
 ESTIMATED PROFITS OF THE ROAD. 
 
 In connection with this subject, one remark will apply, 
 not generally applicable to enterprises of this sort, and that 
 is, it will not, after it is finished and in operation, have to 
 make its business ; that business is already made and 
 waiting for its completion to be at once thrown upon it. 
 
 On the south will be railroad connections to Montgom- 
 ery, Ala., (the present route of the mail and travel,) and 
 also to Nashville, Tenn., with the route shortened some 
 twelve hours to Wilmington ; and on the north will be 
 the same mail connections to New York, with a line 
 branching off from Weldon, North Carolina, (the Seaboard 
 and Roanoake road, now nearly finished to that point,) 
 opening an expeditious and pleasant communication with 
 the same point along the coast, with commodious steam- 
 ers on the Chesepeake and aline of fine boats now build- 
 ing, from New York to Norfolk. 
 
 In addition to this, the country through which it runs, 
 already finely developed and rapidly improving, is pro- 
 ducing large quantities of cotton, grain, and other pro- 
 ducts, which must seek it at once as the speediest and 
 cheapest route to the seaboard, and the immense amount 
 of merchandize purchased in New York and Charleston 
 for the fall and winter trade for the whole Pee Dee coun- 
 
11 
 
 try, including that in North as well as South Carolina, 
 will be gladly thrown upon it, to reach its destination 
 seasonably, having heretofore to remain in Charleston on 
 account of low water in the Pee Dee and other streams, 
 until one half the business season has passed. 
 
 The completion of this road will create a new state of 
 things, and it will be immediately put in requisition to 
 avoid these serious and expensive delays in the business 
 of merchants and others. 
 
 With respect to the mail, this road will be a first-class 
 line, and will receive the maximum pay now allowed on 
 other first-class lines. This, therefore, can be easily ar- 
 rived at. 
 
 With respect to the travel, some data may be obtained 
 by taking that on the adjoining roads, which on them is 
 steadily increasing with their recent improvements in 
 laying down a heavy rail, notwithstanding the objection 
 to a sea route from Charleston to Wilmington. As a mat- 
 ter of course, the increase will be greater when the con- 
 nection is complete. 
 
 The freights from produce and merchandize can only 
 be approximated by a comparison with the receipts of 
 the same roads, and a knowledge of the resources of the 
 country through which it runs. 
 
 The last census shows that the three districts in South 
 Carolina through which this road runs centrally, produced 
 in 1S49, about 40,000 bales of cotton, increased some 
 5,000 in 1850. 
 
 This, together with that of the districts and counties 
 above the line of the road tributary to the Pee Dee, must 
 seek this road as a means of reaching market eventually. 
 
 Mr Fleming, the engineer, who was engaged in the 
 construction of the Wilmington and Raleigh Road, and 
 for some time superintendent of it, submitted some es- 
 timates based upon the receipts of that Company, as per 
 their report in Nov. 1S50. 
 
12 
 
 The receipts of that Road were, from local business : 
 
 Passengers, - - - $62,382 62 
 Freight, 71,051 26 
 
 — $133,433 88 
 Through Passengers, 96,853 33 
 Mail, - \ 40,477 50 
 
 — 137,330 83 
 
 Total, $270,764 71 
 
 He says : — " It will be observed that the local business 
 is nearly one half the receipts, and that is an increase 
 over the previous year of $26,235, or nearly 25 per cent. ; 
 and with an increased motive power, the road re-laid 
 with a heavy rail, no doubt is entertained but a corres- 
 ponding increase will ensue for several years. The 
 country through which your road passes contains a larger 
 population, its productions are more varied and valuable, 
 and consequently will bear a higher rate of transportation 
 than those transported on the Wilmington and Raleigh 
 Road. I assume it, therefore, as an incontrovertible fact, 
 that the local business of your line will exceed, while the 
 through passengers and mail will yield the same revenue 
 as the Wilmington and Raleigh Road." 
 
 The receipts of this latter Company (W. andR. R. R.) 
 for the last six months, and since their report was made, 
 exceed those of the corresponding six months of the pre- 
 vious year $52,101 90, as appears by a certificate of the 
 treasurer to me ; and with a corresponding increase in 
 the next six months, will swell the receipts of that Com- 
 pany to more than $100,000 over those of the last year. 
 
 That road does not pass through a cotton country, and 
 the road to Manchester having all the advantages of that 
 in other respects, must of course command a better local 
 business. 
 
13 
 
 The receipts of the South Carolina Railroad (a distance 
 of 240 miles, including the branches to Columbia and 
 Camden) for the year ending on 12th February last, were 
 
 $912,720 25. 
 
 Of this the receipts from travel were, $272,373 37 
 
 From freights, 593,356 7S 
 
 From mail and minor sources, - - - 46,9S0 15 
 
 showing a vast difference, compared with the Wilming- 
 ton and Raleigh Road. 
 
 The line of the Wilmington and Manchester Railroad, 
 in South Carolina, is through as thickly inhabited and as 
 productive a country as any portion of the South Carolina 
 Railroad, for the same distance, and will command as 
 good a local business and travel. So that it is deemed 
 but fair to take some medium betwixt the receipts of the 
 other two Companies coming nearer to the receipts of the 
 Wilmington and Raleigh Road, to be safe. 
 
 But, taking the receipts of the last year of that Road, 
 and assuming that the next six months of this will equal 
 the last six, and we have for that road : 
 
 Receipts for one year, to Nov., 1S50, 
 
 as per report, - $270,764 71 
 
 Increased receipts of 1851, - - 104,203 SO 
 
 $3S1,96S 51 
 
 50 per cent, off for expenses, which, 
 
 on the net receipts, ($1,550,000,) 195, 9S4 25 
 
 is over 12 per cent., or 10 per cent, and 40,9S4 25, to ap- 
 propriate to interest on the debt of the Company. 
 
 PROGRESS OF THE WORK. 
 
 On the first day of January last, the Engineer reported 
 that the grading -of one-half the road had been finished, 
 
14 
 
 and the balance of the grading under contract and in 
 progress. 
 
 The work has been pushed with energy since then, and 
 the Company have the guaranty that it will be ready in 
 full time for the iron. 
 
 The timbers on 40 miles of the road in South Carolina, 
 are being delivered, and a large part of the balance as 
 well as that for bridging, is under contract, which, to- 
 gether with all the rest, the Company can obtain as soon 
 as needed. 
 
 There are purchased and in a course of delivery in 
 Charleston, for the western end of the road, 3,200 of T 
 rails, weighing 51 pounds per yard, and a contract has 
 been made for delivery at Wilmington, in November and 
 January next, lor 3,000 tons of the same, for all of which 
 the means are provided to pay, without contracting any 
 debt. 
 
 When this Iron (6,200 tons) is delivered, there will 
 have been expended on the Road, including the Iron, 
 some $700,000. Contracts have also been made for a 
 locomotive and the necessary cars to lay the road, and to 
 answer for present purposes in its running, when laid, to 
 the extent of the Iron now purchased. 
 
 For the balance of the Iron, (7,000 tons,) Machinery, 
 Passenger and Freight Cars, Chairs, Spikes, &c, the 
 Company propose to borrow money on their seven per 
 cent, mortgage Bonds, payable in 1S66, in the City of 
 New York, with the interest, payable there semi-annually, 
 and to secure them by a mortgage of the property and 
 effects of the Company, now in possession and to be ac- 
 quired, by the proceeds of the Bonds when realized, in- 
 cluding the Iron, Machinery, Depots, Depot grounds and 
 franchises of every kind. 
 
 They propose to make their mortgage to cover Bonds 
 to the amount of six hundred thousand dollars, feeling 
 well satisfied that, if necessary, other subscriptions of 
 
15 
 
 Stock, besides that of the State of North Carolina, can 
 be fully relied upon to finish the road, and put it in opera- 
 tion. 
 
 The mortgage they regard as an ample security for the 
 whole debt, as they have every confidence that the busi- 
 ness of the road will be such as to induce the Bond-hold- 
 ers to convert them into stock before their maturity. The 
 holders of the bonds may rely with the fullest confidence 
 that the interest and principal will be promptly met, as the 
 proposed loan is the first and only debt of the Company. 
 
 The promptness with which the adjoining Companies 
 have uniformly met their payments of principal and inte- 
 rest, notwithstanding their far heavier liabilities, than we 
 propose, and the present increased value of their stock 
 and securities afford evidence that the securities we offer 
 will be a safe and profitable investment of capital. 
 
 Messrs. Winslow, Lanier & Co., No. 52 Wall Street, 
 New York, are the Agents of the Company to sell the 
 Bonds, to whom we refer for any further information 
 desired. 
 
 W. W. HARLLEE, 
 
 President. 
 New York, 1st May, 1851. 
 
APPENDIX. 
 
 EXTRACT FROM LAW OF SOUTH CAROLINA. 
 
 Extract from an Act of the Legislature of South Carolina, 
 and ot the Legislature of North Carolina, entitled " An 
 Act to charter the Wilmington and Manchester Railroad 
 Company." Ratified by the Legislature of South Caro- 
 lina on the 18th of December, 1846, and by the Legis- 
 lature of North Carolina on the 9th of January, 1847. 
 
 Section 1. — " Be it enacted by the Honorable the Se- 
 nate and House of Representatives, now met and sitting 
 in General Assembly, and by the authority of the same, 
 
 That for the purpose of establishing a communication 
 by Railroad between the States of South and North Caro- 
 lina, from Wilmington in the last mentioned state, or from 
 some point near that place, to Manchester in South Caro- 
 lina, or to some point near that place, the formation of a 
 Corporate Company is hereby authorized, to be called the 
 Wilmington and Manchester Railroad Company, which 
 company when formed, in compliance with the conditions 
 herein prescribed, shall have corporate existence as a body 
 politic in perpetuity, in each of the states aforesaid." 
 
17 
 
 EXTRACT FROM LAW OF NORTH CAROLINA. 
 
 An Act to amend the charter of the Wilmington and 
 Manchester Railroad Company. 
 
 Section. 1 — Be it enacted by the General Assembly 
 of the State of North Carolina, and it is hereby enacted 
 by the authority of the same, that the fifteenth section of 
 an act, ratified the ninth day of January, one thousand, 
 eight hundred and forty seven, entitled. " An Act to 
 Charter the Wilmington and Manchester Railroad Com- 
 pany," be so amended as to authorize the President and 
 Directors of the said Company to issue bonds or notes, 
 bearing seven per cent, interest, which interest shall be 
 payable semi-annually, for the purpose of borrowing mo- 
 ney to complete and stock their road. 
 
 Section 2. — Be it further enacted, that the said section 
 of said act be farther amended, so as to authorize the 
 President and Directors of the said Company to sell or 
 dispose of the bonds or notes of the said Company, authc- 
 thorized under that section, to be issued and made pay- 
 able, either in this State or out of it, upon such terms as 
 they may deem best for the interest of the Company, and the 
 sale of any such bonds or notes, for the purpose of borrow- 
 ing money to complete and stock their road, shall be valid 
 and binding on. said Company. 
 
 Read three times and ratified in General Assembly, this 
 28th day of January, A. D, 1851. 
 
 Section 14. — " Be it enacted that the President and 
 Directors, or a majority of them, shall have power to 
 borrow money for the objects of this act to issue cer- 
 tificates or other evidences of such loans, and to make 
 the same convertible into the stock of the Company, at the 
 pleasure of the holder. Provided, that the capital shall not 
 thereby be increased to an amount exceeding three mil- 
 
 3 
 
18 
 
 lions of dollars ; and to pledge the property of the Com- 
 pany for the payment of the same with interest ; Provided, 
 that no certificate of loan convertible into stock, or creating 
 any lien or mortgage on the property of the Company, 
 shall be issued by the President and Directors, unless the 
 expediency of making a loan on such terms, and of issu- 
 ing such certificates, shall have first been determined on, 
 at a general meeting of the Stockholders by two-thirds of 
 the votes which could be legally given in favor of the 
 same " 
 
 11.5 
 
 RESOLUTIONS OF STOCKHOLDERS. 
 
 Office Wilmington & Manchester R. R. Co. 
 Marion Court House, S. ft, April 12th, 185. 
 
 At a general meeting of the Stockholders of the Wil- 
 mington and Manchester Railroad Company, held at Wil- 
 mington, N. C, on Thursday, the 10th of April, 1S51, 
 pursuant to the resolutions of the Stockholders of said 
 Company adopted at their general meeting, held at Marion 
 Court House, S. C, on the 12th of March last. There 
 being present in person and by proxy, 6574 shares, being 
 more than two-thirds of all the stock now subscribed, and 
 entitled to more than two-thirds of the votes which could 
 be given. The following Preamble and Resolutions were 
 upon motion of Wm. Wright, Esq., unanimously adopted. 
 
 " Whereas, it is important that the entire line of Rail- 
 road from Wilmington N. C, to Manchester, S. C, should 
 be speedily completed, and the same put into successful 
 operation, and it is deemed expedient that for the pur- 
 poses aforesaid, the President and Directors of this Com- 
 pany be authorized to borrow money, to issue certificates, 
 or other evidences of such loans, to make the same con- 
 vertible into the stock of this Company, at the pleasure of 
 the holders of the same, and to pledge the property of the 
 Company for the payment of the same with interest — it is 
 therefore — 
 
19 
 
 " Resolved, That the President and Directors of this 
 Company, or a majority of them, be and they are hereby 
 authorized and empowered for, and in behalf of this Com- 
 pany, to borrow a sum not exceeding in the aggregate 
 eight hundred thousand dollars, ($800,000) and to issue as 
 evidences of such loan or loans, as may be negotiated by 
 them by virtue of this resolution ; certificates or bonds to 
 be signed by the President, and attested by the corporate 
 seal of this Company, which said certificates or bonds 
 shall be redeemable or payable, not less than ten, nor 
 more than twenty years, from their several and respective 
 dates, shall bear interest not exceeding seven per centum 
 per annum, payable semi-annually ; and the same shall 
 at the pleasure of the holders thereof, be convertible into 
 the stock of this Company, at its par value — 
 
 " Resolved, That to secure the payment of the Certificates 
 of loan or bonds, so as aforesaid to be issued, and also of 
 the interest accruing on the same, the President and Direc- 
 tors of this Company be, and they are hereby authorized 
 and empowered to execute a deed of mortgage, transfer- 
 ring all and singular, the real and personal estate, pro- 
 perty and effects now belonging to this Company, and a 
 subsequent deed of all the real or personal property or ef- 
 fects which may be acquired by this Company from the 
 proceeds of the sales of the certificates of loan or bonds 
 to be issued as aforesaid, in which said several deeds, all 
 such covenants, conditions, uses and trusts, shall be con- 
 tained as to the President and Directors shall seem expe- 
 dient and proper." 
 
 I certify that the above is a correct copy from the pro- 
 ceedings of the Stockholders meeting, held as above 
 stated, 
 
 JNO. McRAE, Jr., Secretary. 
 
20 
 
 RESOLUTION OF BOARD OF DIRECTORS. 
 
 Office of Wilmington & Manchester, R. R. Co 
 Marion C. H. S. C. April 12th., 1851 
 
 :1 
 
 At a meeting of the Board of Directors of this Company, 
 held at Wilmington, N. Ca., on the 10th., inst., the fol- 
 lowing resolution was unanimously adopted, viz, — 
 
 "Resolved, That the President be authorized to issue the 
 bonds of this Company, to the amount of Eight Hundred 
 Thousand Dollars, bearing seven per cent, per annum in- 
 terest payable semi-annually — redeemable in ten to twenty 
 years as may agreed on ; or to him shall seem best, which 
 said bonds may be convertible into the stock of this Com- 
 pany at its par value at the option of the holders thereof 
 within any time, from the dates thereof to within one year 
 prior to the maturity of the bonds — and that he be author- 
 ized to execute a deed mortgaging the property and effects 
 of this Company, now in possession and to be hereafter 
 acquired by the proceeds of said bonds : — with such trusts 
 as may be deemed advisable for the interest of this Com- 
 pany to such Trustee as may be selected by him." 
 
 A true copy from the minutes of the Board of Directors 
 of the Wilmington & Manchester Railroad Company. 
 
 JNO. McRAE Jr. Secretary. 
 
21 
 FORM OF THE BOND. 
 
 UNITED STATES OF AMERICA; 
 
 CONVERTIBLE LOANS OF THE 
 
 WILMINGTON AND MANCHESTER. RAILROAD COMPANY, 
 
 Chartered oy the joint Acts of the States of South Carolina 
 and North Carolina. 
 
 Know all men by these presents, That the Wil- 
 mington and Manchester Railroad Company acknowledge 
 themselves to owe, for money received to purchase and 
 transport iron rails, and for superstructure and equipments 
 for and construction of their road, to Edward Sandford or 
 bearer one thousand dollars, which sum said Company 
 promise to pay to the said Edward Sandford, or to the 
 holder hereof, at the Merchants' Bank in the City of New 
 York, on the first day of June, eighteen hundred and 
 sixty-six, together with interest thereon at the rate of 
 seven per cent, per annum, semi-annually on the first day 
 of June and the first day of December ensuing the date 
 hereof, until the said principal sum shall be paid, on the 
 presentation of the annexed coupon or interest warrants at 
 the Merchants' Bank in the city of New York. And the said 
 Company also agree to transfer to the holder hereof, at 
 any time prior to the first day of June, eighteen hundred 
 and sixty-five, wherever such holder shall elect to receive 
 the same, on the delivery of this obligation and of the un- 
 paid coupon to the trustee named in the annexed certifi- 
 cate, r or to his successor in the trust in the City of New 
 York, or to the treasurer of the said Company in Wil- 
 mington, North Carolina, ten shares of one hundred dollars 
 each, of the capital stock of said Company, in exchange 
 for and in satisfaction of this obligation. And said Com- 
 pany further agree that this obligation and all rights and 
 benefits arising therefrom, may be transferred by general 
 
22 
 
 or special endorsement, or by delivery, as though the same 
 were a note of hand payable to bearer, hereby waiving 
 all benefit from appraisement or valuation laws. 
 
 In testimony whereof, the said Company have hereunto 
 caused to be affixed their Corporate Sea], and these pre- 
 sents to be subscribed by their President. 
 
 Dated, Wilmington, N. C, 
 the first day of May, 1851. 
 
 W. W. HARLLEE, 
 
 Attest, President. 
 
 John McRae, Jun., Sec'y. 
 
 I, Edward Sandford, hereby certify that the Wilming- 
 ton and Manchester Railroad Company have executed to 
 me a deed of trust or mortgage, purporting to convey their 
 road and its appurtenances, as specified in the said instru- 
 ment, in trust for the benefit of the holders of their Bonds 
 of similar tenor as the foregoing, to an amount not exceed- 
 ing in all six hundred thousand dollars, with power to 
 take possession of and use or sell the same, or any part 
 thereof, after a default in paying the interest or principal 
 of said Bonds, or any of them, and that the foregoing is 
 one of the several Bonds described in, and secured by said 
 deed, and that I have caused said deed to be recorded in 
 the several counties of the States of North Carolina and 
 South Carolina through which said road passes. 
 
 Trustee. 
 
 FORM OF COUPON. 
 
 The Wilmington and Manchester Railroad Company 
 will pay to the holder hereof, on the first day of Decern- 
 
23 
 
 ber, eighteen hundred and fifty-one, at. the Merchants' 
 Bank in the City of New York, thirty-five dollars interest, 
 due on that day on their Bond, No. 
 
 $35. 
 
 Treasurer. 
 
 FORM OF THE MORTGAGE. 
 
 This Indenture made the first day of May, in the 
 year One thousand eight hundred and fifty one, between 
 the Wilmington and Manchester Railroad Company, 
 a corporation duly constituted as such by the law3 of the 
 states of North and South Carolina, of the first part and 
 Edward Sandford of the city of New York of the second 
 part. 
 
 Whereas, the parties of the first part, pursuant to the 
 terms of the statutes of the said States, incorporating 
 them, and other statutes of said States affecting them are 
 engaged in constructing a railroad from Wilmington, in 
 the state of North Carolina aforesaid, to Manchester, in 
 the state of South Carolina aforesaid, and for that pur- 
 pose need, and have resolved to purchase and transport 
 iron rails, machinery, &c, therefor; and also to raise 
 money for such purchase and transportation to an amount 
 not exceeding six hundred thousand dollars, and in order to 
 secure payment therefor, or repayment thereof, to execute 
 within the present year certain bonds not exceeding six 
 hundred in number, for the sum of one thousand dollars 
 each, to the persons who shall purchase the same, or 
 furnishing such rails, machinery and materials therefor, 
 payable on the first day of June, in the year Eighteen 
 hundred and sixty six, and bearing interest at the rate of 
 seven per centum per annum, payable semi-annually, on 
 the first day of each December, and of each June, en- 
 suing the date thereof, until the principal shall be paid, to 
 be on an equality so far as regards security for the repay- 
 
24 
 
 merit thereof by these presents, notwithstanding the same 
 may be issued at different times, each of said bonds being 
 authenticated by a certificate signed by said party of the 
 second part, and containing a clause permitting the 
 holders thereof to exchange the same at par for shares of 
 stock in said railroad company at par. 
 
 Now therefore, this Indenture witnesseth : That the 
 said parties of the first part in order to secure the pay- 
 ment of said bonds and interest, and in consideration of 
 the sum of one dollar to them at the sealing; and deliver- 
 ing hereof, in hand, paid by the said party of the second 
 part the receipt whereof is hereby acknowledged, have 
 granted, bargained, sold, transferred and conveyed, and by 
 these presents do grant, bargain, sell, transfer and convey 
 to the said party of the second part, his successors in 
 the trust hereby created and assigned, all the follow- 
 ing present and in future to be acquired property of the 
 said parties of the first part, that is to say, their road 
 made or to be made, including the right of way and land 
 occupied thereby together with the superstructure and 
 tracts thereon, and all rails and other materials used 
 therein, or procured therefor, inclusive of the iron rails 
 purchased or, to be purchased or paid for with the above 
 described bonds or, the money obtained therefor ; bridges, 
 viaducts, culverts, fences, depot grounds, and buildings 
 thereon, engines, tenders, cars, tools, materials, machinery, 
 contracts and all other personal property, right thereto or 
 interest therein; together with the tolls, rents, or income, 
 to be had or levied therefrom, and all franchises, rights 
 and privileges of the said parties of the first part of, in, to, 
 or concerning: the same. But nothing herein contained 
 shall be construed to prevent the parties of the first part 
 from selling, hypothecating, or otherwise disposing of any 
 city bonds or other securities received in payment of stock 
 or otherwise, or of any lands or other property of the com- 
 pany not necessary to be retained for their roadway, 
 depot, grounds, stations, nor required for the construction 
 
25 
 
 or convenient use of their road, nor from collecting monies 
 due the company, on stock, subscriptions, or otherwise, 
 provided they shall diligently proceed to collect and faith- 
 fully apply all such means to the construction and equip- 
 ment of their said road : And provided also that as default 
 shall have been made in the payment of the interest or 
 principal of any of the above described bonds. 
 
 To have and to hold the said premises and every part 
 thereof with the appurtenances, unto the said party of the 
 second part, his successors in said trust and assigns upon 
 the following trusts, that is to say, in case the said parties 
 of the second part shall fail to pay the principal or any 
 part thereof, or any of the interest, on any of said bonds 
 at any time when the same may become due and payable 
 according to the tenor thereof, when demanded, then 
 after sixty days from such default, upon request of the 
 holder of such bond, the said party of the second part, 
 his successors in said trust or assigns may enter into, and 
 take possession of all or any part of said premises, and, 
 as the attorney, in fact, or agent of the said parties of the 
 first part by himself, or agents or substitutes duly consti- 
 tuted, have use and employ the same, making from time 
 to time all needful repairs, alterations and additions 
 thereto ; and after deducting the expenses of such use, 
 repairs, alterations and additions thereto ; apply the pro- 
 ceeds thereof to the payment of the principal and interest 
 of all of said bonds remaining unpaid. Or, the said 
 party of the second part, his successors in said trust and 
 assigns, at his or their discretion may, or, on the written 
 request of the holders of at least one half of the bonds 
 then unpaid and unconverted into stock, shall cause the 
 said premises or so much thereof as shall be necessary to 
 pay and discharge the principal and interest of all such of 
 said bonds as may then be unpaid and unconverted as 
 aforesaid, to be sold at public auction in the city of 
 Wilmington, in the state of North Carolina, or in the city 
 of New York, giving at least forty days notice of the time, 
 
 4 
 
26 
 
 place and terms of such sale, and of the specific property 
 to be sold by publishing the same in two newspapers of 
 good circulation in each of the cities aforesaid, and 
 wherever else required by law, and execute to the pur- 
 chaser or purchasers thereof a good and sufficient deed of 
 conveyance in fee simple for the same, which shall be a 
 bar against the parties of the first part, their successors 
 and assigns, and all persons claiming; under them of all 
 right, interest, or claim in or to said premises or any part 
 thereof; and said trustee shall, after deducting from the 
 proceeds of said sale, the costs and expenses thereof, and 
 of managing such property, apply so much of the proceeds 
 as may be necessary to the payment of said principal 
 and interest due or unpaid on said bonds, and shall re- 
 store the residue thereof to the parties of the first part; it 
 being hereby expressly understood that in no case shall 
 any claim or advantage be taken of any valuation, ap- 
 praisement or extension laws by the said parties of the 
 first part, nor any injunction or stay of proceedings, or- 
 any process be applied for or obtained by them to prevent 
 such entry or sale as aforesaid. 
 
 And the said parties of the part hereby covenant for 
 the consideration aforesaid to execute and deliver any 
 fnrther reasonable and necessary conveyance of the pre- 
 misos or any part thereof to the said party of the second 
 part, his successors in said trust, or assigns, for more fully 
 carrying into effect the objects hereof, particularly for the 
 conveyance of any property subsequently to the date 
 hereof; acquired by said parties of the first part and com- 
 prehended in the description contained in the premises. 
 And the said parties of the first part hereby further 
 covenant, as aforesaid, that the money obtained for the 
 purposes aforesaid upon the said bonds, shall be faith - 
 fullv applied to the purchase and transportation of iron 
 and machinery for said road, and to the construction of 
 said road, and the expenses attending such loan and 
 purchase, and that said iron and machinery so purchased 
 
27 _ 
 
 shall be transported and used with due diligence, in the 
 construction and finishing of same railroad. And it is 
 hereby mutually agreed and these presents are upon this 
 express condition, that upon payment of the principal and 
 interest, or the conversion thereof into stock, in manner 
 named in said bonds, the estate hereby granted to said 
 party of the second part shall be- void, and the right to the 
 premises hereby conveyed, shall revert to and revest in 
 the said parties of the first part, without any acknow- 
 ledgment of satisfaction, reconveyance, re-entry, or other 
 act. And it is also further mutually agreed that the said 
 party of the second part, his successors in said trust and 
 assigns shall only be accountable for reasonable diligence 
 in the management therof, and shall not be responsible for 
 the acts of any agents employed by him or them where such 
 agent is selected with reasonable discretion, and that said 
 party of the second part, his successors in said trust or as- 
 signs shall be entitled to receive proper compensation for 
 every labor or service performed by him in the discharge of 
 his trust, in case he shall be compelled to take possession of 
 said premises, or any part thereof, or manage the same. 
 And it is further mutually agreed, that in case of the death, 
 mental incapacity, or resignation of the said party of the 
 second part, all his estate right, interest, power, and con- 
 trol in the premises shall be divested, cease and determine, 
 and the same shall from thenceforth, for the purposes 
 aforesaid, be vested in R.H. Winslow, and all and singular 
 the trusts and duties herein before enumerated, shall de- 
 volve upon the said El. H. Winslow, of the City of New 
 York, without any other or further assurance or convey- 
 ance of or for the same. And, in case of the death, men- 
 tal incapacity, or resignation of the said R. H. Winslow, 
 after the trust hereby created shall have devolved upon 
 him, the said parties of the first part shall, or in their de- 
 fault to take proceedings therefor for thirty days, the hold- 
 ers of a majority of the said bonds may apply to the Su- 
 perior Court of the State of North or South Carolina sitting 
 
28 
 
 in any county or district in said State, to appoint a new- 
 trustee, being a resident of the City of New York, to sup- 
 ply his place ; and thereupon such new trustee shall be- 
 come invested, for the purposes aforesaid, with all the 
 rights and interest hereby conveyed to or vested in the 
 said party of the second part, without any further assur- 
 ance or conveyance for the same, but if the same shall be 
 necessary, both or either of the parties hereto shall exe- 
 cute any necessary releases or conveyances for that pur- 
 pose. 
 
 In witness whereof, the parties of the first part have 
 caused their corporate seal to be hereto affixed, and the 
 same to be subscribed by their President, (and in compli- 
 ance with the laws of North Carolina,) by two of their 
 Directors : and the said party of the second part has set 
 his hand and seal the day and year first above written. 
 
 Signed, sealed and deliver- 
 ed in the presence of, 
 
 LEGAL OPINION. 
 
 I have examined the several Acts passed by the re- 
 spective Legislatures of the state of North Carolina, and 
 South Carolina incorporating the Wilmington and Man- 
 chester Rail Road Company, and the Act subsequently 
 passed by the Legislature of the state of North Carolina, 
 expresslly authorising the Company to issue its Bonds 
 bearing interest at seven per cent., payable in said State 
 or out of it, and to sell and dispose of such Bonds upon 
 such terms as the Company shall deem best to raise 
 money to complete and stock their road. 
 
 I have also examined the proceedings and resolutions 
 of the Stockholders of said Company, at their meeting 
 held on the 10th of April, 1S51, and of the Board of 
 Directors of said Company, at their meeting held on the 
 same clay. 
 
29 
 
 I am of the opinion, that under the said laws, the reso- 
 lutions passed by said Stockholders, and the resolutions 
 adopted by its Board of Directors, the said Company has 
 the right to issue and sell such an amount of their Bonds, 
 not exceeding in the aggregate, the sum of Eight hundred 
 thousand dollars, as the Company shall deem necessary 
 to raise money to complete and stock their road ; such 
 Bonds to be made payable at not less than ten nor more 
 than twenty years from their date. 
 
 That the Company has also proper authority to mort- 
 gage its property and effects to secure the payment of 
 said Bonds with the interest thereon. 
 
 I have also examined the form of the Bond proposed 
 to be executed by said Company for the purposes afore- 
 said, and also of the mortgage to be executed by said 
 Company to Trustees, to receive the payment of said 
 Bonds with interest, copies of which Bond and mort- 
 gage are annexed. I am of the opinion that the 
 said Bond and mortgage are in proper form, and 
 that the President of said Company has been duly in- 
 vested by the Stockholders and Directors thereof, with 
 all the powers and authority requisite to the proper 
 and legal execution thereof by him, to render the same 
 binding and obligatory upon said Company. And that 
 the said President has full power and authority to sell 
 and dispose of said Bonds upon such terms as to him 
 shall seem best for the interests of said Company, at or 
 below par. 
 
 EDWARD SANDFORD. 
 
 Neiv York, April 28th, 1851. 
 
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