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and Ascomycetes,-Eurotium, Erysiphe, Peziza, &c.,-but also established the existence of Parthenogenesis and Apogamy on so firm a basis that it is doubtful if all the combined workers who have succeeded him, and who have brought forward contending hypotheses in opposition to his views, have succeeded in shaking the doctrine he established before modern cytological methods existed. In one case, at least (Pyronema confluens), the most recent and skilful investigations, with every modern appliance, have shown that De Bary described the sexual organs and process accurately.

It is impossible here to mention all the discoveries made by De Bary. He did much work on the Chytridieæ, Ustilagineæ, Exoasceæ, and Phalloideæ, as well as on that remarkable group the Myxomycetes, or, as he himself termed them, Mycetozoa, almost every step of which was of permanent value, and started lines of investigation which have proved fruitful in the hands of his pupils. Nor must we overlook the important contributions to Algology contained in his earlier monograph on the Conjugatæ (1858), and investigations on Nostocaceae (1863), Chara (1871), Acetabularia (1869), &c. De Bary seems to have held aloof from the Bacteria for many years, but it was characteristic of the man that, after working at them in order to include an account of the group in the second edition of his book in 1884, he found opportunity to bring the whole subject of Bacteriology under the influence of his genius, the outcome being his brilliant Lectures on Bacteria in 1886. De Bary's personal influence was immense. Every one of his numerous pupils was enthusiastic in admiration of his kind nature and genial criticism, his humorous sarcasm, and his profound insight, knowledge, and originality.

Memoirs of De Bary's life will be found in Bot. Centralbl. 1888, vol. xxxiv. p. 93, by Wilhelm; Ber. d. d. bot. Ges. vol. vi., 1888, p. viii, by Reess, each with a list of his works; Bot. Zeitung, 1889, vol. xlvii., No. 3, by Graf zu Sohms-Laubach. (H. M. W.)

Debentures and Debenture Stock. An advantage incident in Great Britain to incorporation under the Companies Acts is found in the facilities which it affords a trading concern for borrowing on debentures or debenture stock. More than four hundred millions of money are now invested in these forms of security. Borrowing is not specifically dealt with by the Companies Acts at all, but that it was contemplated by the Legislature is evident from the provision in sect. 43 of the Act of 1862 for a company keeping a register of mortgages and charges. The policy of the Legislature in this, as in other matters connected with trading companies, was apparently to leave the company to determine whether borrowing should or should not be one of the objects defined expressly or by implication in the memorandum of association. A company cannot borrow unless it is expressly or impliedly authorized to do so by its memorandum. In the case of a trading company borrowing is impliedly authorized as a necessary incident of carrying on the company's business. Thus a company established for the conveyance of passengers and luggage by omnibuses, a company formed to buy and run vessels between England and Australia, and a company whose objects included discounting approved commercial bills, have all been held to be trading companies with an incidental power of borrowing as such to a reasonable amount. A building society, on the other hand, has no inherent power of borrowing, though a limited statutory power was conferred on such societies by the Building Societies Act, 1874; nor has a society formed not for gain but to promote art, science, religion, charity, or any other useful object. Public companies again, formed to carry out some undertaking of public utility, such as docks,

water-works, or gas-works, and governed by the Companies Clauses Acts, have only limited powers of borrowing.

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The indefiniteness of an implied power of borrowing, even when it attaches, has led to a general power of borrowing being usually inserted in a company's memorandum of association. It is left to the articles to define the amount to be borrowed, the nature of the security, and the conditions, if any, such as the sanction of a general meeting of shareholders, on which the power is to be exercised. Under the Companies Act, 1900, a company cannot exercise any borrowing power until it has fulfilled the conditions prescribed by the Act entitling it to commence business. A person who is proposing to lend money to a company must be careful to acquaint himself with any regulations of this kind, and to see (1) that the memorandum and articles of association authorize borrowing, and (2) that the borrowing limit is not being exceeded, for if it should turn out that the borrowing was in excess of the company's powers and ultra vires, the company cannot be bound, and the borrower's only remedy is against the directors for breach of warranty of authority, or to be surrogated to the rights of creditors paid out of the borrowed moneys. company proposing to borrow usually issues a prospectus, similar to the ordinary share prospectus, stating the amount of the issue, the dates for payment, the particulars of the property to be comprised in the security, the terms as to redemption, and so on, and inviting the public to subscribe. Underwriting is also resorted to, as in the case of shares, to insure that the issue is taken up. There is no objection to a company issuing debentures or debenture stock at a discount, as there is to its issuing its shares at a discount. It must borrow on the best terms it can get. A prospectus inviting subscriptions for debentures or debenture stock comes within the terms of the Directors Liability Act, 1890, and persons who are parties to it have the onus cast upon them, should the prospectus contain any misstatements, of showing that, at the time when they issued the prospectus, they had reasonable grounds to believe, and did in fact believe, that the statements in question were true; otherwise they will be liable to pay compensation to any person injured by the misstatements.

The usual mode of borrowing by a company is either on debentures or debenture stock. Etymologically, debenture is merely the Latin word “debentur,”—the first word in a document in common use by the Crown in early times admitting indebtedness to its servants or soldiers. This was the germ of a security which has now, with the expansion of joint-stock company enterprise, grown into an instrument of considerable complexity.

The Floating Debenture.—The form of debenture chiefly in use at the present day is that known as the floating debenture. By it the company covenants to pay to the holder thereof the sum secured by the debenture on a specified day (usually ten or fifteen years after the date of issue), or at such earlier date as the principal moneys become due under the provisions of the security, and in the meantime to pay interest until repayment, or until the security becomes enforceable under the conditions; and the company further charges its undertaking and all its property and assets, including its uncalled capital, with the payment of the amount secured by the debentures. The word "property" by itself will not cover uncalled capital. This is the body of the instrument; on its back is endorsed a series of conditions, constituting the terms on which the debenture is issued. Thus the debentureholders are to rank pari passu with one another against the security; the debenture is to be transferable free from equities between the company and the original holder; the charge is to be a floating charge, and is to be enforce

mortgages and charges, open for the inspection of creditors. It is also bound now, under the Companies Act, 1900, to register with the registrar of joint-stock companies at Somerset House all mortgages and charges of certain specified kinds made by the company, otherwise the security will be void.

able in certain events: for instance, if the interest is in arrear for three months, or if a winding up order is made against the company, or a resolution for winding up is passed. Other events are sometimes added accelerating payment. The conditions also provided for the mode and form of transfer of the debentures, the death or bankruptcy of the holder, the place of payment, &c. The term "floating charge" is used to distinguish it from one that is fixed. The charge attaches as soon as the debenture is issued, but it attaches to the assets for the time being only, i.e.,able only in the books of the company. Debentures to

it leaves the company free (or, to put it otherwise, gives it a licence) to sell, mortgage, lease, and otherwise deal with such assets as if no charge existed. This licence is involved in the fact that the debenture-holders' charge is on the company's undertaking, which implies that the undertaking is to remain a going concern. The licence extends, however, only to dealings in the ordinary course of business; it does not entitle a company to sell the whole of its undertaking and assets. Payment by a company of its just debts is always in the ordinary course of business, but satisfaction by execution levied in invitum is not.

Every debenture must now, under the Companies Act, 1900, bear the registrar's certificate of registration. This floating form of security is found very convenient both to the borrowing company and to the lender. The company is not embarrassed by the charge, while the lender has a security covering the whole assets for the time being, and can intervene at any moment by obtaining a receiver if his security is imperilled, even though none of the events in which the principal moneys are made payable have happened. If any of them has happened, e.g., default in payment of interest, or a resolution by the company to wind up, the payment of the principal moneys is accelerated, and a debenture-holder can at once commence an action to obtain payment and to realize his security. At times a proviso is inserted in the conditions endorsed on the debenture, that the company is not to create any mortgage or charge ranking in priority to or pari passu with that contained in the debentures without the consent of the debenture-holders.

Trust Deeds. When the amount borrowed by a company is large, and it is not meant that it should be soon paid off, it is very common for the company to execute a Trust Deed by way of further security. The object of such a trust deed is twofold: (1) it conveys specific property to the trustees of the deed by way of legal mortgage (the charge contained in the debentures is only an equitable security), and charges all the remaining assets in favour of the debenture-holders, with appropriate provisions for enabling them, in certain events similar to those expressed in the debenture conditions, to enforce the security, and for that purpose to enter into possession and carry on the business, or to sell it and distribute the profits; (2) it organizes the debenture-holders and constitutes in the trustees of the deed a set of experienced and business-like men who can watch over the interests of the debenture-holders and take steps for their protection if necessary. In particular it provides machinery

for the calling of meetings of debenture-holders by the trustees, and empowers a majority of (say) two-thirds or three-fourths in number and value at such meeting to bind the rest to any compromise or arrangement with the company which such majorities may deem beneficial. This is found a very useful power, and may save recourse to a scheme of arrangement under the machinery of the Joint-Stock Companies Arrangement Act, 1870.

Registration of Mortgages and Charges.-A company is bound, under the Companies Act, 1862, to keep a register of

Debentures Registered and to Bearer.-Debentures are usually of two kinds—(1) registered debentures, and (2) debentures to bearer. Registered debentures are transfer

bearer are negotiable instruments, and pass by delivery. Coupons are attached for interest. Sometimes debentures. to bearer are made exchangeable for registered debentures, and vice versâ.

Redemption.-A company generally likes to reserve to itself a right of redeeming the security before the date fixed by the debenture for repayment; and accordingly a power for that purpose is generally inserted in the conditions. But as debenture-holders, who have got a satisfactory security, do not wish to be paid off, the right of redemption is usually qualified so as not to arise till (say) five years after issue, and a premium of 5 per cent. is made payable by way of bonus to the redeemed debentureholder. The number of debentures to be redeemed each year is also limited. The selection is usually made by drawings held in the presence of the directors. A sinking fund is a convenient means often resorted to for redemption of a debenture debt. Such a fund is formed by the company setting apart a certain sum each year out of the profits of the company after payment of interest on the debentures.

Debenture Stock.-Debenture stock bears the same relation to debentures that stock does to shares. "Debenture stock," as Lord Lindley states (Companies, 5th ed. 195), "is merely borrowed capital consolidated into one mass for the sake of convenience. Instead of each lender having a separate bond or mortgage, he has a certificate entitling him to a certain sum, being a portion of one large loan." This sum is not uniform, as in the case of debentures, but variable. One debenture-stockholder, for instance, may hold £20 of the debenture stock, another £20,000. It is this divisibility of stock in fact, whether debenture or ordinary stock, into quantities of any amount, which constitutes its peculiar characteristic, and its convenience from a business point of view. It facilitates dealing with the stock, and also enables investors with only a small amount to invest to become stockholders. The property comprised in this security is generally the same as in the case of debentures. Debenture stock created by trading companies differs in various particulars from debenture stock created by public companies governed by the Companies Clauses Act. The debenture stock of trading companies is created by a contract made between the company and trustees for the debenture-stockholders, known as a debenture-stockholders' trust deed, analogous. in its provisions to the trust deed above described as used to secure debentures. By this deed the company acknow ledges its indebtedness to the trustees as representing the debenture-stockholders to the amount of the sum advanced, covenants to pay it, and conveys the subject matter by way of security to the trustees with all the requisite powers and provisions for enabling them to enforce the security on default in payment of interest by the company or the happening of certain specified events evidencing insolvency. The company further in pursuance of the contract enters the names of the subsisting stockholders in a register, and issues certificates for the amount of their respective holdings. A deed securing debenture stock requires an ad valorem stamp.

Remedies.-When debenture-holders' security becomes

enforceable there are a variety of remedies open to them. These fall into two classes (1) remedies available without the aid of the Court; (2) remedies available only with the aid of the Court.

(1) If there is a trust deed, the trustees may appoint a receiver of the property comprised in the security, and they may also sell under the powers contained in the deed, or under § 25 of the Conveyancing Act, 1881. Sometimes Sometimes similar powers to appoint a receiver and to sell-are inserted in the conditions endorsed on the debenture.

(2) The remedies with the aid of the Court are (a) an action by one or more debenture-holders on behalf of all for a receiver and to realize the security; (b) an originating summons for sale or other relief, under Rules of Supreme Court, 1883, O. 55, R. 5A; (c) an action for foreclosure where the security is deficient, all the debenture-holders must be parties to this proceeding; (d) a winding-up petition. Of these modes of proceeding, the first is by far the most common and most convenient. The company is generally consenting, and the action comes on for judgment on agreed minutes, when the Court directs accounts and inquiries as to who are the holders of the debentures, what is due to them, what property is comprised in the security, and gives leave to any of the parties to apply in chambers for a sale. If the company has gone into liquidation, leave must be obtained to commence or continue the action, but such leave in the case of debenture-holders is ex debito justitiæ. The administration of a company's assets in such actions by debenture-holders (debenture-holders' liquidations, as they are called) has of late encroached very much on the ordinary administration of winding up. The chief sufferers from the floating security, when it comes to be enforced on winding up, are the company's unsecured creditors, who find that everything belonging to the company, uncalled capital included, has been pledged to the debenture-holders. The conventional answer is that such creditors might and ought to have inspected the company's register of mortgages and charges.

Reconstruction.-When a company reconstructs, as it often does in these days, the rights of debenture-holders have to be provided for. Reconstructions are mainly of two kinds (1) by arrangement, under the Joint-Stock Companies Arrangement Act, 1870, and (2) by sale and transfer of assets, either under § 161 of the Companies Act, 1862, or under a power in the company's memorandum of association. Under the Joint-Stock Companies Act a petition for the sanction of the Court to a scheme is presented, and the Court thereupon directs meetings of creditors, including debenture-holders, to be held. three-fourths majority in value of debenture-holders present at the meeting in person or by proxy binds the rest. Debenture-holders claiming to vote must produce their debentures at or before the meeting. Under the other mode of reconstruction-sale and transfer of assets-there is usually a novation, and the debenture-holders accept the security of the new company in the shape of debentures of equivalent value or-occasionally-of fully paid preference shares.

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A point in this connexion, which involves some hardship to debenture-holders, may here be adverted to. It is a not uncommon practice for a solvent company to pass a resolution to wind up voluntarily for the purpose of reconstructing. The effect of this is to accelerate payment of the security, and the debenture-holders have to accept their principal and interest only, parting with a good security and perhaps a premium which would have accrued to them in a year or two. The company is thus enabled by its own act to redeem the reluctant debenture-holder on terms most advantageous to itself. To obviate this hard

ship, it is now a usual thing in a debenture-holders' trust deed to provide the committee of the London Stock Exchange indeed require it—that a premium shall be paid to the debenture - holders in the event of the security becoming enforceable by a voluntary winding up with a view to reconstruction.

Public Companies.-Public companies, i.e., companies incorporated by special Act of Parliament for carrying on undertakings of public utility, form a class distinct from trading companies. The borrowing powers of these companies, the form of their debenture or debenture stock, and the rights of the debenture-holders or debenture-stockholders, depend on the conjoint operation of the companies' own special Act and the Companies Clauses Acts, 1845, 1863, and 1869. The provisions of these Acts as to borrowing, being express, exclude any implied power of borrowing. The first two of the above Acts relate to mortgages and bonds, the last to debenture stock. The policy of the Legislature in all these Acts is the same, namely, to give the greatest facilities for borrowing, and at the same time to take care that undertakings of public utility which have received its sanction shall not be broken up or destroyed, as they would be if the mortgagees or debenture - holders were allowed the ordinary rights of mortgagees for realizing their security by seizure and sale. Hence the Legislature has given them only "the fruit of the tree," as Lord Cairns expressed it. The debentureholders or the debenture-stockholders may take the earnings of the company's undertaking by obtaining the appointment of a receiver, but that is all they can do. They cannot sell the undertaking or disorganize it by levying execution, so long as the company is a going concern; but this protecting principle of public policy will not be a bar to a debenture-holder, in his character of creditor, presenting a petition to wind up the company, if it is no longer able to fulfil its statutory objects. Railway companies are affected by further special legislation, which will be found in the Railway Companies Powers Act, 1864, the Railways Construction Facilities Act, 1864, and the Railway Securities Act, 1866.

Municipal Corporations and County Councils.-These bodies are authorized to borrow for their proper purposes on debentures and debenture stock with the sanction of the Local Government Board. See the Municipal Corporations Act, 1882, the Local Authorities Loans Act, 1875, and the Local Government (England and Wales) Act, 1888.

United States. In the United States there are two meanings of debenture (1) a bond not secured by mortgage; (2) a certificate that the United States is indebted to a certain person or his assigns in a certain sum on an audited account, or that it will refund a certain sum paid for duties on imported goods, in case they are subsequently exported.

BIBLIOGRAPHY.-MANSON. London, 1894. SIMONSON. London, 1898. - PALMER. bentures). London, 1900.

Debentures and Debenture Stock. Debentures and Debenture Stock. Company Precedents, 7th ed. (De(E. MA.)

Debreczen, a municipal town of Hungary, 114 miles east of Budapest, with (1900) 75,006 inhabitants. The country belonging to the town forms a vast plain 370 square miles in extent, on which are few dwelling-places, but where roam hundreds of thousands of cattle, horses, sheep, and pigs.

Debu Lake. See NIGER.

Decatur, capital of Macon county, Illinois, U.S.A., near the Sangamon river, at an altitude of 668 feet. Its site is level, its street plan regular, and it has a good water supply and well paved streets. Five railways meet here, making it a commercial point of much importance. Among its manufacturing establishments are flour-mills and car shops, and in its vicinity are coal-mines. Popula

tion (1880), 9547; (1890), 16,841; (1900), 20,754, of whom 1939 were foreign-born and 620 negroes.

Decazeville, a town and railway station in the arrondissement of Villefranche, department of Aveyron, France, 22 miles in direct line north-west of Rodez. Coal and iron are worked in the vicinity, and supply the raw material for very important ironworks, first established in the year 1827 by the Duc Decazes, which have since grown to such magnitude that the town ranks as the chief centre of the coal and iron industry in the south-west of France. Free schools and various benevolent institutions for the workpeople are in operation. A statue commemorates the founder. Population (1881), 6793; (1896), 7434, (comm.) 9634; (1901), 11,536.

Decimal System. See WEIGHTS AND MEASURES. Dédéagatch, a seaport of Turkey, capital of the province of the same name, about 10 miles north-west of the mouth of the Maritza. Till 1871 it was a mere cluster of fishermen's huts. A new town then began to spring up, settlers being attracted by the prospect of opening up a trade in the products of a vast forest of Valonia oaks which grew near. In 1873 it was made the chief town of a Kaza, to which it gave its name, and a Kaimakam was appointed to it. In 1884 it was raised in administrative rank from a Kaza to a Sandjak, and the governor became a Mutessarif. In 1889 the Greek Archbishopric of Enos was transferred to Dédéagatch. On the opening, early in 1896, of the Constantinople-Salonica Railway, which has a station here, a large proportion of the extensive transit trade which Enos, situated at the mouth of the Maritza, had acquired was immediately diverted to Dédéagatch, and an era of unprecedented prosperity began; but when the railway connecting Burgas on the Black Sea with the interior was opened, in 1898, it lost all it had won from Enos. The Valonia trade, however, has steadily developed, and is supplemented by the export of a certain amount of timber and some almonds. But until the open roadstead is converted into a well-sheltered harbour it will be impossible for this place to become the entrepôt which its position otherwise eminently qualifies it to be. It has no manufacturing industry of any kind. Its population numbers about 4000 souls, of whom 2500 are Greeks. AustriaHungary, France, Great Britain, Greece, and Russia have consular representatives at Dédéagatch, and Bulgaria has an agent there. In digging out the foundations of their houses, the settlers found many ancient tombs. Probably these are relics, not of the necropolis of the ancient Zone, but of a Téké of Dervishes, of the Dédé sect, which was established shortly after the conquest, and whose occupants gave to the place its name-Dédéagatch.

Dedham, capital of Norfolk county, Massachusetts, U.S.A., with an area of 23 square miles of quite level country. There are three villages in the town, known as Dedham, East Dedham, and Oakdale. The town is traversed by the New York, New Haven, and Hartford Railway. The chief industry is the manufacture of woollen goods. Population (1880), 6233; (1890), 7123; (1900), 7457, of whom 2186 were foreign-born and 65

negroes.

Deer. The classification of the family Cervidae has been much altered since the article in Ency. Brit. vol. vii. was written. Deer are now arranged as follows:-First, the Reindeer (Rangifer tarandus), with several local races, distinguished from all other forms by the presence of antlers in both sexes. Second, the Elks (Alces), in which the antlers diverge at right angles to the middle line of the skull. Third, the typical Deer (Cervus), characterized by the antlers diverging obliquely to the middle line of the

skull, and having a brow-tine. They include the typical, or Red Deer group, containing the Red Deer (C. elaphus), Hangul (C. cashmirianus); Shou (C. affinis), Duke of Bedford's Deer (C. xanthopygus), and the Wapiti (C. canadensis), of which a variety is found in Central Asia. Also the Sika group (sub-genus Pseudaxis), as represented by the Japanese Deer (C. sica) and Pekin Deer (C. hortulorum). The Fallow Deer (C. dama) represents a group by itself. This is followed by the Oriental Rusine group (Rusa), with 3-tined antlers, as represented by the numerous races of the Sambar (C. unicolor), the Rusa (C. hippelaphus), the Chital (C. axis), and many smaller forms. The Swamp-Deer (C. duvauceli) and Thamin (C. eldi) are well-known members of the last, or Rucervine group, which is likewise Oriental. The five species of Muntjac constitute the fourth genus (Cervulus) of the family; while the fifth is formed by the Tufted Deer (Elaphodus) of North China and Tibet. Then follows the hornless Chinese Water-Deer (Hydrelaphus), which is succeeded by the Roes (Capreolus). These latter have no brow-tine, and the same is the case with the much larger Père David's Deer (Elaphurus davidianus), now known only in captivity. Allied to the last are the numerous species of American Deer (Mazama), of which the common species (M. ameri cana) represents one group (Odocoileus), the Marsh-Deer (M. dichotoma) a second (Blastoceros), the Guemals (M. bisulca and M. antisiensis) a third (Xenelaphus), and the Brockets a fourth. Lastly, we have the diminutive American Pudus (Pudua), and the Musk-Deer (Moschus), which forms a subfamily apart.

(R. L*.)

Deés or Dés, a corporate town of Eastern Hungary, 48 miles north-north-east of Kolozvár, on the river Szamos. Population (1900), 9888. Among several ancient buildings. the most noteworthy is the Gothic Calvinist church, constructed in 1450. There is a large distillery in the town.

Defiance, capital of Defiance county, Ohio, U.S.A., on the Maumee river, at the mouth of the Auglaize, at an altitude of 695 feet. It has two railways, the Baltimore and Ohio, and the Wabash, and it is the seat of Defiance College. Population (1880), 5907; (1890), 7694; (1900), 7579, of whom 960 were foreign-born and 39 negroes.

Degas, Hilaire Germain Edgard (1834

-), French painter, was born in Paris, 19th July 1834. Entering in 1855 the École des Beaux Arts, he early developed independence of artistic outlook, studying under Lamothe. He first exhibited in the Salon of 1865, contributing a "War in the Middle Ages," a work executed in pastel. To this medium he was ever faithful, using it for some of his best work. In 1866 his "Steeplechase" revealed him as a painter of the racecourse and of all the most modern aspects of life and of Parisian society, treated in an extremely original manner. He subsequently exhibited in 1867 "Family Portraits," and in 1868 a portrait of a dancer in the "Ballet of La Source." In 1869 and 1870 he restricted himself to portraits; but thenceforward_he abandoned the Salons and attached himself to the Impressionists. With Manet and Monet he took the lead of the new school at its first exhibition in 1874, and repeatedly contributed to these exhibitions (in 1876, 1878, 1879, and 1880). In 1868 he had shown his first study of a dancer, and in numerous pastels he proclaimed himself the painter of the ballet, representing its figurantes in every attitude with more constant aim at truth than grace. Several of his works may be seen at the Luxembourg Gallery, to which they were bequeathed, among a collection of impressionist pictures, by M. Caillebotte. In 1880 Degas showed his powers of observation in a set of "Portraits of Criminals," and he attempted modelling in a

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