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glossary


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Day

Business Day - Refers to those days when most corporate and government offices are open for business, generally excluding weekends and holidays. Calendar Day Refers to any day of the year. Clear Day - Under Ontario take-over legislation, if a stated period of days ends on a Sunday or a holiday, the period is extended to the next following day that is not a Sunday or a holiday.

Day Order

An order to buy or sell a security valid only for the day the order is given.

Debenture

A certificate of indebtedness of a government or company backed only by the general credit of the issuer and unsecured by mortgage or lien on any specific asset.

Default

A bond is in default when the borrower has failed to live up to its obligations under the trust deed with regard to interest and sinking fund payments or has failed to redeem the bonds at maturity.

Defensive Stock

A stock of a company with a record of stable earnings and continuous dividends and which has demonstrated a relative immunity to poor economic conditions.

Deferred Income Taxes

Income tax that would otherwise be payable currently, but which is deferred by using larger allowable deductions in calculating taxable income than those used in calculating net income in the financial statements. An acceptable practice, it is usually the result of timing differences and represents differences in accounting reporting guidelines and tax reporting guidelines.

Deficiency Letter

A Securities Commission letter sent to a company submitting a preliminary prospectus on a contemplated new issue of the company's securities. The letter poses any questions the Commission wants answered, and outlines any recommendations for changes. When all points raised in the letter are resolved, the issue's final prospectus is filed.

Delivery

Delayed Delivery - A transaction in which there is a clear understanding that delivery of the securities involved will be delayed beyond the normal settlement period. Good Delivery - When a security that has been sold is in proper form to transfer title by delivery to the buyer. Regular Delivery - Unless otherwise stipulated, sellers of stock must deliver stock sold on or before the fifth business day after the sale. (See Day.)

Depletion

Refers to consumption of natural resources which are part of a company's assets. Producing oil, mining, gas and timber companies deal in products that cannot be replenished and as such are known as "wasting assets". The recording of depletion is a bookkeeping entry similar to depreciation and does not involve the expenditure of cash.

Depreciation

Systematic charges against earnings to write off the cost of an asset over its estimated useful life because of wear and tear through use, action of the elements, or obsolescence. It is a bookkeeping entry and does not involve the expenditure of cash.

Dilution

Reducing the actual or potential earnings per share by issuing more shares or giving options to obtain them.

Direct and Indirect Holdings

The holding(s) of an individual or company in other companies. For example: Company A owns 500,000 of Company B's 1,000,000 outstanding shares. Company A therefore has a 50% direct interest in Company B. Company B, in turn, owns 300,000 of Company C's outstanding 500,000 shares. Company B therefore has a 60% direct interest in Company C. Company A (by virtue of its 50% direct interest in Company B) has a 30% indirect interest in Company C.

Director

Person elected by voting common shareholders at the annual meeting to direct company policies.

Disclaimer Clause

Securities Commissions require that all prospectuses carry on their front page the disclaimer that the Commission itself has in no way approved the merits of the securities being offered for sale.

Discount

The amount by which a preferred stock or bond sells below its par or stated value.

Discounted

When some anticipated event such as increased dividends or lower earnings has already been reflected in the market price of a stock, it is said to be "already discounted" by the market.

Discretionary Account

A client's securities account for which a partner, director or qualified portfolio manager has been specifically authorized in writing by the client to use his or her own judgement in buying and selling securities for the client.

Diversification

Spreading investment risk by buying different securities in different companies in different kinds of businesses and/or locations.

Dividend

An amount distributed out of a company's profits to its shareholders in proportion to the number of shares they hold. Over the years a preferred dividend will remain at a fixed annual amount. Common dividend payout over the years may fluctuate with the company's ability to earn profits. A company is under no legal obligation to pay preferred or common dividends.

Dollar Cost Averaging

Investing a fixed amount of dollars in a specific security at regular set intervals over a period of time, thereby averaging the cost paid per unit.

Dow Theory

A theory of market analysis based upon the performance of the Dow Jones Industrial and Transportation (stock price) Averages. The theory is that the market is in a basic upward trend if one of these averages advances above a previous important high, accompanied or followed by a similar advance in the other. When both averages dip below previous important lows, this is regarded as confirmation of a basic downward trend.

Draft Prospectus

A prospectus prepared for "internal"use and discussion by the company issuing securities and the underwriters. It is not for outside distribution and shows only basic data on the company with little final detail about the terms of the planned underwriting. It is not a legal document and does not have to be drawn up strictly to Security Commission standards. It is an earlier version of a preliminary prospectus and cannot be used in offering the security.


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