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SIGNATURE ROBERT J. DIDOMENICO
TITLE TREASURER
Exhibit 99.1
Item 77C: Submission of matters to a
vote of securities holders
(a) The 1994 annual meeting of shareholders was held on
May 19, 1994.
(b) The following persons were elected directors at the
annual meetings being all of the directors named in
Registrant's proxy statement and now in office:
Dr. Donald C. Carroll
Paul B. Fay, Jr.
Robert F. Gurnee
John C. Jansing
James S. Morgan
Philip R. Reynolds
Marciarose E. Shestack
Mark E. Stalnecker
(c) At the annual meeting, the stockholders also voted to
ratify the selection of Deloitte & Touche as auditors
to examine the books and securities for the period
December 1, 1993 to November 30, 1994. 5,296,404
shares were cast in favor of such ratification.
34,989 shares were cast against such ratification; and
60,739 shares abstained from voting on this matter.
T:Exhibit 99.1
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Vestaur Securities, Inc.
Philadelphia, Pennsylvania
In planning and performing our audit of the financial
statements of Vestaur Securities, Inc. for the year ended
November 30, 1994 (on which we have issued our report dated
December 13, 1994), we considered its internal control
structure, including procedures for safeguarding securities, in
order to determine our auditing procedures for the purpose of
expressing our opinion on the financial statements and to
comply with the requirements of Form N-SAR, not to provide
assurance on the internal control structure.
The management of Vestaur Securities, Inc. is responsible for
establishing and maintaining an internal control structure. In
fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and
related costs of internal control structure policies and
procedures. Two of the objectives of an internal control
structure are to provide management with reasonable, but not
absolute, assurance that assets are safeguarded against loss
from unauthorized use or disposition and transactions are
executed in accordance with managements authorization and
recorded properly to permit preparation of financial statements
in conformity with generally accepted accounting principles.
Because of inherent limitations in any internal control
structure, errors or irregularities may occur and not be
detected. Also, projection of any evaluation of the structure
to future periods is subject to the risk that it may become
inadequate because of changes in conditions or that the
effectiveness of the design and operation may deteriorate.
Our consideration of the internal control structure would not
necessarily disclose all matters in the internal control
structure that might be material weaknesses under standards
established by the American Institute of Certified Public
Accountants. A material weakness is a condition in which the
design or operation of the specific internal control structure
elements does not reduce to a relatively low level the risk
that errors or irregularities in amounts that would be material
in relation to the financial statements being audited may occur
and not be detected within a timely period by employees in the
normal course of performing their assigned functions. However,
we noted no matters involving the internal control structure,
including procedures for safeguarding securities, that we
consider to be material weaknesses as defined above as of
November 30, 1994.
This report is intended solely for the information and use of
management and the Securities and Exchange Commission.
DELOITTE & TOUCHE LLP
December 13, 1994
INDEPENDENT AUDITORS' REPORT
The Stockholders and Board of Directors
Vestaur Securities, Inc.
Philadelphia, Pennsylvania
We have audited the accompanying statements of assets and
liabilities of Vestaur Securities, Inc. (the "Company") as of
November 30, 1994 and 1993, including the schedule of investments
as of November 30, 1994, and the related statements of operations
and changes in net assets for the years ended November 30, 1994
and 1993, and the financial highlights for each of the five years
in the period ended November 30, 1994. These financial
statements and financial highlights are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these financial statements and the financial
highlights based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements and the financial highlights are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. Our procedures included confirmation of
securities owned at November 30, 1994 by correspondence with the
custodians. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements and the financial
highlights present fairly, in all material respects, the
financialposition of Vestaur Securities, Inc. as of November 30,
1994 and 1993, and the results of its operations and changes in
its net assets for the years then ended, and the financial
highlights for each of the five years in the period ended
November 30, 1994 in conformity with generally accepted
accounting principles.
DELOITTE & TOUCHE LLP
December 13, 1994
The Board of Directors
Vestaur Securities, Inc.
Philadelphia, Pennsylvania
We are independent public accountants with respect to
Vestaur Securities, Inc. ("Vestaur"). We have performed
procedures relating to the investment accounts shown by the
books and records of Vestaur from the date of our last
similar procedures on July 7, 1994 to November 30, 1994. It
is understood that this report is solely for the use of
management and the Securities and Exchange Commission and
should not be used for any other purpose.
Securities owned as of the close of business on November 30,
1994, shown by the books and records, were in the custody of
the CoreStates' Trust Department at November 30, 1994, but
were physically located at the Depository Trust Company or
the Participant Trust Company, a depository for Government
National Mortgage Association securities. We confirmed
these security holdings with the Trust Department of
CoreStates. We obtained a confirmation for the $36,861
Residential Mortgage Participation Note, 8-3/8%, from the
custodian, Provident National Bank, ("Provident"), 17th and
Chestnut Streets, Philadelphia, Pennsylvania. We compared
and reconciled Vestaur's security records as of November 30,
1994 to the confirmations received from CoreStates and
Provident.
Because the above procedures do not constitute an audit
conducted in accordance with generally accepted auditing
standards, we do not express an opinion on the investment
accounts referred to above. In connection with the
procedures referred to above, no matters came to our
attention that caused us to believe that the specified
accounts should be adjusted. Had we performed additional
procedures or had we audited the financial statements in
accordance with generally accepted auditing standards,
matters might have come to our attention that would have
been reported to you. This report relates only to the
investments specified above and does not extend to any
financial statements of Vestaur Securities, Inc. taken as a
whole.
DELOITTE & TOUCHE LLP
December 13, 1994
The Board of Directors
Vestaur Securities, Inc.
Philadelphia, Pennsylvania
We are independent public accountants with respect to Vestaur
Securities, Inc. ("Vestaur"). We have performed procedures
relating to the investment accounts shown by the books and
records of Vestaur from the date of our last similar
procedures on April 26, 1994 to July 7, 1994. It is
understood that this report is solely for the use of
management and the Securities and Exchange Commission and
should not be used for any other purpose.
Securities owned as of the close of business on July 7, 1994,
shown by the books and records, were in the custody of the
CoreStates' Trust Department at July 7, 1994, but were
physically located at the Depository Trust Company, the
Participant Trust Company, a depository for Government
National Mortgage Association securities or at American
Express, the issuer of short-term commercial paper held by
Vestaur. We confirmed these security holdings with the Trust
Department of CoreStates. We obtained a confirmation for the
$39,233 Residential Mortgage Participation Note, 8-3/8%, from
the custodian, Provident National Bank, ("Provident"), 17th
and Chestnut Streets, Philadelphia, Pennsylvania. We
compared and reconciled Vestaur's security records as of July
7, 1994 to the confirmations received from CoreStates and
Provident.
Because the above procedures do not constitute an audit
conducted in accordance with generally accepted auditing
standards, we do not express an opinion on the investment
accounts referred to above. In connection with the
procedures referred to above, no matters came to our
attention that caused us to believe that the specified
accounts should be adjusted. Had we performed additional
procedures or had we audited the financial statements in
accordance with generally accepted auditing standards,
matters might have come to our attention that would have been
reported to you. This report relates only to the investments
specified above and does not extend to any financial
statements of Vestaur Securities, Inc. taken as a whole.
DELOITTE & TOUCHE LLP
July 7, 1994
The Board of Directors
Vestaur Securities, Inc.
Philadelphia, Pennsylvania
We are independent public accountants with respect to Vestaur
Securities, Inc. ("Vestaur"). We have performed procedures
relating to the investment accounts shown by the books and
records of Vestaur from the date of our last similar
procedures on November 30, 1993 to April 26, 1994. It is
understood that this report is solely for the use of
management and the Securities and Exchange Commission and
should not be used for any other purpose.
Securities owned as of the close of business on April 26,
1994, shown by the books and records, were in the custody of
the CoreStates' Trust Department at April 26, 1994, but were
physically located at the Depository Trust Company or at the
Participant Trust Company, a depository for Government
National Mortgage Association securities. We confirmed these
security holdings with the Trust Department of CoreStates.
We obtained a confirmation for the $40,966 Residential
Mortgage Participation Note, 8-3/8%, from the custodian,
Provident National Bank ("Provident"), 17th and Chestnut
Streets, Philadelphia, Pennsylvania. We compared and
reconciled Vestaur's security records as of April 26, 1994 to
the confirmations received from CoreStates and Provident.
Because the above procedures do not constitute an audit
conducted in accordance with generally accepted auditing
standards, we do not express an opinion on the investment
accounts referred to above. In connection with the
procedures referred to above, no matters came to our
attention that caused us to believe that the specified
accounts should be adjusted. Had we performed additional
procedures or had we audited the financial statements in
accordance with generally accepted auditing standards,
matters might have come to our attention that would have been
reported to you. This report relates only to the investments
specified above and does not extend to any financial
statements of Vestaur Securities, Inc. taken as a whole.
DELOITTE & TOUCHE LLP
April 26, 1994
