SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
File No. 811-2320; 2-47081
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or
240.14a-12
Vestaur Securities, Inc.
- -------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than
the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1) Title of each class of securities to which
transaction applies:
- ----------------------------------------------------------
2) Aggregate number of securities to which transaction
applies:
- ----------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is
calculated and state how it was determined):
- -----------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- -----------------------------------------------------------
5) Total fee paid:
- -----------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
- ----------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
- ----------------------------------------------------------
3) Filing Party:
- ----------------------------------------------------------
4) Date Filed:
- ----------------------------------------------------------
VESTAUR SECURITIES, INC.
Centre Square West - UM Floor
15th and Market Streets
Philadelphia, Pennsylvania 19101
- ----------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS -
MAY 20, 1997
- ----------------------------------------
TO THE STOCKHOLDERS OF
VESTAUR SECURITIES, INC.
Notice is hereby given that the annual meeting of
stockholders of Vestaur Securities, Inc. will be held
on Tuesday, May 20, 1997, at 11:00 a.m. local time,
in Conference Room #3, at ARAMARK, 1500 Market Street,
41st Floor, Centre Square West Tower, Philadelphia,
PA 19102, for the following purposes:
1. To elect a Board of eight Directors to serve
until the next annual meeting and until their
successors shall have been elected and qualified.
2. To ratify the action of the Board of Directors
in selecting Deloitte & Touche, LLP as auditors
to examine the books and financial statements of
Vestaur Securities, Inc., for the period commencing
December 1, 1996 and ending November 30, 1997.
3. The transaction of such other business as may
properly be brought before the meeting.
Stockholders of record at the close of business on
April 4, 1997 will be entitled to vote at the meeting.
A complete list of the Stockholders entitled to vote
at the meeting shall be available for examination by any
stockholder at the principal office of the Fund during
normal business hours from May 6, until the commencement
of the meeting, at which time the list will be available
at the place of the meeting.
It is hoped that you will attend the meeting, but if
you cannot do so, please fill in and sign the enclosed
proxy, and return it in the accompanying envelope as
promptly as possible. Any stockholder attending can
vote in person even though a proxy has already been
returned.
By Order of the Board of Directors
ROBERT J. DIDOMENICO
Secretary
Philadelphia, Pennsylvania
April 14, 1997
VESTAUR SECURITIES, INC.
PROXY STATEMENT
This proxy statement is furnished in connection with
the solicitation by and on behalf of the Board
of Directors of Vestaur Securities, Inc. ("Vestaur"
or the "Fund") for use at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held
in Conference Room #3, at ARAMARK, 1500 Market
Street, Centre Square West Tower, 41st Floor,
Philadelphia, Pennsylvania 19102, on Tuesday,
May 20, 1997 at 11:00 a.m., local time. The address
of the principal office of the Fund is Centre
Square West - UM Floor, Philadelphia,
Pennsylvania 19101.
Proxy Solicitation
All proxies in the enclosed form which are
properly executed and returned to the Fund
will be voted as provided therein at the Annual
Meeting or at any adjournments thereof. A
stockholder executing and returning a proxy has
the power to revoke it at any time before it is
exercised by giving written notice of such revocation
to the Secretary of the Fund. Signing and mailing
the proxy will not affect your right to give a later
proxy or to attend the Annual Meeting and vote your
shares in person.
The Board of Directors intends to bring before
the meeting the matters set forth in items 1 and 2
in the foregoing notice. The persons named in the
enclosed proxy and acting thereunder will vote with
respect to items 1 and 2 in accordance with the
directions of the stockholders as specified on the
proxy card; if no choice is specified, the shares
will be voted IN FAVOR of the election of the eight
directors named under item 1 and IN FAVOR of
ratification of Deloitte & Touche, LLP as auditors.
If any other matters are properly presented to the
meeting for action, it is intended that the persons
named in the enclosed proxy and acting thereunder
will vote in accordance with the views of management
thereon. Abstentions and broker non-votes are
counted for quorum purposes. With regard to the
election of directors, votes may be cast in
favor or withheld; votes that are withheld will
be excluded entirely from the vote and will have
no effect. Abstentions will be excluded from the
proposal to ratify approval of accountants, and will
have no effect because it requires the affirmative
vote of a majority of shares cast at the meeting.
Under the rules of the New York Stock Exchange,
Inc. brokers who hold shares in street name for
customers have the authority to vote on certain
items when they have not received instructions
from beneficial owners. Brokers that do not
receive instructions are entitled to vote on the
election of directors.
The affirmative vote of a plurality of the shares
present in person or represented by proxy at the
meeting is required for the election of Directors
(Item 1) and the affirmative vote of a majority of
the shares cast at the meeting is required for
ratification of the selection of independent public
accountants (Item 2).
In the event a quorum is not present at the meeting
or in the event that a quorum is present but
sufficient votes to approve the proposed item are
not received, the persons named as proxies may
propose one or more adjournments of the meeting
to permit further solicitation of proxies.
Any such adjournment will require the affirmative
vote of a majority of those shares represented at
such meeting in person or by proxy. The persons
named as proxies will vote those proxies that
they are entitled to vote FOR any such proposal,
in favor of such an adjournment, and will vote those
proxies required to be voted AGAINST any
such proposal, against any such adjournment.
The Fund will bear the costs of preparing, printing
and mailing this proxy statement, the proxies
and any additional materials which may be furnished
to stockholders. Solicitation may be undertaken by
mail, telephone, telegraph and personal contact.
The Fund has engaged Corporate Investor
Communications, Inc. to solicit proxies from
brokers, banks, other institutional holders and
individual stockholders for a fee of approximately
$5,000. The Annual Report of the Fund has been
mailed to all stockholders entitled to vote at
the Annual meeting. The Fund will furnish, without
charge, a copy of the Annual Report to a stockholder
upon request. Stockholder requests should be
directed to Robert J. DiDomenico, Centre Square
West - UM Floor, 15th and Market Streets,
Philadelphia, PA 19101; telephone by collect call
to (215) 567-3969. This proxy statement and Form
of proxy were first sent to stockholders on or
about April 14, 1997.
Voting Securities and Principal Holders Thereof
Holders of Common Stock of the Fund of record at
the close of business April 4, 1997 will be entitled
to vote at the Annual meeting or any adjournment
thereof. As of April 4, 1997, the Fund has
outstanding 6,651,676 shares of Common Stock.
The stockholders are entitled to one vote per
share on all business of the meeting. To the
knowledge of the Fund, there is no beneficial
owner of more than 5% of the outstanding Common
Stock of the Fund.
The officers and directors of the Fund as
a group beneficially own in the aggregate
5,697.105 shares (0.086%) of the outstanding
Common Stock of the Fund and less than 1% of
the outstanding securities of CoreStates
Financial Corp ("CoreStates"), ultimate parent
of CoreStates Bank, N.A. ("CoreStates Bank")
and CoreStates Investment Advisers, Inc.
(the "Adviser").
I. ELECTION OF DIRECTORS
At the Annual Meeting eight Directors, constituting
the entire Board of Directors of the Fund, are
to be elected to hold office until the next annual
meeting and until their successors are elected
and shall have qualified. If any nominee for any
reason becomes unable to serve, the persons named
as proxies will vote for the election of such other
persons as they believe will carry on the present
policies of the Fund and as they deem to be
qualified. The Board of Directors has no reason
to believe that any of the eight nominees will be
unable to serve. Mr. Jansing was previously a
Director of the Fund from its inception in
1972 until his resignation in July, 1974.
The ages, principal occupations and certain other
affiliations of the nominees, the amount of stock
owned beneficially, directly or indirectly, in
the Fund and the years they first became
Directors of the Fund are as follows:
Age ( ) Shares Owned
Principal Beneficially, Percent
Name Occupation First directly or of
and and other Became indirectly Class
Address Affiliation Director 4-4-97 4-4-97
- ------- ------------ --------- ------------ ----------
Paul B. Fay, Jr. 1972 1,866.926 0.028
3766 Clay Street
San Francisco, CA
94118
(78) President, The Fay Improvement Company;
Trustee of Odell Charitable Foundation and
Naval War College Foundation (Emeritus);
Director of First American Financial
Corporation and Compensation Resource Group
Incorporated.
#Robert F. Gurnee 1991 200.000 0.003
3801 Kennett Pike
Building C, Suite 201
Greenville, DE 19807
(69) Chairman, Financial Integrity Group, Inc.,
Director,Japan Equity Fund, Inc., The Thai
Capital Fund, Cross Country Bank. Formerly,
Chairman, Sears Roebuck Acceptance Corporation,
Discover Credit Corp. and Sears Receivables
Financing Group; and Vice President and
Corporate Treasurer, Sears, Roebuck and Co.
- ------------------------------------------
# Member of Audit Committee
Age ( ) Shares Owned
Principal Beneficially, Percent
Name Occupation First directly or of
and and other Became indirectly Class
Address Affiliation Director 4-4-97 4-4-97
- ------- ------------ --------- ------------ ----------
#John C. Jansing 1976 1,000.000 0.015
162 S. Beach Road
Hobe Sound, FL
33455
(71) Director, Lord Abbett & Co. managed group
of mutual funds and Alpine Group Inc.
Formerly, Chairman, Independent Election
Corporation of America.
*James S. Morgan 1978 1,000.000(1) 0.015
Woodside-282
1515 The Fairway
Rydal, PA 19046
(80) Private Investor; Vice President and Chief
Investment Officer-Equities, Rittenhouse
Financial Services, Inc.; Vice President
and Director, The Rittenhouse Trust Co.
Formerly, Senior Vice President of First
Pennsylvania Bank N.A. Chairman of the
Fund until 1982.
Charles P. Pizzi 1997 -0- -0-
200 S. Broad Street
Suite 700
Philadelphia, PA
19102
(46) President, Greater Philadelphia Chamber
of Commerce.
**Philip R. Reynolds 1972 963.327 0.014
43 Montclair Drive
West Hartford, CT
06107
(69) Treasurer and Trustee of J. Walton Bissell
Foundation since 1989. Formerly, Executive
Vice President, Investments, Phoenix Mutual
Life Insurance Co. 1984-1989. Director,
Phoenix Series Fund, Phoenix Total Return
Fund, Big Edge Series Fund and Phoenix
Multi-Portfolio Fund.
- ---------------------------------------------------------
* Interested Person
** Member of Executive Committee
# Member of Audit Committee
(1) Does not include 1,000 shares held by a family
member of Mr. Morgan as to which he disclaims
beneficial ownership.
Age ( ) Shares Owned
Principal Beneficially, Percent
Name Occupation First directly or of
and and other Became indirectly Class
Address Affiliation Director 4-4-97 4-4-97
- ------- ------------ --------- ------------ ----------
**Marciarose Shestack 1972 566.852 0.009
Parkway House
2201 Pennsylvania
Ave.
Philadelphia, PA
19130
(63) Freelance television broadcaster, journalist
and public relations consultant since 1990.
Formerly, Consultant to Philadelphia Developers
Alliance 1989-1990; President, Philadelphia
Developers' Alliance (1986-1989).
*Mark E. Stalnecker 1993 100.000 0.002
**Centre Square West
Philadelphia, PA
19101
(45) Chairman of Vestaur Securities since 1993.
Executive Vice President, CoreStates Bank,
N.A. and CoreStates Financial Corp. since 1988.
Chief Trust and Investment Services Officer,
CoreStates Financial Corp. 1990-1995.
Chairman and President, CoreStates Investment
Advisers, Inc., since 1995; Director,
CoreStates Bank of Delaware, N.A. and
Philadelphia International Investment Corp.
since 1990. Formerly, Director, CoreStates Bank,
N.A.
- ---------------------------------------------------
* Interested Person
** Member of Executive Committee
- -------------------------------------------------
Under the 1940 Act, Mr. Stalnecker is an "interested
person" of the Fund because he is a Director
of the Adviser and an Executive Vice President of
CoreStates Bank, an affiliate of the Adviser.
Mr. Morgan is an "interested person" because he owns
beneficially 5,883 shares of Common Stock of
CoreStates. Mr. Pizzi is not considered an
"interested person" of the Fund; however, the
Greater Philadelphia Chamber of Commerce is a
party to an investment advisory agreement with
the Adviser and maintains certain banking and
trust relationships with CoreStates Bank.
The Fund does not believe that the relationships
are material business relationships. If these
circumstances change, the Board of Directors
will determine whether any action is required
to change the composition of the Board.
The officers of the Fund, the period during which
each has served, their ages, principal occupations
during the last five years including offices held
with the Adviser, CoreStates and its affiliated
companies and beneficial ownership of shares of the
Common Stock of CoreStates are as follows:
Common
CoreStates Stock***
Shares Options
Name, Age Owned To
( ) and Principal Beneficially Purchase
Office Occupation 4-4-97 4-4-97
- --------- ----------- ------------- --------------
Mark E. Stalnecker (45) 7,853.000 94,674.000
Chairman of the Board since
1993.
Executive Vice President, CoreStates Bank, N.A.
and CoreStates Financial Corp. since 1988.
Chief Trust and Investment Services Officer,
CoreStates Financial Corp. 1990-1995. Chairman
and President, CoreStates Investment Advisers,
Inc., Director, CoreStates Bank of Delaware, N.A.
and Philadelphia International Investment Corp.
Dung Vukhac (53) 166.872 43,153.000
President since 1995.
Director and Senior Vice President, Fixed
Income Services, CoreStates Investment Advisers,
Inc. since 1987; Previously, Securities
Analyst, Economist, Vice President and Fixed
Income Manager, Trust Department, Philadelphia
National Bank.
Michael F. Melloy (59) 700.000 750.000
Vice President since 1990.
Vice President and Portfolio Manager,
CoreStates Investment Advisers, Inc. since
1990. Previously, Executive Vice President,
Centre Square Investment Group and Vice
President, First Pennsylvania Bank N.A.
Karen G. Bater (38) 718.760 750.000
Assistant Vice President
since 1992.
Vice President and Senior Portfolio Manager,
CoreStates Investment Advisers, Inc. since 1986.
Robert J. DiDomenico (40) 316.681 -0-
Secretary and
Treasurer since 1995.
Assistant Vice President, CoreStates Investment
Advisers, Inc. since 1994. Previously, Trust
Officer, CoreStates Investment Advisers,Inc.,
1992-1994, Trust Officer, CoreStates Bank, N.A.,
1990-1992. Trust Officer, First Pennsylvania
Bank N.A., 1989-1990; Staff Accountant, First
Pennsylvania Bank N.A., 1985-1989.
- ------------------------------
*** CoreStates Financial Corp has 214,692,978
shares of Common Stock outstanding.
All officers are elected to one-year terms. All
officers and directors may be reached through the
principal offices of the Fund at Centre Square
West - UM Floor, Philadelphia, Pennsylvania 19101.
The Fund had no Nominating or Compensation Committees
during fiscal year 1996. The Board of Directors held
four regular meetings in fiscal year 1996.
Unless instructed by the stockholders to refrain
from so voting, it is the intention of the persons
named as proxies to vote for election of the eight
nominees listed above as Directors. Provided that
a quorum is present, a plurality of the votes
validly cast at the meeting is required to elect
each of the Directors.
OTHER REMUNERATION AND AFFILIATIONS OF
OFFICERS AND DIRECTORS
Each of the seven directors of the Fund who
are not affiliated persons (as defined in the
Investment Company Act of 1940, as amended) of
the Adviser, or of CoreStates, its parent, receives
an annual fee of $7,000, and $200 for each Board
meeting attended, as compensation for services.
The Fund also pays such Board members $100 for
each Executive Committee Meeting attended and
$150 for each Audit Committee Meeting attended.
The Fund also reimburses all Directors who are
not affiliated persons for expenses incurred in
connection with attending meetings of the Board
of Directors. For the year ended November 30,
1996 aggregate Directors fees paid were
$54,950 and expenses paid were $9,341 (includes
fees paid to a former director). Fees, salaries
or other remuneration of officers of the Fund
who also serve as directors, officers, employees
or special consultants to the Adviser, CoreStates
or any of their affiliated companies are borne
by the appropriate CoreStates affiliate. All
present officers are covered by this provision,
and did not receive any compensation or expense
reimbursement from the Fund.
Aggregate Pension or Total
Compensation Retirement Compensation
Name from Benefits Estimated from Registrant
of Registrant Accrued Annual and Fund Complex
Person for fiscal as Part Benefits Paid to Directors
and Year Ended of Fund Upon for the fiscal
Position 11-30-96 Expenses Retirement year ended 11-30-96
- -------- ----------- ---------- ----------- -------------------
Paul B. 7,800 -0- -0- 7,800
Fay, Jr.
Director
Robert F. 8,100 -0- -0- 8,100
Gurnee
Director
John C. 8,100 -0- -0- 8,100
Jansing, Sr.
Director
James S. 7,800 -0- -0- 7,800
Morgan
Director
Philip R. 7,600 -0- -0- 7,600
Reynolds
Director
Marciarose 7,600 -0- -0- 7,600
Shestack
Director
Mark E. -0- -0- -0- -0-
Stalnecker
Director
II. RATIFICATION OF APPOINTMENT OF AUDITORS
At a meeting held on December 11, 1996, the
Board of Directors, including a majority of those
Directors who are not interested persons of the
Fund, selected Deloitte & Touche, LLP as auditors
to examine the Fund's books and securities and
to certify from time to time the Fund's financial
statements for the period December 1, 1996 to
November 30, 1997, subject to ratification by
the stockholders of the Fund. The firm has no
direct or indirect material interest in the Fund.
Representatives of Deloitte & Touche, LLP are
expected to be present at the Annual Meeting
with the opportunity to make a statement if they
desire to do so, and they will be available to
respond to appropriate questions. A majority
vote of the shares represented in person and by
proxy at the meeting is necessary to ratify the
selection of the auditors.
The Board of Directors has appointed an Audit
Committee consisting of John C. Jansing and
Robert F. Gurnee. The purpose of this Committee
is to evaluate financial management, meet with
the auditors, and deal with other matters of
a financial nature that they deem appropriate.
The Committee met twice during fiscal year 1996.
THE INVESTMENT ADVISER
Since June 14, 1990, the Investment Adviser
to the Fund has been CoreStates Investment
Advisers, Inc., a wholly-owned, indirect
subsidiary of CoreStates. The address of the
Adviser is Upper Mezzanine, 1500 Market Street,
Philadelphia, Pennsylvania 19102. The Adviser
provides investment advisory services to
individuals, investment companies, pension
and profit sharing plans and corporations or
other business entities.
The Adviser is a wholly-owned subsidiary of
CoreStates Bank which was formed on October 1,
1990 as a result of the merger of First
Pennsylvania Bank N.A. (the Fund's former
nvestment adviser and its custodian) with
and into The Philadelphia National Bank.
CoreStates Bank, in turn, is a wholly-owned
subsidiary of CoreStates.
Mark Stalnecker is Chairman, President and
a Director of the Adviser, and reports to Peter
Welber, President of CoreStates Asset Management.
In such capacity, he is responsible for the
investment management activities of the Adviser.
The other Directors of the Adviser are Dung
Vukhac, Senior Managing Director of the Adviser;
Timothy R. Stives, Senior Managing Director of
the Adviser; Charles T. Meisse, Managing
Director of the Adviser; JoAnne T. Fredericks,
Managing Director and Treasurer of the Adviser;
Michael F. Melloy, Stuart N. Hosansky and
Karen G. Bater are Vice Presidents of the
Adviser and William T. Lawrence is Vice
President and Secretary of the Adviser.
As of December 31, 1996, CoreStates Bank, N.A.
manages the investments of twenty-five common
trust funds having assets of more than
$3.1 billion. The Adviser is investment manager
to CoreFund, Inc., a management investment
company presently consisting of twenty
portfolios: CoreFund Cash Reserve, CoreFund Elite
Cash Reserve, CoreFund Elite Treasury Reserve,
CoreFund Treasury Reserve, CoreFund Elite Tax
Free Reserve, CoreFund Tax-Free Reserve,
CoreFund Special Equity Fund, CoreFund Growth
Equity Fund, CoreFund Core Equity Fund,
CoreFund Equity Index Fund, CoreFund
International Growth Fund, CoreFund Balanced
Fund, CoreFund Global Bond Fund, CoreFund
Government Income Fund, CoreFund Short-Intermediate
Bond Fund, CoreFund Bond Fund, CoreFund Short-Term
Income Fund, CoreFund Intermediate Municipal Fund,
CoreFund New Jersey Municipal Fund and CoreFund
Pennsylvania Municipal Fund. These portfolios
have aggregate assets of $3.9 billion.
The Chairman and Chief Executive Officer of
CoreStates is Terrence A. Larsen who also is a
Director of CoreStates. The names of all of the
other Directors of CoreStates are as follows:
Robert W. Cardy, Chairman, President and Chief
Executive Officer, Carpenter Technology Corp.;
Carlton E. Hughes, Chairman and Director,
Stewart-Amos Steel, Inc.; Ernest E. Jones,
Executive Director, Greater Philadelphia Urban
Affairs Coalition; Herbert Lotman, Chairman and
Chief Executive Officer, Keystone Foods
Corporation; George V. Lynett, Esq., Publisher,
The Scranton Times; Samuel A. McCullough,
Special Consultant to CoreStates; Patricia A.
McFate, Senior Scientist and Program Director,
Science Applications International Corporation;
Marlin Miller, Jr., President, Chief Executive
Officer and Director, Arrow International,
Inc.; James M. Seabrook, Chairman and Chief
Executive Officer, Seabrook Brothers & Sons,
Inc.; Raymond W. Smith, Chairman, Chief Executive
Officer and Director, Bell Atlantic Corporation;
George Strawbridge, Jr., Private Investor;
Peter S. Strawbridge, Retired President,
Strawbridge and Clothier; and Judith M. von
Seldeneck, President and Chief Executive
Officer, The Diversified Search Companies.
Charles L. Coltman, III is Vice Chairman of
CoreStates and CoreStates Bank and Rosemarie B.
Greco is President of CoreStates and President
and Chief Executive Officer, CoreStates Bank.
Albert Mandia is Executive Vice President
and Chief Financial Officer of CoreStates.
All of the above persons may be reached in care
of CoreStates Financial Corp., 1500 Market
Street, Philadelphia, PA 19101. None of the
foregoing persons owns as much as 1% of the
outstanding stock of CoreStates and all of
them own less than 5%.
Mark E. Stalnecker, Chairman of the Fund,
is a Director of the Adviser, with direct
responsibility for the organization's investment
activities. Michael F. Melloy and Karen G.
Bater, Vice President and Assistant Vice
President of the Fund, respectively, are Vice
Presidents of the Adviser, with responsibility
for fixed income investments and also are
affiliated with CoreStates Asset Management.
Robert J. DiDomenico, Treasurer and Secretary of
the Fund, is affiliated with CoreStates Bank.
Dung Vukhac, President of the Fund, is head of
the Adviser's fixed income division and oversees
investment management activities of the Fund.
Mr. Stalnecker is responsible for management of
the Fund. Mr. Melloy is responsible for management
of the Fund's portfolio and is in charge of its
investment research and trading operations.
Mr. DiDomenico is responsible for the Fund's
compliance with governing law and maintaining
the books and records of the Fund and for working
with the portfolio manager on a continuous basis
to assure that accounting records are properly
maintained and that monies of the Fund are fully
invested at all times. In their capacities as
officers of the Fund, Messrs. Vukhac, Melloy,
DiDomenico and Ms. Bater report to Mr. Stalnecker.
CoreStates Bank, serves as custodian of the Fund's
assets. For the fiscal year ended November 30,
1996, the Fund paid custodian fees of $23,546
to CoreStates Bank.
THE ADVISORY AGREEMENT
Pursuant to the terms of the Advisory Agreement,
the Adviser provides the Fund with an investment
program complying with the investment objectives,
policies and restrictions of the Fund and in
carrying out such program is responsible for
the investment and reinvestment of the Fund's
assets. The Adviser performs and absorbs the
cost of research, statistical analysis and
continuous complete supervision of the Fund's
investment portfolio. The Adviser also causes
the Fund to be furnished office space and all
ordinary and necessary office facilities, equipment
and personnel for managing the affairs of the Fund.
The Adviser or its affiliates paid the fees,
salaries or other remuneration of directors and
officers of the Fund who also served as directors,
officers or employees of or special consultants to
the Adviser, CoreStates, CoreStates Bank, or any of
their affiliated companies. In addition, the
Adviser absorbed the costs and expenses of the
Fund's Transfer Agent, Dividend Disbursing Agent
and Agent under the Automatic Dividend Investment
Plan and the Fund's Registrar. In return for its
advisory and other services and the expenses it
assumed, under the terms of the Advisory Agreement,
the Adviser is entitled to receive a monthly fee at
an annual rate of 0.5% of the average monthly net
asset value of the Fund plus 2.5% of the net amount
of interest and dividend income after deducting interest
on borrowed funds. Amortization of debt discount
is not considered interest income for the purpose
of calculating such fee. For the fiscal year
ended November 30, 1996, the Adviser received
$685,368 (0.709% of average net assets) from the
Fund in fees. As of March 31, 1997, the Fund
had net assets of $93.4 million.
The Fund is responsible under the Advisory
Agreement for all other costs and expenses of
its operations, including fees of the Directors
who were not "affiliated persons" (as defined in
the 1940 Act) of the Adviser, CoreStates, CoreStates
Bank or any of their affiliated companies, custodian
expenses, legal fees, expenses of independent
accountants, costs of acquiring and disposing of
portfolio securities, brokerage fees, taxes, stock
exchange listing expenses, reports to shareholders,
proxy materials, and the cost of printing share
certificates and other expenses. The Advisory
Agreement provides that the Adviser will not be
liable for any error of judgment or mistake of
law or for any loss suffered by the Fund in
connection with the matters to which this Agreement
relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on
the Adviser's part in the performance of its duties
under this Agreement.
The Advisory Agreement was approved by the
Shareholders of the Fund on April 22, 1996 for
a two year term in connection with the merger
of Meridian Bancorp, Inc. into CoreStates. The
Advisory Agreement provides that it will continue
from year to year so long as such continuance is
specifically approved at least annually by (1) the
Board of Directors of the Fund or (2) the vote of
a majority of the outstanding voting securities
of the Fund; provided, however, that in either
event the continuance also is required to be
approved by the vote of a majority of the Directors
of the Fund who are not "interested persons" (as
defined in the Investment Company Act of 1940)
of the Fund or the Adviser cast in person at a
meeting called for the purpose of voting upon such
approval. The Advisory Agreement provides for its
automatic termination in the event of its assignment.
In addition, the Agreement is terminable at any time,
without penalty, by the Board of Directors of the Fund
or by the vote of a majority of the outstanding
voting securities of the Fund on 60 days' written
notice to the Adviser or by the Adviser on 60 days'
written notice to the Fund.
ADDITIONAL INFORMATION
The Adviser has informed the Fund that the services
provided under the Advisory Agreement may be
performed by the Adviser and its bank and non-bank
affiliates without violation of applicable statutes
and regulations, including the federal statute commonly
known as the Glass-Steagall Act. The Glass-Steagall
Act, among other things, relates to the activities of
bank holding companies and banks and their
subsidiaries and affiliates in connection with
investment companies. Future changes in either
Federal or state statutes and regulations relating
to the permissible activities of banks or bank
holding companies and the subsidiaries or affiliates
of those entities, as well as further judicial or
administrative decisions or interpretations of
present and future statutes and regulations could
prevent or restrict the ability of the Adviser or
any other affiliates or subsidiaries of CoreStates
to continue to perform such services for the Fund.
Depending upon the nature of any changes in the
services which could be provided by the Adviser or
CoreStates' other affiliates, the Board of Directors
of the Fund would review the relationships with
CoreStates' affiliates and subsidiaries and
consider taking all actions necessary in the
circumstances.
The Adviser has informed the Fund that the Fund's
assets will not be invested in stock or
obligations of or property acquired from
CoreStates or its affiliates or directors,
officers or employees or other persons with
substantial connections with CoreStates or its
affiliates and that such assets will not be
sold or transferred, by loan or otherwise, to
CoreStates or its affiliates or persons connected
with them. The Directors of the Fund do not believe
that these restrictions impose any additional or
substantial burden on the Fund in connection with
either its investment or administrative management.
STOCKHOLDER PROPOSALS
Any stockholder desiring to present a proposal
for consideration at the 1998 Annual Meeting of
Stockholders of the Fund should submit such
proposal in writing so that it is received by
the Fund at Centre Square West - UM Floor,
15th and Market Streets, Philadelphia,
Pennsylvania 19101, by not later than
December 16, 1997. Mere submission of a
stockholder proposal does not guarantee
inclusion of the proposal in the proxy statement
or presentation of the proposal at the Annual
Meeting since such inclusion and presentation
are subject to compliance with certain federal
regulations.
Robert J. DiDomenico, Secretary
April 14, 1997
- --------------------------------------------------
PROXY
VESTAUR SECURITIES, INC.
This Proxy is solicited on Behalf of the Board
of Directors of the Corporation for the Annual
Meeting of Stockholders, May 20, 1997
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned hereby constitutes and appoints
Robert J. DiDomenico and Karen G. Bater or
either of them, with full power of
substitution, as attorneys and proxies to
appear and vote all of the shares of stock
standing in the name of the undersigned at the
annual meeting of stockholders of Vestaur
Securities, Inc. to be held in Conference
Room #3, at ARAMARK, 41st Floor, 1500 Market
Street, Centre Square West Tower, Philadelphia,
PA 19102 on the 20th day of May, 1997 at 11:00
o'clock a.m., local time, and at any and all
adjournments thereof, and the undersigned hereby
instructs said attorneys to vote:
(Continued, and to be signed on other side)
Please mark your
[X] votes as in this
example.
The shares represented by this proxy will
be voted as specified in the following items
1 and 2 but if no choice is specified, they
will be voted For the election of the 8 persons
named in the proxy statement as Directors
and For ratification of the appointment of
the auditors named.
1. ELECTION OF DIRECTORS
FOR all nominees [ ]
(except as marked to the contrary below*)
WITHHOLD [ ]
AUTHORITY to vote for all nominees
Nominees: Paul B. Fay, Jr. Charles P. Pizzi
Robert F. Gurnee Philip R. Reynolds
John C. Jansing Marciarose Shestack
James S. Morgan Mark E. Stalnecker
(*INSTRUCTION: To withhold authority to vote for
any individual nominee, write the name of the
nominee(s) below.)
2. The ratification of the selection of
Deloitte & Touche LLP as auditors for
the period December 1, 1996 through
November 30, 1997.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Upon any other business which may properly
come before the meeting or any adjournment
thereof. The management knows of no other
such business.
SIGNATURE(S)_______________ DATE ______________, 1997.
(Signature of all joint owners is required.
Fiduciaries please indicate your full title.)
If any other matters properly come before the meeting
about which the proxy holders were not aware prior
to the time of the solicitation, authorization is
given the proxy holders to vote in accordance with
the views of the management thereto. The management
is not aware of any such matters.
PLEASE SIGN AND RETURN THIS PROXY CARD IN THE
ENCLOSED ENVELOPE.
- --------------------------------------------------
FOLD AND DETACH HERE
VESTAUR SECURITIES, INC.
1997 Annual Meeting of Stockholders
May 20, 1997
11:00 a.m.
ARAMARK
Conference Room # 3 - 41st Floor
1500 Market Street
Centre Square West Tower
Philadelphia, PA 19102
AGENDA
1. Election of eight Directors to serve until the
next annual meeting and until their successors
shall have been elected and qualified.
2. Ratification of the action of the Board of Directors
in selecting Deloitte & Touche LLP as auditors to
examine the books and financial statements of Vestaur
Securities, Inc. for the period commencing
December 1, 1996 and ending November 30, 1997.
3. Transaction of such other business as may properly
be brought before the meeting.
4. Balloting.
5. Management's Report on the Fund.
6. General question and answer period.
7. Report of Judges of Election.
8. Adjournment.
