<PAGE>
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[_]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 (S)240.14a-11(c) or (S)240.14a-12
Vestaur Securities, Inc.
File No. 811-2320; 2-47081
- --------------------------------------------------------------------------------
(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):
[X]No fee required.
[_]Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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.:
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3)Filing Party:
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4)Date Filed:
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<PAGE>
VESTAUR SECURITIES, INC.
123 South Broad Street
Philadelphia, Pennsylvania 19109
--------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 12, 1999
--------------
TO THE STOCKHOLDERS
OF VESTAUR SECURITIES, INC.
Notice is hereby given that the Annual Meeting of Stockholders of Vestaur
Securities, Inc. (the "Fund") will be held on Wednesday, May 12, 1999, at
11:00 a.m. local time, at First Union, 5th Floor Board Room, 123 South Broad
Street, Philadelphia, PA 19109, for the following purposes:
1. To elect a Board of nine 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, 1998 and
ending November 30, 1999.
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 5, 1999 will be
entitled to vote at the Annual 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 April 29, 1999 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
KAREN G. BATER
Secretary and Vice President
Philadelphia, Pennsylvania
April 9, 1999
<PAGE>
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 at First Union, 5th Floor Board Room, 123 South Broad
Street, Philadelphia, Pennsylvania 19109, on Wednesday, May 12, 1999 at 11:00
a.m., local time. The address of the principal office of the Fund is 123 South
Broad Street, Philadelphia, Pennsylvania 19109.
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 FOR the election of
the nine directors named under Item 1 and FOR 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 a vote on the proposal to ratify
approval of accountants. For this reason, abstentions and broker non-votes will
have no effect on the proposal to ratify approval of accountants 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.
<PAGE>
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. This fee will be
borne by the Fund. 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 Carol Kosel, Evergreen Keystone
Funds, 200 Berkeley Street, Boston, Massachusetts 02116-5034. Telephone by
collect call to (617) 210-3231. This proxy statement and form of proxy were
first sent to stockholders on or about April 9, 1999.
Voting Securities and Principal Holders Thereof
Holders of Common Stock of the Fund of record at the close of business April
5, 1999 will be entitled to vote at the Annual Meeting or any adjournment
thereof. As of February 28, 1999, the Fund has outstanding 6,746,565 shares of
Common Stock. The stockholders are entitled to one vote per share of Common
Stock on all business of the Annual 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 3,726.857 shares (0.06%) of the outstanding Common Stock of the Fund
and less than 1% of the outstanding securities of First Union Corporation
("First Union"), parent of First Union National Bank ("FUNB" or the "Adviser"),
respectively.
I. ELECTION OF DIRECTORS
At the Annual Meeting nine 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 nine 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:
2
<PAGE>
<TABLE>
<CAPTION>
Shares Owned
beneficially,
Age () Principal First directly or Percent of
Occupation and other Became indirectly Class
Name and Address affiliations Director 4-5-99 4-5-99
---------------- -------------------- -------- ------------- ----------
<C> <S> <C> <C> <C>
Steven S. Elbaum (50) Chairman and Chief 1999 -0- --
1790 Broadway Executive Officer of The
New York, NY 10019 Alpine Group, Inc.
(Holding Company);
Chairman of the Board of
Superior Telecom Inc.
and PolyVision
Corporation; Director of
Interim Services, Inc.
Paul B. Fay, Jr. (80) President, The Fay 1972 1,569.857 .023
3766 Clay Street Improvement Company;
San Francisco, CA 94118 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 (71) Chairman, Financial 1991 200 .003
3801 Kennett Pike Integrity Group, Inc.,
Building B, Suite 201 Director, Japan Equity
Greenville, DE 19807 Fund, Inc., The Thai
Capital Fund. Formerly,
Chairman, Sears Roebuck
Acceptance Corporation,
and Sears Receivables
Financing Group; and
Vice President and
Corporate Treasurer,
Sears, Roebuck and Co.
*
**Glen T. Insley (52) Chairman of the 1998 300 .004
Two First Union Center Board, Senior Vice
NC-1157 President, Managing
Charlotte, NC 28288 Director of Fixed
Income, FUNB, First
Capital Group.
#John C. Jansing, Sr. (73) Director, Lord 1972 1,000 .015
162 S. Beach Road Abbett & Co. managed
Hobe Sound, FL 33455 group of mutual funds
and Alpine Group Inc.
Formerly, Chairman,
Independent Election
Corporation of America.
Charles P. Pizzi (48) President, Greater 1997 -0- --
200 S. Broad Street Philadelphia Chamber of
Suite 700 Commerce.
Philadelphia, PA 19102
#
**Philip R. Reynolds (71) Treasurer and 1972 -0- --
43 Montclair Drive Trustee of J. Walton
West Hartford, CT 06107 Bissell Foundation.
Formerly, Executive Vice
President, Investments,
Phoenix Mutual Life
Insurance Co.
**Marciarose Shestack (65) Freelance broadcast 1972 657.220 .010
Parkway House journalist and public
2201 Pennsylvania Ave. relations consultant.
Phila., PA 19130 Formerly, Consultant of
Philadelphia Developers
Alliance, and President,
Philadelphia Developers'
Alliance.
Robert E. Shultz (59) Senior Vice 1999 -0- --
120 Scarlet Oak Dr. President, The Common
Wilton, CT 06897 Fund; formerly Managing
Director, Trust Company
of the West; Director,
Institute for
Quantitative Research in
Finance and LIM Asia
Special Fund, Partner,
TSW Associates L.L.C.
(executive recruiting).
</TABLE>
- ------------------
# Member of Audit Committee
* Interested Person
** Member of Executive Committee
3
<PAGE>
Under the 1940 Act, Mr. Insley is an "interested person" of the Fund because
he is an officer of the Adviser. 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 First Union. 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, First Union and its affiliated companies and beneficial
ownership of shares of the Common Stock of First Union are as follows:
<TABLE>
<CAPTION>
Common
First Union*** Stock***
Shares Owned Options to
Beneficially Purchase
Name, Age () and Office Principal Occupation 4-5-99 4-5-99
----------------------- -------------------- -------------- ----------
<C> <S> <C> <C>
Glen T. Insley (52) Senior Vice President, 7,020**** 9,000
Chairman of the Board Managing Director of
since 1998. Fixed Income, FUNB,
First Capital Group.
Dung Vukhac (55) Senior Vice President; 15,647 9,310
President since 1995. formerly, Managing
Director, 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.
J.P. Weaver (39) Director of Fixed Income 4,500 --
Vice President since 1999. Research and Portfolio
Manager; Vice President,
First Capital Group.
Karen G. Bater (40) Portfolio Manager; 2,406 1,906
Vice President and Formerly Assistant Vice
Secretary since 1999. President of the Fund
(1992-1999). Vice
President and Senior
Portfolio Manager,
CoreStates Investment
Advisers, Inc. since
1986.
Carol Kosel (35) Vice President, Director 480 392
Treasurer since 1999. of Fund Administration,
Evergreen Investment
Services.
</TABLE>
- ------------------
*** First Union has approximately 966.9 million shares of Common Stock
outstanding.
**** Mr. Insley has shared voting power with respect to 1,000 shares.
All officers are elected to one-year terms. All officers and directors may be
reached through the principal offices of the Fund at 123 South Broad Street,
Philadelphia, Pennsylvania 19109. The Fund had no Nominating or Compensation
Committees during fiscal year 1998. The Board of Directors held four regular
meetings in fiscal year 1998.
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 NINE
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.
4
<PAGE>
OTHER REMUNERATION AND AFFILIATIONS OF OFFICERS AND DIRECTORS
Each of the eight 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 First Union, 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, 1998 aggregate Directors fees paid were $52,950 and expenses paid were
$13,468 (see table below). Fees, salaries or other remuneration of officers of
the Fund who also serve as directors, officers, employees or special
consultants to the Adviser or any of their affiliated companies are borne by
the Adviser or First Union affiliate for whom the individual serves. All
present officers are covered by this provision, and did not receive any
compensation or expense reimbursement from the Fund.
<TABLE>
<CAPTION>
Total Compensation
from Registrant and
Aggregate Fund Complex
Compensation from Paid to Directors
Name of Person Registrant for Fiscal for Fiscal Year
and Position Year Ended 11-30-98 Ended 11-30-98
- -------------- --------------------- -------------------
<S> <C> <C>
Steven S. Elbaum Director -0- -0-
Paul B. Fay, Jr. Director $7,800.00 $7,800.00
Robert F. Gurnee Director $8,100.00 $8,100.00
Glen T. Insley Director -0- -0-
John C. Jansing, Sr. Director $8,100.00 $8,100.00
Charles P. Pizzi Director $7,800.00 $7,800.00
Philip R. Reynolds Director $7,900.00 $7,900.00
Marciarose Shestack Director $7,800.00 $7,800.00
Robert E. Shultz Director -0- -0-
</TABLE>
II. RATIFICATION OF APPOINTMENT OF AUDITORS
At a meeting held on December 9, 1998, the Board of Directors, including a
majority of those Directors who are not interested persons of the Fund,
selected Deloitte & Touche, LLP, the current auditors for the Fund, 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, 1998 to
November 30, 1999, 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 Philip
Reynolds, 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 1998.
5
<PAGE>
THE INVESTMENT ADVISER
FUNB is a wholly-owned subsidiary of First Union, a North Carolina-based,
multi-bank holding company subject to the Bank Holding Company Act of 1956, as
amended, and the rules and regulations promulgated thereunder (the "BHCA"). The
principal business address of the Adviser is One First Union Center, Charlotte,
North Carolina 28288-0013. The Adviser provides investment advisory services to
individuals, investment companies, pension and profit sharing plans and
corporations or other business entities.
The names and principal occupations of the Directors and principal executive
officers of First Union National Bank are as follows:
<TABLE>
<C> <S>
Edward E. Crutchfield, Jr. Chairman and Chief Executive Officer, First Union
Corporation; Chief Executive Officer and
Chairman, First Union National Bank
John R. Georgius President, First Union Corporation; President,
First Union National Bank
Marion A. Cowell, Jr. Executive Vice President, Secretary & General
Counsel, First Union Corporation; Secretary and
Executive Vice President, First Union National
Bank
Robert T. Atwood Executive Vice President and Chief Financial
Officer, First Union Corporation; Chief Financial
Officer and Executive Vice President, First Union
National Bank
</TABLE>
None of the foregoing persons owns as much as 1% of the outstanding stock of
First Union and all of them own less than 5%.
Glen T. Insley, Chairman of the Fund, is Managing Director, Fixed Income, of
the First Capital Group of the Adviser, with direct responsibility for the
Fund's investment activities. J.P. Weaver and Karen G. Bater, Vice President
and Vice President and Secretary of the Fund, respectively, are portfolio
managers of the Adviser, with responsibility for fixed income investments.
Carol Kosel, Treasurer of the Fund, is affiliated with Evergreen Investment
Services, an affiliate of First Union. Dung Vukhac, President of the Fund, is a
member of the Adviser's fixed income division and oversees investment
management activities of the Fund. Mr. Insley is responsible for management of
the Fund. Ms. Bater is primarily responsible for management of the Fund's
portfolio. Ms. Kosel 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.
Administrative services provided by FUNB are provided by Evergreen Investment
Services ("EIS"), an affiliated company of FUNB. EIS's address is 200 Berkeley
Street, Boston, MA 02116-5034.
State Street Bank and Trust Company serves as custodian of the Fund's assets.
Prior to April 1, 1998, CoreStates Bank, N.A. ("CoreStates Bank") the parent
company of the Fund's former adviser, served as custodian of the Fund's assets.
For the fiscal year ended November 30, 1998, the Fund paid custodian fees of
$7,770 to CoreStates Bank.
6
<PAGE>
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 First Union
Corporation, First Union National 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, 1998,
the Adviser received $693,302 (0.7% of average net assets) from the Fund in
fees. The previous adviser, CoreStates Investment Advisers, Inc., received
$230,470 and FUNB received $462,832.
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 First Union Corporation,
First Union National 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 stockholders, 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
of 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 stockholders of the Fund on April
28, 1998 for a two year term. 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.
7
<PAGE>
ADDITIONAL INFORMATION
The Adviser has informed the Fund that the services provided under the
Advisory Agreement may be performed by FUNB 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 FUNB
or any other affiliates or subsidiaries of First Union to continue to perform
such services for the Fund. Depending upon the nature of any changes in the
services which could be provided by FUNB or First Union's other affiliates, the
Board of Directors of the Fund would review the relationships with First
Union's affiliates and subsidiaries and consider taking all actions necessary
depending upon 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 First Union or its
affiliates or directors, officers or employees or other persons with
substantial connections with First Union or its affiliates and that such assets
will not be sold or transferred, by loan or otherwise, to First Union 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 2000
Annual Meeting of Stockholders of the Fund should submit such proposal in
writing so that it is received by the Fund at 123 South Broad Street,
Philadelphia, Pennsylvania 19109, by not later than December 11, 1999. Proxies
submitted by stockholders confer discretionary authority on the individually
named proxies to vote on all matters presented at the meeting, including any
matter presented as to which the Fund did not have notice at least 45 days
before the date on which the Fund mailed its proxy material for the prior
year's Annual Meeting of Stockholders. Mere submission of a stockholder
proposal does not guarantee inclusion of the proposal in the proxy statement or
presentation of the proposal at the 1999 Annual Meeting since such inclusion
and presentation are subject to compliance with certain federal regulations.
Karen G. Bater, Secretary
April 9, 1999
8
<PAGE>
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 12, 1999
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Carol Kosel 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 at First Union, 5th Floor
Board Room, 123 South Broad Street, Philadelphia, PA 19109 on May 12, 1999 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)
<PAGE>
X Please mark your
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 9 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 [ ] WITHHOLD [ ] Nominees: Steven S. Elbaum
(except as marked to AUTHORITY to Paul B Fay, Jr.
the contrary below*) vote for all Robert F. Gurnee
nominees Glen T. Insley
John C. Jansing
Charles P Pizzi
Phillip R. Reynolds
Maricarose Shestack
Robert E. Shultz
2. The ratification of the FOR AGAINST ABSTAIN
selection of Deloitte & [ ] [ ] [ ]
Touche as auditors for
the period December 1, 1998
through November 30, 1999.
(* INSTRUCTION: To withhold authority to vote for any individual
nominee, write the name of the nominee(s) below.)
3. In their discretion, the proxies are authorized to vote upon
any other business which may properly come before the meeting
or any adjournment thereof.
SIGNATURE(S) DATE ,1999.
-------------------------------------------- ------------
(Signature of all joint owners is required. Fiduciaries please indicate your
full title. Sign exactly as name appears hereon.)
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.
----------------------
