N-CSR 1 edg137265.htm Vestaur Securities, Inc.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES


Investment Company Act file number 811-2320


Vestaur Securities, Inc.
_____________________________________________________________
(Exact name of registrant as specified in charter)

123 South Broad Street, 2nd Floor
Philadelphia, Pennsylvania 19109
_____________________________________________________________
(Address of principal executive offices) (Zip code)

Michael H. Koonce, Esq.
200 Berkeley Street
Boston, Massachusetts 02116
____________________________________________________________
(Name and address of agent for service)


Registrant's telephone number, including area code: (215) 567-3969

Date of fiscal year end: Registrant is making an annual filing for 1 of its series, Vestaur Securities, Inc., for the year ended November 30, 2003. This 1 series has a 11/30 fiscal year end.

Date of reporting period: November 30, 2003


Item 1 - Reports to Stockholders.


Vestaur
Securities,
Inc.


Annual Report
To Shareholders

November 30, 2003







ADVISOR
Evergreen Investment Management Company, LLC
(a subsidiary of Wachovia Corporation)



table of contents

1

LETTER TO SHAREHOLDERS

3

FINANCIAL HIGHLIGHTS

4

SCHEDULE OF INVESTMENTS

11

STATEMENT OF ASSETS AND LIABILITIES

12

STATEMENT OF OPERATIONS

13

STATEMENTS OF CHANGES IN NET ASSETS

14

NOTES TO FINANCIAL STATEMENTS

17

INDEPENDENT AUDITORS' REPORT

18

AUTOMATIC DIVIDEND INVESTMENT PLAN

20

DIRECTORS AND OFFICERS




A description of the Fund's proxy voting policies and procedures is available
without charge, upon request, by calling 617.210.3533 or by visiting the SEC's website
at http://www.sec.gov.



LETTER TO SHAREHOLDERS


Annual report for the 12-month period ended November 30, 2003

Dear Fellow Shareholders:

After reaching 45-year lows in early June, U.S. Treasury yields surged and bond prices fell in the following six months. Deflation fear receded and the pace of economic activity picked up sharply in response to tax cuts and ample consumer liquidity supplied by record mortgage refinancing activities. Yields on U.S. Treasury notes and bonds rose 70 to 110 basis points in the second half of the Fund's fiscal year, causing the Lehman Treasury Index to post a total return of -2.9% over this time frame, led by a return of -8.3% on the benchmark 30-year Treasury bond. Treasury yields would have backed up even more had Federal Reserve officials not overtly assured market participants that monetary policy would remain accommodative for a considerable period despite their expectation of above trend growth in 2004. Over the Fund's fiscal year, the Lehman Treasury Index returned 1.3% as the yield curve experienced little net change. Yields fell slightly in the short end of the yield curve, reflecting further easing of monetary policy in the first half of the fiscal year, but rose modestly for maturities of five years or more as investors anticipated a tightening of monetary policy in 2004.

Mortgage-backed securities and corporate bonds outperformed U.S. Treasuries by significant margins in the second half of the fiscal year. The Lehman Mortgage-Backed Index and the Lehman Corporate Bond Index returned 0.5% and -0.9% respectively, putting total returns for these indices for the fiscal year at 3% and 7%, respectively. The jump in mortgage rates in July and the consequent plunge in refinancing activities helped lower prepayment fears while the relatively short duration of the mortgage sector cushioned it from the negative impact of rising rates. In contrast to the second half of fiscal 2002, rising corporate profitability and investors' ravenous appetite for more generous corporate yields caused spreads to narrow sharply versus Treasuries, partially offsetting the rise in Treasury yields. There was a strong correlation between lower credit ratings and higher total returns. Within the Lehman Corporate Bond Index, AAA-rated corporate bonds returned -1.5% while the return of BBB-rated bonds was breakeven. The best performance among domestic bonds was chalked up by the sub-investment grade sector, which registered a total return of 9.5%. As was the case with investment grade bonds, the riskier the securities, the better were the returns: Ba-rated bonds returned 7.1% while Caa bonds returned 15.5%.

At this writing, the bond market is on the defensive. A sentiment index recently published by Ried, Thunberg and Co. shows that investors are currently as bearish on the outlook for Treasury securities as in September of 2000 when the 10-year Treasury note yielded 5.80%. The negative sentiment was fueled by expectation of a synchronous global economic recovery led by strong growth in the U.S. and China. However, Federal Reserve officials have made clear that above trend Gross Domestic Product


1


LETTER TO SHAREHOLDERS continued


growth will not necessarily lead to a change in its accommodative stance given the slack in labor supply and industrial capacity.

Inflation remains dormant. Commodity prices have enjoyed a steep climb over the past year but this increase has not translated into higher prices for consumers. Domestic unit labor costs continue to fall, reflecting a slack labor market and record labor productivity growth. Business still lacks pricing power due to substantial excess capacity worldwide. The personal consumption deflator, a favorite inflation measure of the Federal Reserve, fell 0.1% in November and was up only 1.3% year on year. The Consumer Price Index, excluding food and energy, also fell in November, registering its first monthly decline in more than 20 years.

Your Fund posted a total return on a net asset value basis of 13.43% and a total return on a market value basis of 11.71%. Net assets of the Fund on November 30, 2003, stood at $97,277,455 or $14.03 per share compared to $91,666,003 or $13.22 per share on November 30, 2002, reflecting the impact of sharply tighter corporate yield spreads that more than offset the rise in Treasury yields. At the December 10, 2003, Directors meeting, the Fund declared the quarterly income dividend at 22 cents per share, in line with current portfolio yield. This dividend is payable on January 15, 2004, to shareholders of record on December 31, 2003. The reduction in the payout rate by one cent was necessitated by the difficulty faced last year in maintaining the book yield of the portfolio in a period when corporate bonds traded at their lowest yield levels in four decades.

Over 75% of the Board of Directors of the Fund are independent directors and 100% of the Fund's Audit Committee members are independent directors. This composition meets industry best practice and has been in place for a number of years.

Your investment portfolio continues to be managed by the same team at Evergreen Investment Management Company, LLC, with the primary objective of maintaining a high level of current income through a diversified portfolio of fixed income securities. The management team continues to emphasize selectivity and diversification to control portfolio exposure to specific credit risks. With a portfolio duration of 6 years, a market yield to maturity of 7.48% and a concentrated exposure to corporate bonds rated A or lower, we believe that the Fund is well positioned for the coming market environment.

We would like to take this opportunity to thank you for your ongoing confidence in Vestaur Securities, Inc. and look forward to providing you with continued quality investment services.

Sincerely,



Glen T. Insley, CFA
Chairman of the Board
January 2, 2004


2


FINANCIAL HIGHLIGHTS


Year Ended November 30,

2003 20021 2001 2000 1999

Net asset value, beginning of period $ 13.22 $ 13.79 $ 13.44 $ 13.88 $ 14.74

Income from investment operations
Net investment income 0.88 0.93 1.02 1.07 1.03
Net realized and unrealized gains or losses on investments 0.85 (0.53) 0.36 (0.47) (0.85)
Total from investment operations 1.73 0.40 1.38 0.60 0.18

Less distributions from
Net investment income (0.92) (0.97) (1.03) (1.04) (1.04)

Net asset value, end of period $ 14.03 $ 13.22 $ 13.79 $ 13.44 $ 13.88

Market asset value, end of period $ 13.10 $ 12.56 $ 14.39 $ 12.63 $ 12.75

Total return
   Based on net asset value2 13.43% 3.06% 10.67% 4.54% 1.29%
   Based on market value3 11.71% (6.17%) 22.89% 7.39% (8.12%)

Ratios/supplemental data
Net assets, end of period (in thousands) $ 97,277 $ 91,666 $ 94,577 $ 91,334 $ 94,269
Ratios to average net assets
   Expenses4 0.91% 1.01% 0.98% 0.99% 1.00%
   Net investment income 6.43% 6.96% 7.43% 7.89% 7.25%
Portfolio turnover rate 45% 40% 63% 21% 44%


1 Effective December 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide, Audits of Investments Companies, and began amortizing premiums and accreting discounts on its fixed-income securities. The effects of this change for the year ended November 30, 2002 was a decrease to net investment income per share and an increase to net realized gains or losses per share by $0.03 and $0.03, respectively, and a decrease to the ratio of net investment income to average net assets of 0.25%. The above per share information, ratios and supplemental data for the periods prior to December 1, 2001 have not been restated to reflect this change in presentation.
2 The net asset value total return is based on the net asset value on the first and last day of each period. Dividends and other distributions are reinvested at the ex-date net asset value.
3 The market value total return is based on the market value on the first and last day of each period and computed on a similiar basis as above, except the dividends and other distributions are reinvested at prices obtained by the Fund's Automatic Dividend Investment Plan.
4 The ratio of expenses to average net assets excludes expense reductions but includes fee waivers and/or expense reimbursements.


See Notes to Financial Statements


3


SCHEDULE OF INVESTMENTS
November 30, 2003


Principal
Amount
Value

COLLATERALIZED MORTGAGE OBLIGATIONS   1.3%
Residential Accredit Loans, Inc., Ser. 1997-QS3 Class M2, 7.75%, 04/25/2027 $1,295,882 $   1,295,950
CORPORATE BONDS   92.1%
CONSUMER DISCRETIONARY   18.7%
Auto Components   0.9%
Dana Corp., 9.00%, 08/15/2011 250,000 285,000
HLI Operating Co., Inc., 10.50%, 06/15/2010 144A 325,000 371,312
R.J. Tower Corp., 12.00%, 06/01/2013 144A 250,000 236,875
893,187
Automobiles   0.6%
General Motors Corp., 8.375%, 07/15/2033 500,000 546,253
Distributors   0.3%
Roundys, Inc., Ser. B, 8.875%, 06/15/2012 250,000 265,625
Hotels, Restaurants & Leisure   1.7%
Chumash Casino & Resort Enterprise, 9.00%, 07/15/2010 144A 250,000 276,875
Darden Restaurants Inc., 7.125%, 02/01/2016 500,000 573,948
John Q Hammons Hotels LP, Ser. B, 8.875%, 05/15/2012 260,000 284,050
Mandalay Resort Group, 6.375%, 12/15/2011 144A 250,000 250,313
MTR Gaming Group, Inc., 9.75%, 04/01/2010 250,000 265,000
1,650,186
Household Durables   2.8%
K. Hovnanian Enterprises, Inc., 10.50%, 10/01/2007 250,000 295,000
Meritage Corp., 9.75%, 06/01/2011 250,000 279,063
Pulte Homes, Inc., 7.875%, 08/01/2011 500,000 586,365
Schuler Homes, Inc., 10.50%, 07/15/2011 250,000 287,187
Sealy Mattress Co., Ser. B, 9.875%, 12/15/2007 250,000 259,375
Toro Co., 7.80%, 06/15/2027 500,000 549,807
WCI Communities, Inc., 9.125%, 05/01/2012 400,000 440,000
2,696,797
Leisure Equipment & Products   0.4%
Houghton Mifflin Co., 9.875%, 02/01/2013 400,000 430,000
Media   9.7%
Cox Communications, Inc., 7.125%, 10/01/2012 750,000 859,387
Dex Media West LLC, 8.50%, 08/15/2010 144A 175,000 192,063
DIRECTV Holdings LLC, 8.375%, 03/15/2013 250,000 284,062
Disney Walt Co., Ser. B, 6.20%, 06/20/2014 565,000 601,557
InterActiveCorp., 7.00%, 01/15/2013 500,000 550,344
Lenfest Communications, Inc., 8.375%, 11/01/2005 1,150,000 1,266,685
Liberty Media Corp., 5.70%, 05/15/2013 500,000 500,995
Mediacom LLC, 9.50%, 01/15/2013 400,000 399,000
Medianews Group, Inc., 6.875%, 10/01/2013 144A 250,000 249,687
News America Holdings, Inc., 9.50%, 07/15/2024 500,000 681,855
RH Donnelley Finance Corp., 10.875%, 12/15/2012 400,000 474,500
Time Warner, Inc., 9.125%, 01/15/2013 2,700,000 3,398,093
9,458,228


See Notes to Financial Statements


4


SCHEDULE OF INVESTMENTS continued
November 30, 2003


Principal
Amount
Value

CORPORATE BONDS   continued
CONSUMER DISCRETIONARY   continued
Multi-line Retail   0.4%
Saks, Inc., 9.875%, 10/01/2011 $    25,000 $   29,906
Wal-Mart Stores, Inc., 8.85%, 01/02/2015 300,000 385,949
415,855
Specialty Retail   1.9%
Cole National Group, Inc., 8.875%, 05/15/2012 310,000 333,638
CSK Auto, Inc., 12.00%, 06/15/2006 250,000 281,875
Gap, Inc., 6.90%, 09/15/2007 95,000 105,331
Petco Animal Supplies, Inc., 10.75%, 11/01/2011 250,000 296,250
Steinway Musical Instruments, Inc., 8.75%, 04/15/2011 250,000 263,750
United Auto Group, Inc., 9.625%, 03/15/2012 400,000 446,000
Warnaco, Inc., 8.875%, 06/15/2013 144A 75,000 76,500
1,803,344
CONSUMER STAPLES   2.9%
Beverages   2.0%
Anheuser-Busch Co., Inc., 6.80%, 01/15/2031 500,000 567,498
Companhia Brasileira De Bebida, 10.50%, 12/15/2011 750,000 870,000
Panamerican Beverages, Inc., 7.25%, 07/01/2009 500,000 536,870
1,974,368
Food & Staples Retailing   0.6%
Safeway, Inc., 7.25%, 02/01/2031 500,000 550,551
Food Products   0.2%
Dole Food, Inc., 7.25%, 06/15/2010 250,000 255,313
Household Products   0.1%
Hines Nurseries, Inc., 10.25%, 10/01/2011 144A 75,000 81,563
ENERGY   10.7%
Electric Utilities   0.5%
Black Hills Corp., 6.50%, 05/15/2013 500,000 505,613
Energy Equipment & Services   1.3%
Dresser, Inc., 9.375%, 04/15/2011 400,000 422,000
Gulfterra Energy Partners LP,   Ser. B, 6.25%, 06/01/2010 250,000 252,500
Parker Drilling Co., Ser. B, 10.125%, 11/15/2009 250,000 262,500
SESI LLC, 8.875%, 05/15/2011 250,000 270,000
1,207,000
Oil & Gas   8.9%
Atlantic Richfield Co., 10.875%, 07/15/2005 750,000 853,550
El Paso Energy Partners LP, 8.50%, 06/01/2011 250,000 273,750
El Paso Production Holding Co., 7.75%, 06/01/2013 144A 250,000 240,000
Occidental Petroleum Corp., 8.45%, 02/15/2029 2,150,000 2,810,944
Pemex Project Funding Master Trust, 7.375%, 12/15/2014 400,000 422,000
Pennzoil Co., 10.125%, 11/15/2009 1,500,000 1,893,268
Petroleos Mexicanos, 9.25%, 03/30/2018 600,000 694,500


See Notes to Financial Statements


5


SCHEDULE OF INVESTMENTS continued
November 30, 2003


Principal
Amount
Value

CORPORATE BONDS   continued
ENERGY   continued
Oil & Gas   continued
Plains Exploration & Production Co., 8.75%, 07/01/2012 $   250,000 $   275,000
Sunoco Inc., 9.00%, 11/01/2024 500,000 618,181
Tesoro Petroleum Corp., Ser. B, 9.00%, 07/01/2008 400,000 408,000
Vintage Petroleum, Inc., 9.75%, 06/30/2009 150,000 159,000
8,648,193
FINANCIALS   25.3%
Commercial Banks   3.1%
Banco Bradesco SA, 8.75%, 10/24/2013 144A 750,000 783,750
Citizens Banking Corp. of Michigan, 5.75%, 02/01/2013 500,000 492,167
FBOP Corp., 10.00%, 01/15/2009 144A 500,000 537,500
First Massachusetts Bank, 7.625%, 06/15/2011 1,000,000 1,163,349
2,976,766
Diversified Financial Services   4.2%
Capital One Financial Corp., 6.25%, 11/15/2013 500,000 509,539
ERAC USA Finance Co., 8.00%, 01/15/2011 144A 165,000 195,132
GE Capital Corp., 6.75%, 03/15/2032 500,000 555,469
GMAC, 6.875%, 09/15/2011 500,000 518,620
Household Finance Corp., 7.875%, 03/01/2007 500,000 568,916
Lehman Brothers, Inc., 11.625%, 05/15/2005 583,000 658,138
Moore North America Finance, Inc., 7.875%, 01/15/2011 144A 400,000 456,000
National Rural Utilities Cooperative Finance, 7.25%, 03/01/2012 500,000 579,774
4,041,588
Insurance   2.9%
Cigna Corp., 8.30%, 01/15/2033 500,000 581,207
Crum & Forster Holdings Corp., 10.375%, 06/15/2013 144A 250,000 273,750
Fund American Companies, Inc., 5.875%, 05/15/2013 500,000 500,754
Harleysville Group Inc., 5.75%, 07/15/2013 500,000 490,259
Nationwide Financial Services, Inc., 8.00%, 03/01/2027 500,000 520,440
Royal Sun Alliance, Inc., 8.95%, 10/15/2029 500,000 457,793
2,824,203
Real Estate   3.6%
CarrAmerica Realty Corp., 7.125%, 01/15/2012 REIT 500,000 555,965
Health Care Property, Inc., 6.00%, 03/01/2015 REIT 1,000,000 1,006,348
HRPT Properties Trust, 6.40%, 02/15/2015 REIT 500,000 523,831
MeriStar Hospitality Corp., 9.00%, 01/15/2008 REIT 400,000 417,500
Montpelier Re Hldgs., Ltd, 6.125%, 08/15/2013 REIT 500,000 506,974
Tanger Properties LP, 9.125%, 02/15/2008 REIT 250,000 274,375
Thornburg Mortgage, Inc., 8.00%, 05/15/2013 REIT, 144A 250,000 265,000
3,549,993
Thrifts & Mortgage Finance   0.3%
Countrywide Funding Corp., 3.25%, 05/21/2008 300,000 293,066


See Notes to Financial Statements


6


SCHEDULE OF INVESTMENTS continued
November 30, 2003


Principal
Amount
Value

CORPORATE BONDS   continued
FINANCIALS   continued
Trust Preferred   11.2%
BankAmerica Capital II, 8.00%, 12/15/2026 $1,000,000 $   1,146,682
BT Institutional Capital Trust, Ser. A, 8.09%, 12/01/2026 144A 1,000,000 1,130,304
Citicorp Lease Trust, 8.04%, 12/15/2019 144A 500,000 584,375
Dime Capital Trust I, 9.33%, 05/06/2027 500,000 597,241
Dominion Resources Capital Trust I, 7.83%, 12/01/2027 500,000 543,169
Firstar Capital Trust I, Ser. B, 8.32%, 12/15/2026 500,000 578,300
HSBC American Capital Trust I, 7.808%, 12/15/2026 144A 1,000,000 1,109,298
Investors Capital Trust I, Ser. B, 9.77%, 02/01/2027 885,000 924,410
Keycorp Capital III, 7.75%, 07/15/2029 1,240,000 1,423,963
MBNA Capital, Ser. A, 8.278%, 12/01/2026 1,750,000 1,898,732
Washington Mutual Capital I, 8.375%, 06/01/2027 850,000 984,126
10,920,600
HEALTH CARE   1.0%
Health Care Providers & Services   1.0%
Extendicare Health Services, Inc., 9.50%, 07/01/2010 250,000 275,000
Pacificare Health Systems, Inc., 10.75%, 06/01/2009 175,000 201,688
Stewart Enterprises, Inc., 10.75%, 07/01/2008 250,000 282,500
Triad Hospitals, Inc., 7.00%, 11/15/2013 144A 250,000 250,625
1,009,813
INDUSTRIALS   11.6%
Aerospace & Defense   2.3%
Lockheed Martin Corp., 8.20%, 12/01/2009 500,000 609,502
Northrop Grumman Corp., 9.375%, 10/15/2024 1,500,000 1,637,317
2,246,819
Air Freight & Logistics   2.4%
Federal Express Corp., 9.65%, 06/15/2012 1,800,000 2,361,638
Airlines   2.0%
Continental Airlines, Inc., 7.707%, 04/02/2021 868,954 877,255
Northwest Airlines, Inc.:
   Ser. 1999-2, Class C, 8.304%, 09/01/2010 869,248 744,145
   Ser. 2001-1, Class 1C, 7.626%, 04/01/2010 431,573 363,073
1,984,473
Commercial Services & Supplies   1.4%
Centex Corp., 7.875%, 02/01/2011 500,000 586,044
Coinmach Corp., 9.00%, 02/01/2010 250,000 272,500
Service Corporation International, 7.70%, 04/15/2009 250,000 263,125
Williams Scotsman, Inc., 9.875%, 06/01/2007 250,000 245,000
1,366,669
Construction Materials   0.3%
Terex Corp., 7.375%, 01/15/2014 144A 240,000 239,400


See Notes to Financial Statements


7


SCHEDULE OF INVESTMENTS continued
November 30, 2003


Principal
Amount
Value

CORPORATE BONDS   continued
INDUSTRIALS   continued
Industrial Conglomerates   0.5%
Tyco International Group SA, 6.375%, 10/15/2011 $500,000 $   527,500
Machinery   1.0%
AGCO Corp., 8.50%, 03/15/2006 250,000 251,250
Case New Holland Inc., 9.25%, 08/01/2011 144A 250,000 281,250
Cummins, Inc., 9.50%, 12/01/2010 144A 25,000 28,813
Terex Corp., 8.875%, 04/01/2008 250,000 263,500
Wolverine Tube, Inc., 10.50%, 04/01/2009 100,000 100,500
925,313
Road & Rail   1.7%
Bombardier, Inc., 6.75%, 05/01/2012 144A 500,000 542,500
Goodrich Corp., 7.625%, 12/15/2012 500,000 573,872
Union Pacific Corp., 6.625%, 02/01/2029 500,000 536,332
1,652,704
INFORMATION TECHNOLOGY   0.7%
Communications Equipment   0.2%
Nortel Networks Corp., 6.125%, 02/15/2006 130,000 131,463
Computers & Peripherals   0.5%
International Business Machines Corp., 5.875%, 11/29/2032 500,000 500,688
MATERIALS   8.8%
Chemicals   1.9%
Allied Waste North America, Inc., 6.50%, 11/15/2010 144A 250,000 251,875
Equistar Chemicals LP, 10.625%, 05/01/2011 144A 250,000 266,250
FMC Corp., 10.25%, 11/01/2009 205,000 240,875
Huntsman International LLC, 11.625%, 10/15/2010 144A 180,000 177,300
IMC Global, Inc., 10.875%, 08/01/2013 144A 250,000 265,000
Lyondell Chemical Co.:
   9.50%, 12/15/2008 250,000 255,000
   Ser. A, 9.625%, 05/01/2007 145,000 150,075
Millennium America, Inc., 9.25%, 06/15/2008 250,000 269,375
1,875,750
Containers & Packaging   2.1%
Four M Corp., Ser. B, 12.00%, 06/01/2006 53,000 49,025
Graphic Packaging International, Inc., 8.50%, 08/15/2011 144A 200,000 221,000
Owens-Illinois, Inc., 7.15%, 05/15/2005 350,000 360,500
Rock Tennessee Co., 8.20%, 08/15/2011 500,000 588,275
Sealed Air Corp., 6.875%, 07/15/2033 144A 500,000 524,109
Stone Container Corp., 9.75%, 02/01/2011 250,000 276,250
2,019,159


See Notes to Financial Statements


8


SCHEDULE OF INVESTMENTS continued
November 30, 2003


Principal
Amount
Value

CORPORATE BONDS   continued
MATERIALS   continued
Metals & Mining   1.4%
Freeport-McMoRan Copper & Gold, Inc., 10.125%, 02/01/2010 144A $   400,000 $   457,000
Inco Ltd., 5.70%, 10/15/2015 500,000 500,999
U.S. Steel Corp., 10.75%, 08/01/2008 400,000 447,000
1,404,999
Paper & Forest Products   3.4%
Abitibi-Consolidated, Inc., 8.55%, 08/01/2010 1,000,000 1,087,224
Boise Cascade Corp., 9.45%, 11/01/2009 1,000,000 1,166,710
Georgia Pacific Corp., 8.125%, 06/15/2023 400,000 395,000
Millar Western Forest Products, 7.75%, 11/15/2013 144A 25,000 25,531
Tembec Industries, Inc., 7.75%, 03/15/2012 5,000 4,713
Weyerhaeuser Co., 7.95%, 03/15/2025 547,000 609,979
3,289,157
TELECOMMUNICATION SERVICES   8.9%
Diversified Telecommunication Services   5.7%
British Telecommunications plc, 8.375%, 12/15/2010 750,000 902,424
Citizens Communications Co., 9.25%, 05/15/2011 1,000,000 1,249,439
France Telecom SA, 8.50%, 03/02/2031 1,000,000 1,313,211
GTE Corp., 7.90%, 02/01/2027 1,000,000 1,086,347
Insight Midwest LP, 10.50%, 11/01/2010 400,000 438,000
Telus Corp., 8.00%, 06/01/2011 500,000 575,203
5,564,624
Wireless Telecommunications Services   3.2%
AT&T Wireless Services, Inc., 8.125%, 05/01/2012 800,000 914,803
Intelsat, Ltd., 6.50%, 11/01/2013 144A 500,000 519,021
Nextel Communications, Inc.:
   6.875%, 10/31/2013 110,000 113,162
   9.375%, 11/15/2009 400,000 439,000
Rogers Cantel, Inc., 9.75%, 06/01/2016 250,000 296,250
Vodafone Group plc, 7.75%, 02/15/2010 700,000 823,896
3,106,132
UTILITIES   3.5%
Electric Utilities   3.5%
Niagara Mohawk Power Corp., 9.75%, 11/01/2005 2,494,000 2,814,048
Progress Energy, Inc., 6.85%, 04/15/2012 500,000 556,358
3,370,406
         Total Corporate Bonds 89,564,999


See Notes to Financial Statements


9


SCHEDULE OF INVESTMENTS continued
November 30, 2003


Principal
Amount
Value

MORTGAGE-BACKED SECURITIES   3.3%
FHLMC:
   9.00%, 12/01/2016 $555,380 $   614,822
   9.50%, 12/01/2022 70,155 78,595
FNMA:
   9.00%, 02/01/2025-09/01/2030 694,705 777,857
   10.00%, 09/01/2010-04/01/2021 415,544 468,389
GNMA:
   8.00%, 03/15/2022-08/15/2024 244,897 266,920
   8.25%, 05/15/2020 191,603 210,717
   8.50%, 09/15/2024-01/15/2027 236,335 259,306
   9.00%, 12/15/2019-03/15/2021 281,851 314,125
   9.50%, 09/15/2019 109,640 122,197
   10.00%, 01/15/2019-03/15/2020 106,102 119,399
         Total Mortgage-Backed Securities 3,232,327
MUNICIPAL OBLIGATIONS   0.6%
HOUSING   0.6%
Virginia Hsg. Dev. Auth. RB, Ser. J, 6.75%, 12/01/2021 500,000 525,510
REPURCHASE AGREEMENTS   0.9%
State Street Bank & Trust Co., 0.95%, dated 11/28/2003, due 12/1/2003,
   maturity value $872,025 # 871,957 871,957
Total Investments (cost $88,013,562)   98.2% 95,490,743
Other Assets and Liabilities   1.8% 1,786,712
Net Assets   100.0% $   97,277,455
===========


# The repurchase agreement is fully collateralized by $885,000 FHLB, 2.25%, 08/13/2004; value including accrued interest is $896,090.
144A Security that may be sold to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended. This security has been determined to be liquid under guidelines established by the Board of Directors.
Summary of Abbreviations:
FHLB Federal Home Loan Bank
FHLMC Federal Home Loan Mortgage Corporation
FNMA Federal National Mortgage Association
GNMA Government National Mortgage Association
RB Revenue Bond
REIT Real Estate Investment Trust


See Notes to Financial Statements


10


STATEMENT OF ASSETS AND LIABILITIES
November 30, 2003



Assets
Identified cost of investments $ 88,013,562
Net unrealized gains on investments 7,477,181

Market value of investments 95,490,743
Receivable for securities sold 122,678
Principal paydown receivable 70,917
Interest receivable 1,997,250
Prepaid expenses and other assets 16,675

   Total assets 97,698,263

Liabilities
Payable for securities purchased 262,194
Advisory fee payable 52,831
Accrued expenses and other liabilities 105,783

   Total liabilities 420,808

Net assets $ 97,277,455

Net assets represented by
Common stock, par value $0.01 per share, 10,000,000 shares authorized,
   6,932,054 shares issued and outstanding
$ 69,321
Capital in excess of par value 99,226,235
Accumulated net realized losses on investments (9,495,282)
Net unrealized gains on investments 7,477,181

Total net assets $ 97,277,455

Shares outstanding 6,932,054

Net asset value per share $ 14.03



See Notes to Financial Statements


11


STATEMENT OF OPERATIONS
Year Ended November 30, 2003



Investment income
Interest $ 6,990,642

Expenses
Advisory fee 648,794
Directors' fees and expenses 82,157
Professional fees 50,705
Printing and postage expenses 42,551
Custodian fees 21,339
Other 46,989

   Total expenses 892,535
   Less: Expense reductions (547)
            Fee waivers (24,801)

   Net expenses 867,187

Net investment income 6,123,455

Net realized and unrealized gains or losses on securities
Net realized gains on securities 84,232
Net change in unrealized gains or losses on investments 5,781,255

Net realized and unrealized gains on investments 5,865,487

Net increase in net assets resulting from operations $ 11,988,942



See Notes to Financial Statements


12


STATEMENTS OF CHANGES IN NET ASSETS


       Year Ended November 30,

       2003 2002

Operations
Net investment income $ 6,123,455 $ 6,394,477
Net realized gains (losses) on investments 84,232 (3,022,499)
Net change in unrealized gains or losses on investments 5,781,255 (613,046)

Net increase in net assets resulting from operations 11,988,942 2,758,932

Distributions to shareholders from
Net investment income (6,377,490) (6,683,729)

Capital share transactions
Net asset value of common shares issued under
   the Automatic Dividend Investment Plan
0 1,014,061

Total increase (decrease) in net assets 5,611,452 (2,910,736)
Net assets
Beginning of period 91,666,003 94,576,739

End of period $ 97,277,455 $ 91,666,003

Undistributed net investment income $ 0 $ 141,006



See Notes to Financial Statements


13


NOTES TO FINANCIAL STATEMENTS


NOTE 1. SIGNIFICANT ACCOUNTING POLICIES

Vestaur Securities, Inc. (the "Fund") is registered under the Investment Company Act of 1940, as amended, as a diversified closed-end management investment company. The primary investment objective of the Fund is to seek a high level of current income for its shareholders through investment in a diversified portfolio of fixed income securities which management considers to be of high quality.

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The policies are in conformity with generally accepted accounting principles in the United States of America, which require management to make estimates and assumptions that affect amounts reported herein. Actual results could differ from these estimates.

a. Valuation of securities

Portfolio debt securities acquired with more than 60 days to maturity are valued at prices obtained from an independent pricing service which takes into consideration such factors as similar security prices, yields, maturities, liquidity and ratings. Securities for which valuations are not available from an independent pricing service may be valued by brokers which use prices provided by market makers or estimates of market value obtained from yield data relating to investments or securities with similar characteristics.

Short-term securities with remaining maturities of 60 days or less at the time of purchase are valued at amortized cost, which approximates market value.

Securities for which market quotations are not available are valued at fair value as determined in good faith, according to procedures approved by the Board of Directors.

b. Repurchase agreements

Securities pledged as collateral for repurchase agreements are held by the custodian bank or in a segregated account in the Fund's name until the agreements mature. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal. However, in the event of default or bankruptcy by the other party to the agreement, retention of the collateral may be subject to legal proceedings. The Fund will only enter into repurchase agreements with its custodian bank, State Street Bank & Trust Company.

c. Security transactions and investment income

Security transactions are recorded on trade date. Realized gains and losses are computed using the specific cost of the security sold. Interest income is recorded on the accrual basis and includes accretion of discounts and amortization of premiums.

d. Federal taxes

The Fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income, including any net capital gains (which have already been offset by available capital loss carryovers). Accordingly, no provision for federal taxes is required.


14


NOTES TO FINANCIAL STATEMENTS continued


e. Distributions

Distributions from net investment income are declared and paid on a quarterly basis. These dividends are recorded on the ex-dividend date. Shareholders have the option of receiving their dividends in cash or in the Fund's common stock in accordance with the Fund's Automatic Dividend Investment Plan. For those dividends paid in common stock, the Fund attempts to repurchase enough common stock in the market to satisfy its dividend needs. If the market price of the common stock plus brokerage commission equals or exceeds the net asset value or sufficient common stock cannot be repurchased in the market, the Fund will issue new shares and record the common stock at the greater of (i) the per share net asset value, or (ii) 95% of the market price per share as of the close of business on the last trading day of the month in which the dividend or other distribution is paid. Distributions from net realized capital gains, if any, are paid at least annually.

Reclassifications have been made to the Fund's components of net assets to reflect income and gains available for distribution (or available capital loss carryovers, as applicable) under income tax regulations. The primary permanent differences causing such reclassifications are due to premium amortization and discount accretion.

NOTE 2. INVESTMENT ADVISORY AGREEMENT AND AFFILIATED TRANSACTIONS

Evergreen Investment Management Company, LLC ("EIMC"), an indirect wholly-owned subsidiary of Wachovia Corporation, is the investment advisor for the Fund and is paid an annual fee of 0.50% of the Fund's average monthly net assets plus 2.50% of the Fund's investment income.

From time to time, EIMC may voluntarily or contractually waive its fees and/or reimburse expenses in order to limit operating expenses. During the year ended November 30, 2003, the investment advisor waived its fees in the amount of $24,801, which represents 0.03% of the Fund's average monthly net assets.

Officers of the Fund and affiliated Directors receive no compensation directly from the Fund.

NOTE 3. CAPITAL SHARE TRANSACTIONS

The Fund has authorized capital of 10,000,000 shares of common stock with a par value of $0.01 per share. For the year ended November 30, 2003 and the year ended November 30, 2002, the Fund issued 0 and 76,123 shares of common stock, respectively.

NOTE 4. SECURITIES TRANSACTIONS

Cost of purchases and proceeds from sales of non-U.S. Government securities (excluding short-term securities) for the year ended November 30, 2003 were $68,118,098 and $64,569,502, respectively. Cost of purchases and proceeds from sales of U.S. Government securities (excluding short-term securities) were $4,556,435 and $4,601,313, respectively.

On November 30, 2003, the aggregate cost of securities for federal income tax purposes was $88,660,291. The gross unrealized appreciation and depreciation on securities based on tax cost was $6,850,323 and $19,871, respectively, with a net unrealized appreciation of $6,830,452.


15


NOTES TO FINANCIAL STATEMENTS continued


As of November 30, 2003, the Fund had $8,848,553 in capital loss carryovers for federal income tax purposes expiring as follows:

Expiration

2006 2007 2008 2009 2010

$20,667 $895,845 $1,451,536 $3,049,670 $3,430,835



NOTE 5. EXPENSE REDUCTIONS

Through expense offset arrangements with the Fund's custodian, a portion of fund expenses has been reduced.

NOTE 6. DISTRIBUTIONS TO SHAREHOLDERS

As of November 30, 2003, the components of distributable earnings on a tax basis consisted of unrealized appreciation in the amount of $6,830,452 and capital loss carryover in the amount of $8,848,553.

The differences between the components of distributable earnings on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to wash sales and premium amortization and discount accretion.

The tax character of distributions paid was as follows:

Year Ended November 30,

2003 2002

Ordinary Income $6,377,490 $6,683,729



NOTE 7. SUBSEQUENT DISTRIBUTION TO SHAREHOLDERS

On December 10, 2003 the Fund declared a dividend of $0.22 per share which is payable on January 15, 2004 to shareholders of record as of December 31, 2003.

This distribution is not reflected in the accompanying financial statements.


16


INDEPENDENT AUDITORS' REPORT


Board of Directors and Shareholders
Vestaur Securities, Inc.

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Vestaur Securities, Inc., as of November 30, 2003, and the related statement of operations for the year then ended, statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the three-year period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and 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 as of November 30, 2003 by correspondence with the custodian. As to securities purchased or sold but not yet received or delivered, we performed other appropriate auditing procedures. 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, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Vestaur Securities, Inc., as of November 30, 2003, the results of its operations, changes in its net assets and financial highlights for each of the years described above in conformity with accounting principles generally accepted in the United States of America.

Boston, Massachusetts
January 9, 2004


17


AUTOMATIC DIVIDEND INVESTMENT PLAN


Any registered shareholder of Vestaur Securities, Inc. may participate in the Automatic Dividend Investment Plan (the "Plan"), with the exception of brokers and nominees of banks and other financial institutions. If you are a beneficial owner, whose shares are registered in the name of another (e.g., in a broker's "street name") and desire to participate in the Plan, you must become a registered holder by having the shares transferred to your name.

To participate in the Plan, you must complete and forward an enrollment form to the Plan agent. This form authorizes the Plan agent to receive your dividends and other distributions from the Fund in additional shares of common stock. The additional shares will be issued by the Fund, if the net asset value per share is equal to or lower than the market price of the Fund's common stock plus brokerage commissions or sufficient common stock cannot be purchased in the market. The newly issued shares will be valued in accordance with the Plan. If the net asset value per share is higher than the market price of the Fund's common stock plus brokerage commissions, the additional shares will be purchased in the open market and the cost of the brokerage commissions will be charged against the amounts invested.

Shares will be held by EquiServe, the Plan agent. You will receive a statement each time shares are distributed by the Fund or purchased for you.

There is no direct charge for Plan participation. The administrative costs of the Plan are paid out of the investment advisory fees received from the Fund by its investment advisor, Evergreen Investment Management Company, LLC.

If your dividends and other distributions are reinvested, they will be subject to capital gains and income taxes as if they were paid to you in cash.

You may terminate your participation in the Plan at any time by giving written notice to the Plan agent.

For additional information on the Plan, please write EquiServe, P.O. Box 43069, Providence, RI 02940-3069 or call 1-781-575-2724.


18





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19


BOARD OF DIRECTORS1 AND OFFICERS


Steven S. Elbaum
Director
DOB: 12/27/1948
One Meadowlands Plaza
Suite 200
East Rutherford, NJ 07073
Term of office since: 19992
Other directorships: None
Principal occupations: Chairman and Chief Executive Officer of The Alpine Group, Inc. (Holding Company); Chairman of the Board of Spherion Corporation (staffing and consulting); Formerly, Chairman of the Board of Superior Telecom, Inc. (wire and cable producer).

Paul B. Fay, Jr.
Director
DOB: 7/8/1918
3766 Clay Street
San Francisco, CA 94118
Term of office since: 19722
Other directorships: None
Principal occupations: President and Financial Consultant, The Fay Improvement Company (Service Provider to Money Managers); Trustee of Odell Charitable Foundation and Naval War College Foundation (Emeritus); Director of First American Corporation (Financial Holding Company); Director, OptimumBank.com; Formerly, Director, Compensation Resource Group Incorporated (National Executive Compensation Consulting firm).

Glen T. Insley3
Director/Chairman of the Board
DOB: 7/7/1946
Two Wachovia Center
NC-1157
301 South Tryon Street
Charlotte, NC 28288
Term of office since: 19982
Other directorships: None
Principal occupations: Chairman of the Board of the Fund: Vice President and Managing Director of Risk Management, Evergreen Investment Management Company, LLC; Senior Vice President, Wachovia.

John C. Jansing, Sr.
Director
DOB: 11/2/1925
162 S. Beach Road
Hobe Sound, FL 33455
Term of office since: 19722
Other directorships: Director Emeritus, Lord Abbett & Co.
Principal occupations: Director, The Alpine Group, Inc.; Director Emeritus, Lord Abbett & Co. (Managed Group of Mutual Funds); Formerly, Director, Superior Telecom, Inc.; Formerly, Chairman, Independent Election Corporation of America.

Carol Kosel
Treasurer
DOB: 12/25/1963
200 Berkeley Street
Boston, MA 02116
Term of office since: 1999
Principal occupations: Senior Vice President, Director of Fund Administration, Evergreen Investment Services, Inc.

Charles P. Pizzi
Director
DOB: 10/1/1950
3413 Fox Street
Philadelphia, PA 19129
Term of office since: 19972
Other directorships: None
Principal occupations: President and Chief Executive Officer, Tasty Baking Company; Formerly, President, Greater Philadelphia Chamber of Commerce.



20


BOARD OF DIRECTORS1 AND OFFICERS continued


Philip R. Reynolds
Director
DOB: 6/28/1927
43 Montclair Drive
West Hartford, CT 06107
Term of office since: 19722
Other directorships: None
Principal occupations: Treasurer and Trustee of J. Walton Bissell Foundation.

Marciarose Shestack
Director
DOB: 2/15/1934
Parkway House
2201 Pennsylvania Ave.
Philadelphia, PA 19130
Term of office since: 19722
Other directorships: None
Principal occupations: Freelance broadcast journalist and public relations consultant; Formerly, Consultant of Philadelphia Developers Alliance, and President, Philadelphia Developers Alliance.

Robert E. Shultz
Director
DOB: 3/21/1940
120 Scarlet Oak Dr.
Wilton, CT 06897
Term of office since: 19992
Other directorships: Director, General Motors Asset Management Absolute Return Strategies Fund
Principal occupations: Partner, TSW Associates; Chairman, Membership Committee, Institute for Quantitative Research in Finance; Director, General Motors Asset Management Absolute Return Strategies Fund; Director, LIM Asia Arbitrage Funds; Partner, Special Adviser, International Pension and Economic Research Institute, Tokyo, Japan; Member, Investment Advisory Committee, Christian Brothers Investment Services; Formerly, Advisory Board, The Market Channel; Formerly, Senior Vice President, Pine Grove Associates.

Dung Vukhac3
Director/President
DOB: 1/1/1944
55 Valley Stream Parkway
Malvern, PA 19355
Term of office since: 20012
Other directorships: None
Principal occupations: Vice President and Managing Director of Client Services, Evergreen Investment Management Company, LLC; Senior Vice President, Wachovia; Formerly, Managing Director, Senior Vice President, Fixed Income Services, CoreStates Investment Advisers, Inc.; Formerly, Securities Analyst, Economist, Vice President and Fixed Income Manager, Trust Department, Philadelphia National Bank.


1   The Board of Directors oversees one mutual fund.

2   All Directors are elected to serve a one-year term.

3   As an officer of Evergreen Investment Management Company, LLC, the Fund's investment advisor,
     the Director is considered an "interested person" of the Fund.


21


Custodian
State Street Bank and Trust Company
Box 9021
Boston, MA 02205-9827




Transfer Agent, Dividend Disbursing Agent
Registrar & Shareholder Relations

EquiServe
P.O. Box 43069
Providence RI 02940-3069
(781) 575-2724




The common stock of
Vestaur Securities, Inc. is listed on the
American Stock Exchange, Symbol VES.



1/2004

Vestaur Securities, Inc.
Evergreen Investment Management Company, LLC
123 South Broad Street, 2nd Floor
Philadelphia, PA 19109



Item 2 - Code of Ethics
(a) The Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer and principal financial officer.

(b) During the period covered by this report, there were no amendments to the provisions of the code of ethics adopted in 2.(a) above.

(c) During the period covered by this report, there were no implicit or explicit waivers to the provisions of the code of ethics adopted in 2.(a) above.

Item 3 - Audit Committee Financial Expert
The registrant's Board of Directors has determined that it does not have an audit committee financial expert, within the meaning of Section 407 of the Sarbanes-Oxley Act, serving on its audit committee. At this time, the registrant believes that the experience provided by each member of the audit committee together offer the registrant adequate oversight for the registrant's level of financial complexity. The entire audit committee is independent of management.

Items 4 - Principal Accountant Fees and Services
Not applicable at this time. Applicable for annual reports filed for the first fiscal year ending after December 15, 2003.

Items 5 - Audit Committee of Listed Registrants
If applicable, not applicable at this time. Applicable for annual reports covering periods ending on or after the compliance date for the listing standards applicable to the particular issuer. Listed issuers must be in compliance with the new listing rules by the earlier of the registrant's first annual shareholders meeting after January 15, 2004 or October 31, 2004.

Item 6 - [Reserved]

Item 7 - Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
The Registrant has delegated the voting of proxies relating to its voting securities to its investment advisor, Evergreen Investment Management Company, LLC (the "Advisor"). The proxy voting policies and procedures of the Advisor are included as an exhibit hereto.

Item 8 - [Reserved]

Item 9 - Controls and Procedures

(a) The Registrant's Principal Executive Officer and Principal Financial Officer have evaluated the Registrant's disclosure controls and procedures within 90 days of this filing and have concluded that the Registrant's disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the Registrant in this Form N-CSR was recorded, processed, summarized, and reported timely.

(b) There were no significant changes in the Registrant's internal controls or other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Item 10 - Exhibits

File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated.

(a) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Not applicable.

(b)(1) Separate certifications for the Registrant's principal executive officer and principal financial officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are attached as EX99.CERT.

(b)(2) Separate certifications for the Registrant's principal executive officer and principal financial officer, as required by Section 1350 of Title 18 of United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and Rule 30a-2(b) under the Investment Company Act of 1940, are attached as EX99.906CERT. The certifications furnished pursuant to this paragraph are not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certifications are not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates them by reference.


Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Vestaur Securities, Inc.

By: _______________________
Glen T. Insley,
Principal Executive Officer

Date: January 31, 2004


Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By: _______________________
Glen T. Insley,
Principal Executive Officer

Date: January 31, 2004


By: ________________________
Carol A. Kosel
Principal Financial Officer

Date: January 31, 2004