UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Vista Bancorp, Inc.
(Name of Issuer)
Common Stock, $.50 par value
(Title of Class of Securities)
92830R103
(CUSIP Number)
Gerald H. Lipkin
Chairman and CEO
Valley National Bank
1455 Valley Road
Wayne, New Jersey 07470
(973) 305-4001
Copy to:
Ronald H. Janis, Esq.
Pitney, Hardin, Kipp & Szuch
Mail: P.O. Box 1945
Morristown, New Jersey 07962
Delivery: 200 Campus Drive
Florham Park, New Jersey 07932
(973) 966-8263
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 19, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. _ _ _ _
<PAGE>
CUSIP No. 92830R103
1. NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valley National Bancorp
I.R.S. Identification No. 22-2477875
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ______
(b) ______
3. SEC USE ONLY.
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e).
______
6. CITIZENSHIP OR PLACE OF ORGANIZATION.
State of New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER - 430,389
8. SHARED VOTING POWER - 0
9. SOLE DISPOSITIVE POWER - 430,389
10. SHARED DISPOSITIVE POWER - 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
430,389
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES.
_____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
9.41%
14. TYPE OF REPORTING PERSON.
CO
<PAGE>
This Schedule 13D/A amends a Schedule 13D filed on September 17, 1998
(the "Original Schedule 13D") to add certain information set forth below. This
amendment does not repeat all information set forth in the Original Schedule
13D.
Item 1. Security and Issuer
This Schedule 13D/A relates to an investment in common stock, par value
$.50 per share of Vista Bancorp, Inc. ("Vista Common Stock"), a New Jersey
corporation having its principal place of business at 305 Roseberry Street, P.O.
Box 5360, Phillipsburg, New Jersey 08865 ("Vista").
Item 2. Identity and Background
This Schedule 13D/A is being filed by Valley National Bancorp, a New
Jersey corporation and registered bank holding company ("VNB"). The address of
VNB's principal place of business is 1455 Valley Road, Wayne, New Jersey 07470.
The business of VNB is primarily the ownership of its subsidiary, Valley
National Bank ("Valley"). Through Valley and its subsidiaries, VNB engages in a
full range of commercial and personal banking activities, trust, and other
activities in which bank holding companies and their bank subsidiaries are
permitted to engage.
Neither VNB nor, to the knowledge of VNB, any of its directors and
executive officers has, during the last five years, (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or which resulted in a finding of any
violation with respect to such laws.
Certain other information concerning the directors and executive
officers of VNB is contained in Annex I. Each of the directors and executive
officers is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
VNB has used its working capital to acquire the 207,389 shares of Vista
Common Stock held by it. The aggregate net cost of the shares purchased by VNB
in the open market through the date hereof was $3,607,378.
VNB paid $5,519,250 for 223,000 shares of Vista Common Stock, which
purchase was pursuant to the Purchase Agreement with Ryan Beck described in Item
4 below. VNB used its working capital for the purchase of such shares.
VNB may, from time to time after the date hereof, purchase shares of
Vista Common Stock at prevailing prices in market transactions or privately
negotiated purchases. No specific terms or timing for such purchases have been
formulated at this time. VNB presently does not anticipate making any
significant additional purchases of Vista Common Stock. VNB intends to fund the
purchase of additional shares of Vista Common Stock with, as needed, the
proceeds from its current cash or deposit holdings.
Valley National Bank does not presently beneficially own shares of
Vista Common Stock. However, Valley may from time to time purchase and sell
shares of Vista Common Stock in a fiduciary or similar capacity for the accounts
of others.
Item 4. Purpose of the Transaction.
As reported in the Original Schedule 13D, on September 14, 1998, VNB
entered into a Purchase Agreement with Ryan, Beck & Co., Inc. ("Ryan Beck") to
purchase from Ryan Beck 223,000 shares of Vista Common Stock and on September
17, 1998, VNB filed an application and notice (collectively, the "Federal
Reserve Application") with the Governors of the Federal Reserve System (the
"Federal Reserve Board") for approval, under the Bank Holding Company Act of
1956, to acquire up to a total of 9.99% of the outstanding shares of Vista
Common Stock. The Federal Reserve Board approved the transaction on October 29,
1998, subject to a 15 day waiting period. The transaction was effected through
Ryan, Beck on November 19, 1998 and was reported on the NASDAQ National Market
System.
VNB's acquisition of Vista Common Stock is for investment purposes. VNB
seeks to increase its investment in shares of Vista Common Stock up to a maximum
aggregate holding of 9.99% of the outstanding shares of Vista Common Stock. VNB
expects to increase its holdings to that level primarily by consummating the
purchase from Ryan Beck described above.
VNB does not have plans, at this time, to raise its ownership interest
above 9.99% or to effect any merger, reorganization, liquidation, tender offer,
exchange offer or any other type of extraordinary corporate transaction
described in Items 4(a)-(j) of Schedule 13D with Vista. Bank holding companies,
like Vista, may review their strategic options from time to time and as a result
of such review or for other reasons may seek a merger or otherwise take steps to
sell the company. VNB has no intention to take any action to cause Vista to
review its strategic options, or seek a merger or sale of the company. However,
if Vista were to invite VNB to consider a merger or acquisition transaction, VNB
would consider such a possibility and may become a merger partner, bidder or
acquiror.
Item 5. Interest in Securities of Issuer.
VNB owns as of the date hereof 430,389 shares of Vista Common Stock.
On the basis of the 4,572,262 shares reported as outstanding on October
31, 1998 on the first page of Vista's Form 10-Q for the quarter ended September
30, 1998, VNB's existing holdings of Vista Common Stock represent approximately
9.41% of the outstanding Vista Common Stock. Under commitments to the Federal
Reserve Board, VNB, together with its officers and directors, may not own 10% or
more of Vista's Common Stock
VNB does not presently hold, through its bank subsidiary or otherwise,
beneficial ownership of any shares of Vista Common Stock, in a fiduciary
capacity or otherwise.
Annex I discloses the names of VNB directors and officers. To VNB's
knowledge, no such person listed in Annex I, except as indicated thereon,
beneficially owns shares of Vista Common Stock.
Except for the Ryan Beck purchase, neither VNB nor, to VNB's knowledge,
any of its directors or executive officers has effected any transactions in
Vista Common Stock during the past 60 days.
<PAGE>
Annex I
Certain Information Regarding
Directors and Executive Officers of VNB
<TABLE>
<CAPTION>
DIRECTORS OF VALLEY NATIONAL BANCORP
Shares of Vista Common
Name and Business Address Stock Beneficially Owned
<S> <C>
Andrew B. Abramson 0
1122 Clifton Avenue
Clifton, New Jersey 07013
Pamela R. Bronander 0
180 Brighton Road
Clifton, New Jersey 07012
Joseph Coccia, Jr. 0
567 Belgrove Drive
Kearny, New Jersey 07032
Austin C. Drukker 0
76 Yantacawbrook Road
Upper Montclair, New Jersey 07043
Willard L. Hedden 0
1455 Valley Road
Wayne, New Jersey 07470
Graham O. Jones 0
45 Essex Street
Hackensack, New Jersey 07601
Walter H. Jones, III 0
45 Essex Street
Hackensack, New Jersey 07601
Gerald Korde 0
38 Oak Street
Clifton, New Jersey 07014
Gerald H. Lipkin 0
1455 Valley Road
Wayne, New Jersey 07470
Joleen J. Martin 0
234 Sanford Avenue
Kearny, New Jersey 07032
Robert E. McEntee 0
1455 Valley Road
Wayne, New Jersey 07470
William H. McNear, Sr. 0
206B Landing Road
Landing, New Jersey 07850
Sam P. Pinyuh 0
1455 Valley Road
Wayne, New Jersey 07470
Robert Rachesky 0
1455 Valley Road
Wayne, New Jersey 07470
Barnett Rukin 0
17 Franklin Turnpike
Mahwah, New Jersey 07430
Peter Southway 0
1455 Valley Road
Wayne, New Jersey 07470
Richard F. Tice 0
427 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07675
Leonard Vorcheimer 0
1455 Valley Road
Wayne, New Jersey 07045
Joseph L. Vozza 0
One Depot Square
Park Ridge, New Jersey 07656
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS OF VALLEY NATIONAL BANCORP
Shares of Vista Common
Name and Business Address Stock Beneficially Owned
<S> <C>
Jack M. Blackin 0
1455 Valley Road
Wayne, New Jersey 07470
Harold P. Cook, III 0
886 Belmont Avenue
North Haledon, New Jersey 07508
Peter Crocitto 0
1455 Valley Road
Wayne, New Jersey 07470
Alan Eskow 0
1455 Valley Road
Wayne, New Jersey 07470
Robert E. Farrell 0
1455 Valley Road
Wayne, New Jersey 07470
Richard P. Garber 990
1455 Valley Road
Wayne, New Jersey 07470
Alan D. Lipsky 0
1455 Valley Road
Wayne, New Jersey 07470
Robert M. Meyer 0
1455 Valley Road
Wayne, New Jersey 07470
Robert Mulligan 0
1455 Valley Road
Wayne, New Jersey 07470
John H. Prol 0
1455 Valley Road
Wayne, New Jersey 07470
Peter John Southway 0
1455 Valley Road
Wayne, New Jersey 07470
</TABLE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 19, 1998
VALLEY NATIONAL BANCORP
GERALD H. LIPKIN
By: ______________________________
Gerald H. Lipkin
Chairman and CEO
