UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
September 14, 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.
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<PAGE>
CUSIP No. 92830R103 13D
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).
9.31%
14. TYPE OF REPORTING PERSON.
CO
<PAGE>
Item 1. Security and Issuer
This Schedule 13D 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 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 will pay $5,519,250 for the 223,000 shares of Vista Common Stock to
be purchased under the Purchase Agreement with Ryan Beck described in Item 4
below. VNB will use 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 other than the Ryan Beck purchase, described in Item 4
below. If the Ryan Beck purchase is consummated, 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.
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 at a price of $24.75 per share, subject to certain
conditions, including obtaining the prior approval of the Federal Reserve Board.
The transaction, when and if effected, will be consummated through the NASDAQ
National Market System.
On September 17, 1998, VNB filed an application and notice
(collectively, the "Federal Reserve Application") with the Board of 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.
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 presently owns 207,389 shares of Vista Common Stock.
On the basis of the 4,622,214 shares reported as outstanding on July
31, 1998 on the first page of Vista's Form 10-Q for the quarter ended June 30,
1998, VNB's existing holdings of Vista Common Stock represent approximately
4.49% of the outstanding Vista Common Stock. Including the 223,000 shares to be
acquired under the purchase agreement with Ryan Beck, Valley's beneficial
ownership amounts to 430,389 shares, representing 9.31% 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 Agreement, 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. VNB has the right to
acquire the 223,000 shares from Ryan Beck, but has not yet acquired such shares
which it expects to do if and when regulatory approval is obtained.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
In the Federal Reserve Application, VNB has made certain commitments to
the Federal Reserve Board with respect to its ownership of Vista Common Stock.
The commitments were made in order to ensure that the investment does not result
in a finding by the Federal Reserve Board that VNB exercises a "controlling
influence over the management or policies" of Vista (within the meaning of
Section 2(a) of the Bank Holding Company Act of 1956). Specifically, VNB has
committed that it will not, without prior approval of the Federal Reserve Board:
(1) take any action that would cause Vista or any of its
subsidiaries to become a subsidiary of VNB or any of its subsidiaries;
(2) acquire or retain shares of Vista that would cause the
combined interests of VNB and any of its subsidiaries and any of its
officers, directors, principal shareholders and affiliates to equal or
exceed 10 percent of the outstanding voting shares of Vista or any of
its subsidiaries;
(3) seek or accept any representation on the board of
directors of Vista or any of its subsidiaries;
(4) exercise or attempt to exercise a controlling influence
over the management or policies of Vista or any of its subsidiaries;
(5) have or seek to have any representative serve as an
officer, agent or employee of Vista or any of its subsidiaries;
(6) propose a director or slate of directors in opposition to
a nominee or slate of nominees proposed by the management or board of
directors of Vista or any of its subsidiaries;
(7) solicit or participate in soliciting proxies with respect
to any matter presented to the shareholders of Vista or any of its
subsidiaries;
(8) attempt to influence the dividend policies or practices;
the investment, loan or credit decisions or policies; the pricing of
services; personnel decisions; operating activities (including the
location of any offices or branches or their hours of operation, etc.);
or any similar activities or decisions of Vista or any of its
subsidiaries;
(9) enter into any other banking or nonbanking transactions
with Vista, except that VNB may establish and maintain deposit accounts
with bank subsidiaries of Vista, provided that the aggregate balance of
all such deposit accounts does not exceed $500,000 and that the
accounts are maintained on substantially the same terms as those
prevailing for comparable accounts of persons unaffiliated with Vista
or any of its subsidiaries; or
(10) dispose or threaten to dispose of shares of Vista or any
of its subsidiaries in any manner as a condition of specific action or
non-action by Vista or any of its subsidiaries.
Item 7. Material to be Filed as Exhibits.
Purchase Agreement between VNB and Ryan, Beck & Co., Inc., dated
September 14, 1998, relating to the purchase of 223,000 shares of Vista Common
Stock.
<PAGE>
Annex I
Certain Information Regarding
Directors and Executive Officers of VNB
DIRECTORS OF VALLEY NATIONAL BANCORP
Shares of Vista Common
Name and Business Address Stock Beneficially Owned
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 07470
Joseph L. Vozza 0
One Depot Square
Park Ridge, New Jersey 07656
<PAGE>
EXECUTIVE OFFICERS OF VALLEY NATIONAL BANCORP
Shares of Vista Common
Name and Business Address Stock Beneficially Owned
Jack M. Blackin 0
1455 Valley Road
Wayne, New Jersey 07470
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
<PAGE>
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: September 17, 1998
VALLEY NATIONAL BANCORP
GERALD H. LIPKIN
By: _________________________________
Gerald H. Lipkin
Chairman and CEO
PURCHASE AGREEMENT
THIS AGREEMENT is executed as of this 14th day of September, 1998, by
and between RYAN, BECK & CO., INC., a New Jersey corporation having its
principal place of business at 220 South Orange Avenue, Livingston, New Jersey
07039 (the "Seller") and VALLEY NATIONAL BANCORP, a New Jersey corporation with
its offices at 1455 Valley Road, Wayne, New Jersey (the "Purchaser").
THE PARTIES HERETO HEREBY AGREE as follows:
SECTION 1. Purchase and Sale
(a) Subject to the terms and conditions contained herein, Seller hereby
agrees to sell to Purchaser 223,000 Shares of the Common Stock of Vista Bancorp,
Inc. (the "Shares"), and Purchaser hereby agrees to purchase such Shares, at a
purchase price equal to $24.75 per share (the "Purchase Price").
(b) Purchaser's purchase of the Shares shall be consummated upon ten
(10) days written notice to Seller from Purchaser, stating that all conditions
precedent to Purchaser's obligations hereunder have been satisfied and
specifying a trade date. Purchaser shall be required to provide such notice
within five (5) calender days of receipt of the approvals required under Section
4 hereof. Upon such notice, the parties shall execute a trade for the shares on
the NASDAQ National Market, according to the rules of such market (the date of
such trade referred to herein as the "Closing").
SECTION 2. Representations and Warranties of Purchaser
In connection with the sale of the Shares, Purchaser hereby represents
to Seller as follows:
(a) Purchaser is acquiring the Shares for investment purposes, and not
with a view to distribution.
(b) Purchaser has conducted its own financial diligence review of Vista
Bancorp, Inc. and the value of the Shares, and has not relied upon any
information from or any representations or warranties by Seller regarding the
future prospects of Vista Bancorp, Inc. or the value of the Shares.
(c) Purchaser has full capacity to enter into this Agreement and to
perform all of its obligations hereunder.
SECTION 3. Representations and Warranties of Seller
In connection with the sale of the Shares, Seller hereby represents to
Purchaser as follows:
(a) Seller has the full capacity to enter into this Agreement and to
perform all of its obligations hereunder.
(b) The best of Seller's knowledge, sale of the Shares by Seller
hereunder will comply with all of the laws and regulations applicable to Seller,
including those under the rules of the NASD and the rules of the NASDAQ National
Market System.
SECTION 4. Conditions to Seller's Obligations
In addition to the conditions contained in Section 1(b) above, Seller's
obligations hereunder are further expressly conditioned upon satisfaction of
each of the following conditions:
(a) Each representation of Purchaser contained in Section 2 hereof
shall be true and correct as of the Closing, and Purchaser shall have delivered
to Seller a certificate certifying to such representations and warranties, in
form and substance reasonably satisfactory to Seller.
(b) Seller shall not have determined in its reasonable opinion or in
the reasonable opinion of its counsel, that consummation of the transactions
contemplated hereunder shall violate any law or regulation to which the Seller
is subject.
(c) Between the date hereof and through the Closing, there shall not
exist any of the following: (i) a suspension or material limitation in trading
in securities generally on the New York or American Stock Exchanges; or (ii) a
general moratorium on commercial bank activities or a general moratorium on the
withdrawal of deposits from commercial banks in New York or New Jersey declared
by either federal, New Jersey or New York authorities.
(d) Purchaser shall have received the regulatory approvals required
under Section 5 hereof by no later than one hundred and fifty (150) days after
the date hereof.
SECTION 5. Conditions to Purchaser's Obligations
In connection with the purchase of the Shares, Purchaser is required to
obtain certain regulatory approvals, including, specifically, approval of the
Federal Reserve Bank of New York under Regulation Y promulgated by the Board of
Governors of the Federal Reserve System. Purchaser and Seller acknowledge that
Purchaser's obligations hereunder are expressly conditioned upon receipt of such
regulatory approval. If, in the reasonable determination of Purchaser, it shall
become apparent that Purchaser shall not be able to obtain such regulatory
approval, or that such regulatory approval shall contain such restrictions or
conditions which shall materially diminish the value of the Shares to Purchaser,
Purchaser shall promptly provide Seller with written notice of its inability to
satisfy the requirements of this Section, and Purchaser and/or Seller shall be
entitled to terminate this Agreement, and neither party shall have any
continuing obligations to the other hereunder.
The Purchaser's obligations hereunder are further expressly conditioned
upon satisfaction of the following condition:
(a) Each representation of Seller contained in Section 3 shall be true
and correct as of the Closing, and the Seller shall have delivered to the
Purchaser a certificate certifying to such representations and warranties in the
form and substance reasonably satisfactory to Purchaser.
SECTION 6. Adjustments to the Purchase Price
If between the date hereof and the Closing, the outstanding shares of
Vista Common Stock shall have been changed into a different number of shares or
a different class or security, by reason of any stock dividend, stock split,
reclassification, recapitalization, merger, combination or exchange of Shares,
the number of shares of Vista Common Stock (or any other security into which
Vista Common Stock shall have been exchanged) and the Purchase Price for the
Shares shall be appropriately adjusted to reflect such stock dividend, stock
split, reclassification, recapitalization, merger, combination or exchange of
shares.
SECTION 7. Indemnification
Purchaser shall indemnify Seller against and hold it harmless from, and
shall not assert any claim of liability against Seller for, any and all claims,
losses, liabilities, damages, fines, penalties, costs and expenses (including
reasonable fees and disbursements of counsel and other experts) resulting from
or arising out of any inaccuracy in or breach of any representation made by
Purchaser in this Agreement, any failure of Purchaser to perform, any breach or
default in the performance by Purchaser of any covenant or agreement made by
Purchaser herein.
SECTION 8. Miscellaneous
(a) Seller agrees that it will execute and deliver to Purchaser any and
all documents, including but not limited to stock certificates and will cause
stock certificates to be submitted for transfer into the name of Purchaser as of
the settlement date, which may be necessary or appropriate to vest in Purchaser
or its designee title to and possession of the Shares.
(b) Any notice or communication required or permitted to be given
hereunder shall be in writing and shall be sent by telecopy, with receipt
acknowledged, or mailed by registered mail, return receipt requested, to the
address set forth for each party hereto above.
(c) This Agreement sets forth the entire Agreement between the parties
hereto relating to the subject matter hereof and supersedes all prior
negotiations between the parties. This Agreement may be modified or amended only
by a writing executed by the party effected by such modification or amendment,
and compliance with the terms and conditions hereof may be waived only by a
writing signed by the party or parties entitled to the benefit of such term or
condition.
(d) This Agreement may not be assigned without the consent of the other
party. This Agreement shall be binding upon and shall enure to the benefit of
the parties hereto and their respective successors and permitted assigns.
(e) This Agreement may be executed in two or more counterparts, all of
which, when taken together, shall constitute one and the same instrument.
(f) This Agreement shall be governed by and construed in accordance
with the substantive law of the State of New Jersey, without recognition of the
choice of law provisions thereof.
IN WITNESS WHEREOF, the undersigned have executed this Agreement, or
caused this Agreement to be executed by their duly authorized agent, as of the
date first set forth above.
SELLER:
RYAN, BECK & CO., INC.
DAVID P. DOWNS
By:----------------------------------------
David P. Downs
Senior Vice President
PURCHASER:
VALLEY NATIONAL BANCORP
GERALD H. LIPKIN
By:----------------------------------------
Gerald H. Lipkin
Chairman and CEO
