<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
[VISTA BANCORP, INC LOGO]
- -----------------------------------------------------------------------------
(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.:
___________________________________________________________________________
3) Filing Party:
___________________________________________________________________________
4) Date Filed:
___________________________________________________________________________
<PAGE>
[VISTA BANCORP, INC LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF VISTA BANCORP, INC.:
Notice is hereby given that the Annual Meeting of
Shareholders of Vista Bancorp, Inc. ("Vista") will be held at 9:30 a.m.,
prevailing time, on Wednesday, April 22, 1998, at the Administrative Offices
of Vista, 305 Roseberry Street, Post Office Box 5360, Phillipsburg, New Jersey
08865, for the following purposes:
1. To elect three Class C directors to serve for a
three-year term and until their successors are duly elected and qualified;
2. To fix the number of Class A directors to be elected at
three, thereby decreasing the number of Class A directors from four to three;
3. To elect one Class A director to serve the remaining term
for Class A directors and until his successor is duly elected and qualified;
4. To fix the number of Class B directors to be elected at
four, thereby creating a vacancy to be filled by election;
5. To elect one Class B director to serve the remaining term
for Class B directors and until his successor is duly elected and qualified;
6. To ratify the selection of Rudolph, Palitz LLP, Certified
Public Accountants of Plymouth Meeting, Pennsylvania, as the independent
auditors of Vista for the fiscal year ending December 31, 1998;
7. To approve the Vista Bancorp, Inc. 1998 Stock
Compensation Plan; and
8. To transact such other business as may properly come
before the Annual Meeting and any adjournment or postponement thereof.
Only those shareholders of record at the close of business,
at 5:00 p.m., on Wednesday, March 11, 1998, will be entitled to notice of and
to vote at the Annual Meeting.
A copy of Vista's Annual Report for the fiscal year ended
December 31, 1997, is being mailed with this notice.
You are urged to mark, sign, date and promptly return your
proxy in the enclosed envelope so that your shares may be voted in accordance
with your wishes and in order that the presence of a quorum may be assured.
The prompt return of your signed proxy, regardless of the number of shares you
hold, will aid Vista in reducing the expense of additional proxy solicitation.
The giving of such proxy does not affect your right to vote in person if you
attend the meeting.
By Order of the Board of Directors
Jill A. Pursell, Assistant Vice President/Secretary
March 20, 1998
<PAGE>
VISTA BANCORP, INC.
PROXY STATEMENT FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD APRIL 22, 1998
GENERAL
Introduction, Date, Place and Time of Meeting
This Proxy Statement is being furnished for the solicitation
by the Board of Directors of Vista Bancorp, Inc. ("Vista"), a New Jersey
business corporation, of proxies to be voted at the Annual Meeting of
Shareholders of Vista to be held at the Administrative Offices of Vista, 305
Roseberry Street, Post Office Box 5360, Phillipsburg, New Jersey 08865, on
Wednesday, April 22, 1998, at 9:30 a.m., prevailing time, or at any
adjournment or postponement of the Annual Meeting.
The principal executive office of Vista is located at 305
Roseberry Street, Post Office Box 5360, Phillipsburg, New Jersey 08865. The
telephone number for Vista is (908) 859-9500. All inquiries should be directed
to Jill A. Pursell, Assistant Vice President/Secretary. This Proxy Statement
and the enclosed form of proxy (the "Proxy") are first being sent to
shareholders of Vista on March 20, 1998.
Solicitation
Shares represented by proxies on the accompanying Proxy, if
properly signed and returned, will be voted in accordance with the
specifications made thereon by the shareholders. Any Proxy not specifying to
the contrary will be voted for: (1) the election of the three nominees as
Class C directors named below; (2) approval to fix the number of Class A
directors at three, thereby decreasing the number of Class A directors from
four to three; (3) the election of one nominee as Class A director named
below; (4) approval to fix the number of Class B directors at four, thereby
creating a vacancy to be filled by election; (5) the election of one nominee
as Class B director named below; (6) the approval of Rudolph, Palitz LLP,
Certified Public Accountants, of Plymouth Meeting, Pennsylvania ("Rudolph,
Palitz LLP") as the independent auditors for the fiscal year ending December
31, 1998; and (7) the approval of the Vista Bancorp, Inc. 1998 Stock
Compensation Plan. Execution and return of the enclosed Proxy will not affect
a shareholder's right to attend the Annual Meeting and vote in person.
The cost of preparing, assembling, mailing and soliciting
proxies will be borne by Vista. In addition to the use of the mails, certain
directors, officers and employees of Vista intend to solicit proxies
personally and by telephone and telefacsimile. Arrangements will be made with
brokerage houses and other custodians, nominees and fiduciaries to forward
proxy solicitation material to the beneficial owners of stock held of record
by these persons, and, upon request therefor, Vista will reimburse them for
their reasonable forwarding expenses.
<PAGE>
Right of Revocation
A shareholder who returns a Proxy may revoke it at any time
before it is voted by: (1) delivering written notice of revocation to Jill A.
Pursell, Assistant Vice President/Secretary, Vista Bancorp, Inc., 305
Roseberry Street, Post Office Box 5360, Phillipsburg, New Jersey 08865,
telephone: (908) 895-9559; (2) executing a later-dated Proxy and giving
written notice thereof to the Secretary of Vista; or (3) voting in person
after giving written notice to the Secretary of Vista.
Voting Securities, Record Date and Quorum
At the close of business on March 11, 1998, Vista had
outstanding 4,178,395 shares of common stock, $.50 par value, the only
authorized class of stock (the "Common Stock"). A majority of the outstanding
shares will constitute a quorum at the Annual Meeting.
Only holders of Common Stock of record at the close of
business on March 11, 1998, will be entitled to notice of and to vote at the
Annual Meeting. Cumulative voting rights exist with respect to the election of
directors. Cumulative voting rights mean that each shareholder has the right,
in person or by proxy, to multiply the number of votes to which he or she is
entitled by the number of directors to be elected and to cast the whole number
of such votes for one nominee or distribute them among two or more nominees.
On all other matters to come before the Annual Meeting, each share of common
stock is entitled to one vote.
PRINCIPAL BENEFICIAL OWNERS OF VISTA'S STOCK
Principal Owners
The following table sets forth, as of March 11, 1998, the
name and address of each person who owns of record or who is known by the
Board of Directors to be the beneficial owner of more than five percent (5%)
of Vista's outstanding Common Stock, the number of shares beneficially owned
by such person and the percentage of Vista's outstanding Common Stock so
owned.
<TABLE>
<CAPTION>
Percent of Outstanding
Shares Beneficially Common Stock
Name and Address Owned(1) Beneficially Owned
- ---------------- -------- ------------------
<S> <C> <C>
Richard A. Cline 229,730 (2) 5.5%
813 South Main Street
Stewartsville, New Jersey 08886
Louis Hajdu 223,670 (3) 5.3%
710 New Brunswick Avenue
Post Office Box 1131
Alpha, New Jersey 08865
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Percent of Outstanding
Shares Beneficially Common Stock
Name and Address Owned(1) Beneficially Owned
- ---------------- -------- ------------------
<S> <C> <C>
Phillipsburg National Bank and 288,843 (4) 6.9%
Trust Company
115 South Main Street
P.O. Box 5360
Phillipsburg, New Jersey 08865
</TABLE>
- -------------------------
(1) The securities "beneficially owned" by an individual are determined in
accordance with the definitions of "beneficial ownership" set forth in
the General Rules and Regulations of the Securities and Exchange
Commission ("SEC") and may include securities owned by or for the
individual's spouse and minor children and any other relative who has the
same home, as well as securities to which the individual has or shares
voting or investment power or has the right to acquire beneficial
ownership within sixty (60) days after March 11, 1998. Beneficial
ownership may be disclaimed as to certain of the securities.
(2) Of the 229,730 shares beneficially owned by Mr. Cline, 132,830 shares are
held by him individually and 96,900 shares are owned by his spouse
individually.
(3) Of the 223,670 shares beneficially owned by Louis Hajdu, 213,785 shares
are owned by him individually and 9,885 shares are owned individually by
his spouse.
(4) The shares are held in various fiduciary capacities by PNB's trust
department or by PNB officers with respect to the bank employee
retirement plan.
Beneficial Ownership by Officers, Directors and Nominees
The following table sets forth as of March 11, 1998, the
amount and percentage of the Common Stock beneficially owned by each director,
each nominee for director and all officers and directors of Vista as a group.
<TABLE>
<CAPTION>
Name of Individual Amount and Nature of Percent
or Identity of Group Beneficial Ownership(1)(2) of Class(3)
- -------------------- -------------------------- -----------
<S> <C> <C>
Richard A. Cline 229,730 (4)(5) 5.5%
Harold J. Curry 92,537 (6) 2.2%
Dale F. Falcinelli 4,200 (7) --
James T. Finegan, Jr. 28,669 (5)(8) --
Barry L. Hajdu 203,926 (9) 4.9%
Barbara Harding 47,969 (10) 1.1%
David L. Hensley 10,653 (11)(12) --
Thomas F. McGinley 168,924 (13) 4.0%
Mark A. Reda 52,471 (14) 1.2%
Marc S. Winkler 5,631 (15)(16) --
J. Marshall Wolff 6,344 (17)(18) --
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Name of Individual Amount and Nature of Percent
or Identity of Group Beneficial Ownership(1)(2) of Class(3)
- -------------------- -------------------------- -----------
<S> <C> <C>
All Directors and Officers
of the Company as a Group
(11 Directors, 5 Nominees
for Director, 6 Officers,
12 Persons in Total) 860,470 20.6%
</TABLE>
- -------------------------
(1) See footnote (1) under the caption entitled "Principal Owners" for the
definition of "beneficial ownership."
(2) Information furnished by the directors and the Company.
(3) Less than one percent (1%) unless otherwise indicated.
(4) See footnote (2) under the caption entitled "Principal Owners" for Mr.
Cline's beneficial ownership of shares.
(5) A current Class C director and a nominee for Class C director.
(6) Of the 92,537 shares beneficially owned by Mr. Curry, 64,200 shares
are owned by him individually and 28,337 shares are owned individually
by his spouse.
(7) The 4,200 shares beneficially owned by Mr. Falcinelli are held in an
IRA account with Paine Webber, Inc.
(8) Of the 28,669 shares beneficially owned by Dr. Finegan, 4,558 shares
are owned by him individually; 7,909 shares are owned jointly with his
spouse; 205 shares are owned individually by his spouse; 50 shares are
owned by him as custodian under the New Jersey Uniform Gifts to Minors
Act for James T. Finegan, III; 50 shares are owned by him as custodian
under the New Jersey Uniform Gifts to Minors Act for Frances Alexandra
Finegan; 1,161 shares are owned by him in an IRA trust account; 1,108
shares are owned by his spouse in an IRA trust account; and 13,628
shares are owned by him in a Profit Sharing Trust.
(9) Of the 203,926 shares beneficially owned by Mr. Hajdu, 9,312 shares
are owned by him individually; and 194,614 shares are held in the
Hajdu Group Retirement Plan of which Mr. Hajdu is a trustee.
(10) Of the 47,969 shares beneficially owned by Mrs. Harding, 6,128 shares
are owned by her individually; 3,093 shares are owned jointly with her
spouse; 880 shares are owned individually by her spouse; 722 shares
are owned by her in an IRA trust account; 662 shares are owned by her
spouse in an IRA trust account; and 36,484 shares are held by the
Vista Bancorp, Inc. Employees Pension Plan ("Pension Plan Shares") of
which Mrs. Harding is a co-trustee with Mr. Keefe and shares
investment and voting power with Mr. Keefe with respect to the Pension
Plan Shares. Mrs. Harding disclaims any beneficial ownership interest
with respect to the Pension Plan Shares.
(11) Of the 10,653 shares beneficially owned by Mr. Hensley, 3,052 shares
are owned by him individually; 4,133 shares are owned jointly with his
spouse; and 3,468 shares are owned by him in an IRA trust account.
(12) A current Class A director and a nominee for Class C director.
(13) Of the 168,924 shares beneficially owned by Mr. McGinley, 28,413
shares are owned by him individually; 82,414 shares are owned jointly
with his spouse; 4,000 shares are owned individually by his spouse;
39,097 shares owned by him in an IRA trust account; and 15,000 shares
are held with Mr. McGinley as executor of the Estate of John R.
McGinley.
(14) Of the 52,471 shares beneficially owned by Mr. Reda, 32,918 shares are
owned by him individually; 6,494 shares are owned jointly with his
spouse; 695 shares are owned individually by his spouse; 3,449 shares
are owned by him as custodian under the New Jersey Uniform Gifts to
Minors Act for Louis J. Reda; 2,587 shares are owned by him as
custodian under the New Jersey Uniform Gifts to Minors Act for Marcy
L. Reda; 5,412 shares are owned by him in an IRA trust account; and
916 shares are owned by his spouse in an IRA trust account.
4
<PAGE>
(15) Of the 5,631 shares beneficially owned by Mr. Winkler, 2,751 shares
are owned by him individually; 2,700 shares are owned individually by
his spouse in an IRA account with National Financial Services, Corp;
123 shares are owned by him as custodian under the Pennsylvania
Uniform Gifts to Minors Act for Aaron S. Winkler; 45 shares are owned
by him as custodian under the Pennsylvania Uniform Gifts to Minors Act
for Austin C. Winkler; and 12 shares are owned by him as custodian
under the Pennsylvania Uniform Gifts to Minors Act for Jonah V.
Winkler.
(16) A current Class A director and a nominee for Class B director.
(17) Of the 6,344 shares beneficially owned by Mr. Wolff, 1,718 shares are
owned by him individually; 1,545 shares are owned jointly with his
spouse; 342 shares are held by him under a nominee name; and 2,739
shares are owned by Kressler, Wolff and Miller, Inc., a company in
which Mr. Wolff serves as President and shares in the voting power.
(18) A nominee for Class A director.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934
requires Vista's officers and directors, and persons who own more than ten
percent of a registered class of Vista's equity securities (in this case the
Common Stock), to file reports of ownership and changes in ownership with the
SEC. Officers, directors and greater than ten-percent shareholders are
required by SEC regulation to furnish Vista with copies of all Section 16(a)
forms that they file.
Except as stated immediately below and based solely on its
review of the copies of such forms received by it, or written representations
from certain reporting persons that no such forms were required for those
persons, Vista believes that, during the period January 1, 1997 through
December 31, 1997, all filing requirements applicable to its officers,
directors and greater than ten-percent shareholders were complied with.
On August 28, 1997, Thomas F. McGinley, the Chairman of
Vista, sold 2,000 shares of the Common stock at a price of $15.75 per share or
$31,500.00 in aggregate. Mr. McGinley failed to report this sale on Form 4 in
a timely manner. Such Form 4 was required to be filed on or before September
10, 1997. Mr. McGinley filed his Form 4 report with the SEC for this sale on
September 15, 1997.
ELECTION OF DIRECTORS
(Items 1, 2, 3, 4 and 5)
Vista has a classified Board of Directors with staggered
three-year terms of office. In a classified board, the directors are generally
divided into separate classes of equal number. The terms of the separate
classes expire in successive years. Thus, at each Annual Meeting of
Shareholders, successors to the class of directors whose term shall then
expire shall be elected to hold office for a term of three years, so that the
term of office of one class of directors shall expire in each year.
Unless otherwise instructed, the proxy holders will vote the
Proxies received by them for the election of the three nominees for Class C
directors, of the one nominee for Class A director, and of the one nominee for
Class B director named below. If any nominee should become unavailable for any
reason, Proxies will be voted in favor of a substitute nominee as the Board of
Directors of Vista shall determine. The Board of Directors has no reason to
believe the nominees named will be unable to serve if elected. Any vacancy
occurring on the Board of Directors of Vista for any reason may be filled by a
majority of the directors then in office until the expiration of the term of
vacancy.
5
<PAGE>
INCREASE IN NUMBER OF CLASS B DIRECTORS
AND DECREASE IN NUMBER OF CLASS A DIRECTORS
Article 9 of Vista's Amended Certificate of Incorporation
divides the Board of Directors into three classes, as nearly equal in number
as possible. Classes A and B are limited to no more than eight directors and
Class C is limited to no more than nine directors. Section 205 of Vista's
Bylaws states that the exact number of directors to be elected in each class
shall be determined by resolution of a majority of the members of the Board of
Directors or by resolution of the shareholders.
Vista's management decided to submit to the shareholders for
their approval resolutions to increase the number of directors to be elected
in Class B from three to four and to decrease the numbers of directors to be
elected in Class A from four to three. Such changes will then distribute the
ten directors as follows: three directors in Class A, four directors in Class
B and three directors in Class C.
In addition, management decided to move two executive
officers who are currently Class A Directors, David L. Hensley and Marc S.
Winkler, into different classes in order to evenly distribute the three
officer-directors among the three classes of directors. Barbara Harding
remains as a Class A Director. David L. Hensley and Marc S. Winkler were
nominated as a Class C and a Class B Director, respectively. Messrs. Hensley
and Winkler agreed to resign as Class A Directors after they are elected by
the shareholders and prior to the reorganization meeting of the Vista Board of
Directors, which occurs immediately after the Annual Meeting.
The approval of these resolutions require an affirmative
vote of a majority of the shares of Common Stock represented at the Annual
Meeting.
INFORMATION AS TO NOMINEES, DIRECTORS AND EXECUTIVE OFFICERS
The following table contains certain information with
respect to the nominees and the director(s) whose terms of office expire in
1998, 1999 and 2000, respectively.
<TABLE>
<CAPTION>
Principal Occupation Director Since
Name Age for Past Five Years Vista/PNB/TRCB(1)
- ---- --- ------------------- -----------------
Class C Directors Whose Term Will Expire In 1998 And Nominees For Class C
Directors Whose Term Expires In 2001
<S> <C> <C> <C>
Richard A. Cline 64 Retired; Chairman of the Board 1988/1979/1990
(2)(4)(5) of TRCB
James T. Finegan, Jr. 38 Ophthalmologist 1995/1993/------
(3)(4)(5)
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation Director Since
Name Age for Past Five Years Vista/PNB/TRCB(1)
- ---- --- ------------------- -----------------
<S> <C> <C> <C>
David L. Hensley 51 Executive Vice President of Vista 1988/1985/1990
(6) (1988 to present); President and CEO
of PNB; President of PNB (1990
to 1997); Chief Operations
Officer of PNB (1985 to 1997);
Nominee for Class A Director Whose Term Expires 1999
J. Marshall Wolff 51 President of Kressler, Wolff & 1998/------/1990
(3) Miller, Inc. (Independent Insurance
Agency)
Nominee for Class B Director Whose Term Expires 2000
Marc S. Winkler 41 Executive Vice President of Vista; 1990/------/1990
(6) President and CEO of TRCB (1996
to present); President of TRCB (1990 to
1996); Senior Vice President, Treasurer,
and Chief Financial Officer of Vista
(1988 to 1993)
Class C Director Whose Term Expires 1998
Thomas F. McGinley 72 Chairman of the Board of Designer 1988/1965/------
(2)(4)(5) Dispatch, Inc., a ribbon distributor
Class A Directors Whose Term Expires In 1999
Barbara Harding 51 President and CEO of Vista; 1988/1985/1990
Chairman of the Board of PNB;
and CEO of PNB (1985 to 1997)
Mark A. Reda 46 Vice President of Lou Reda, Inc., 1988/1987/------
(2)(3)(5) a vendor of office furniture
Class B Directors Whose Term Expires In 2000
Harold J. Curry 66 Attorney-at-Law 1988/1978/1990
(2)
Dale F. Falcinelli 49 Principal of D.F. Falcinelli, Inc. 1993/------/1990
(3)(4) (Management Consultant)
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation Director Since
Name Age for Past Five Years Vista/PNB/TRCB(1)
- ---- --- ------------------- -----------------
<S> <C> <C> <C>
Barry L. Hajdu 49 President of Hajdu Construction, Inc. 1997/1997/1997
(2) (Building Contractors)
</TABLE>
- -------------------------
(1) PNB means The Phillipsburg National Bank and Trust Company and TRCB
means Twin Rivers Community Bank.
(2) Member of the Executive Committee. The Executive Committee consists of
five (5) outside directors who are appointed annually by the Chief
Executive Officer of Vista who also attends the meetings. The
Executive Committee reviews personnel policy and issues with respect
to compensation, benefits, appointments and promotions and makes
recommendations to the Board of Directors. The Executive Committee
also reviews the operations of the Board of Directors with respect to
directors' fees and frequency of Board of Directors' meetings as well
as Vista's capital structure, stock position and earnings. In
addition, the Executive Committee analyzes other management issues and
periodically makes recommendations to the Board of Directors based on
its findings. The Executive Committee met seven (7) times in 1997.
(3) Member of the Audit Committee. The Audit Committee consists of three
(3) outside directors as well as one outside director from PNB and
TRCB. This committee meets quarterly. The Audit Committee is
responsible for the review and evaluation of the system of internal
controls and corporate compliance with applicable rules, regulations
and laws. The Audit Committee meets with Vista's internal auditor,
outside independent auditors and senior management to review the scope
of the internal and external audit engagements, the adequacy of the
internal and external auditors, corporate policies to ensure
compliance and significant changes in accounting principles. The Audit
Committee met seven (7) times in 1997.
(4) Member of the Planning Committee. The Planning Committee consists of
four (4) outside directors who are appointed annually by the Chief
Executive Officer of Vista who also attends the meetings. Presidents
of the subsidiary banks attend on an "as needed" basis. The committee
works with management to formulate strategic planning of Vista which
encompasses a three year period. The Board of Directors of the
subsidiaries forward their strategic plans and opportunities to the
Corporate Planning Committee for its review, guidance and/or approval.
The Planning Committee did not meet in 1997.
(5) Member of the Retirement Committee. The Retirement Committee consists
of four (4) outside directors who are appointed annually by the Chief
Executive Officer of Vista who also attends the meetings. The
Committee is responsible for evaluating Vista's retirement benefits
including the pension plan. The Committee reviews and votes on all
proposed changes to the Plan. The Retirement Committee met one (1)
time in 1997.
(6) Messrs. Hensley and Winkler are current Class A Directors.
Directors who are not officers received, in 1997, four
hundred dollars ($400) for each regular meeting and two hundred dollars ($200)
for each special committee meeting of Vista they attended. Subsidiary officers
did not receive directors' fees for attendance at their respective committee
or board meetings. The Board of Directors of Vista adopted a policy which
stated that the Board of Directors will hold monthly meetings during 1997,
except for the months of March, June, September and December, for which no
meetings were held. The Board of Directors held, in 1997, nine (9) meetings in
order to conduct the business of Vista.
In 1997, the Board of Directors received $44,100 in the
aggregate for attendance at Board and committee meetings.
All of the Directors attended at least seventy-five percent
(75%) of the combined total number of meetings of the Board of Directors and
the committees on which they served.
8
<PAGE>
The Board of Directors does not have a nominating committee.
A shareholder who desires to propose an individual for consideration by the
Board of Directors as a nominee for director should submit a proposal in
writing to the Secretary of Vista in accordance with Section 202 of Vista's
Bylaws.
Principal Officers
The following table sets forth selected information about
the principal officers of Vista, each of whom is elected by the Board of
Directors of Vista and each of whom holds office at the discretion of the
Board of Directors of Vista:
<TABLE>
<CAPTION>
Bank Number of Shares
Held Employee of the Company
Name Position Since Since Beneficially Owned(1) Age
- ---- -------- ----- ----- --------------------- ---
<S> <C> <C> <C> <C> <C>
Thomas F. McGinley Chairman 1994 (2) 168,924 (3) 72
of the Board
Harold J. Curry Vice Chairman 1995 (2) 92,537 (4) 66
of the Board
Barbara Harding President and CEO 1988 1965 47,969 (5) 51
David L. Hensley Executive Vice 1988 1983 10,653 (6) 51
President
William F. Keefe Executive Vice 1993 1989 45,900 (7) 39
President and Chief
Financial Officer
Marc S. Winkler Executive Vice 1998 1988 5,631 (8) 41
President
</TABLE>
- -------------------------
(1) See footnote (1) under the caption entitled "Principal Owners" for the
definition of "beneficial ownership."
(2) Messrs. McGinley and Curry are not full time employees of Vista or the
Bank Subsidiaries. Mr. McGinley will retire from the Board of
Directors after the Annual Meeting.
(3) See footnote (13) under the caption entitled "Beneficial Ownership by
Officers, Directors and Nominees" for Mr. McGinley's beneficial
ownership.
(4) See footnote (6) under the caption entitled "Beneficial Ownership by
Officers, Directors and Nominees" for Mr. Curry's beneficial
ownership.
(5) See footnote (10) under the caption entitled "Beneficial Ownership by
Officers, Directors and Nominees" for Mrs. Harding's beneficial
ownership.
(6) See footnote (11) under the caption entitled "Beneficial Ownership by
Officers, Directors and Nominees" for Mr. Hensley's beneficial
ownership.
(7) Of the 45,900 shares owned by Mr. Keefe, 4,959 shares are owned by him
individually; 3,407 shares are owned jointly with his spouse; 700
shares are held for him under a nominee name; 350 shares are owned by
him in an IRA trust account; and 36,484 shares are Pension Plan Shares
of which Mr. Keefe is a co-trustee with Mrs. Harding and shares
investment and voting power with Mrs. Harding with respect to the
Pension Plan Shares. Mr. Keefe disclaims any beneficial ownership
interest with respect to the Pension Plan Shares.
(8) See footnote (15) under the caption entitled "Beneficial Ownership by
Officers, Directors and Nominees" for Mr. Winkler's beneficial
ownership.
9
<PAGE>
Remuneration of Officers and Directors
The following table sets forth all remuneration for services
in all capacities paid by the applicable bank subsidiary in 1997 to Barbara
Harding, President and Chief Executive Officer of Vista and Chairman of
Phillipsburg National Bank; David L. Hensley, Executive Vice President of
Vista and President and Chief Executive Officer of Phillipsburg National Bank;
Marc S. Winkler, Executive Vice President of Vista and President and Chief
Executive Officer of Twin Rivers Community Bank; and William F. Keefe,
Executive Vice President and Chief Financial Officer of Vista and Senior Vice
President and Chief Financial Officer of Phillipsburg National Bank. No other
officer's aggregate salary and bonus exceeded $100,000 during 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
------------------------------- -----------------------------------
| | |
| | LONG TERM COMPENSATION |
| |----------------------------------|
| | | |
| ANNUAL COMPENSATION | AWARDS | PAYOUTS |
- ------------------------------------|-------------------------------|---------------------|------------|----------
| Other | | | |
| Annual |Restricted | | All Other|
Name and | Salary Bonus Compensa- | Stock Options/ | LTIP | Compen- |
Principal Position Year | ($) ($) tion(1)($) | Award(s) SARs | Payouts(2) | sation |
- ------------------------------------|-------------------------------|---------------------|------------|----------|
| | | | |
Barbara Harding, President/ 1997 |183,768 26,416 22,692 | -0- -0- | 20,662 | -0- |
CEO of Vista and Chairman 1996 |169,520 30,658 23,749 | | | |
of PNB 1995 |153,972 24,848 22,456 | | | |
- ------------------------------------|-------------------------------|---------------------|------------|----------|
| | | | |
David L. Hensley, Executive 1997 |150,020 21,910 21,994 | -0- -0- | 17,587 | -0- |
Vice President of Vista and 1996 |139,048 25,626 21,111 | | | |
President/CEO of PNB 1995 |128,336 20,932 20,334 | | | |
- ------------------------------------|-------------------------------|---------------------|------------|----------|
| | | | |
Marc S. Winkler, Executive 1997 |134,160 11,732 16,024 | -0- -0- | -0- | -0- |
Vice President of Vista and 1996 |124,020 14,985 14,085 | | | |
President/CEO of TRCB 1995 |111,956 9,125 13,528 | | | |
- ------------------------------------|-------------------------------|---------------------|------------|----------|
| | | | |
William F. Keefe, Executive 1997 |108,056 18,134 12,965 | -0- -0- | 17,587 | -0- |
Vice President/ CFO of 1996 |100,048 22,116 13,562 | | | |
Vista and Sr. Vice 1995 | 89,417 17,483 8,762 | | | |
President/CFO of PNB | | | | |
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
- -------------------------
(1) Includes directors' fees; life, medical and disability insurance
premiums; 401(k) matching contributions; automobile use and social
club dues.
(2) Represents the dollar value of Vista common stock awarded under the
Employee Incentive Plan.
Report of the Executive Committee on Executive Compensation
Executive compensation for the officers of Vista and the
Bank Subsidiaries is determined by the Executive Committee of Vista's Board of
Directors. The recommendations of the Executive Committee with respect to
executive compensation are presented to all members of the Board of Directors
for their approval. Salaries and bonuses for the executive officers are
reviewed annually. All executive compensation is paid by the respective
subsidiary bank to the applicable executive.
10
<PAGE>
Barbara Harding, in her role of President and Chief Executive Officer
of Vista, reviews the salaries, bonuses and other compensation of the
executive officers of the bank subsidiaries with the Executive Committee. Mrs.
Harding submits a written report on executive compensation to the Executive
Committee. Mrs. Harding is not present when the Executive Committee reviews
and sets her compensation and bonus.
The following themes or guidelines are used by the Executive
Committee in setting compensation:
--) Compensation should be meaningfully related to the
value created for shareholders.
--) Compensation should support the strategic goals and
objectives of Vista.
--) Compensation should reflect and promote Vista's
value, and reward an individual for an outstanding
contribution to Vista's success.
--) Compensation should be fair and competitive with
the banking industry based on Vista's size and
regional location.
Submitted By The Members Of The
Executive Committee
Richard A. Cline Harold J. Curry
Thomas F. McGinley Mark A. Reda
Barry L. Hajdu
Stock Performance Graph and Table
The following graph and table compare the cumulative total
shareholder return on Vista's Common Stock during the period June 30, 1993(1),
through and including December 31, 1997, with (i) the cumulative total return
on the SNL Securities Corporate Performance Index(2) for 35 publicly-traded
banks with total assets of $500 million to $1 billion in the Middle Atlantic
area(3), and (ii) the cumulative total return for all United States stocks
traded on the NASDAQ Stock Market. The comparison assumes $100 was invested on
June 30, 1993, in Vista's Common Stock and in each of the below indices and
assumes further the reinvestment of dividends into the applicable securities.
The shareholder return shown on the graph and table below is not necessarily
indicative of future performance.
11
<PAGE>
Total Return Performance
400 ---------------------------------------------------------------------
| |
| |
| |
| * |
350 |---------------------------------------------------------------------|
| |
| |
| # |
| |
300 |---------------------------------------------------------------------|
| |
I | |
N | |
D | |
E 250 |---------------------------------------------------------------------|
X | * |
| |
V | & |
A | * |
L 200 |----------------------------------------------------#----------------|
U | & |
E | |
| |
| * #& |
150 |---------------------------------------------------------------------|
| |
| * |
| # |
| #& & |
100 |---------------------------------------------------------------------|
| #&* |
| |
| |
| |
50 ---------------------------------------------------------------------
| | | | | |
6/30/93 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
<TABLE>
<CAPTION>
Period Ended
---------------------------------------------------------------
06/30/93 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
SNL $500M - $1B Bank Index # 100.00 113.05 120.69 160.23 200.31 325.62
Nasdaq Total Return & 100.00 110.56 108.07 152.84 187.99 230.69
Vista * 100.00 137.72 158.26 220.38 248.84 351.89
</TABLE>
- -------------------------
(1) Vista's registration of its Common Stock under Section 12 of the Securities
Exchange Act of 1934 was effective on or about April 17, 1993. Vista filed
with the SEC its first quarterly report for the period ended June 30, 1993.
(2) SNL Securities is a research and publishing firm specializing in the
collection and dissemination of data on the banking, thrift and financial
services industries.
(3) The Middle Atlantic area comprises the states of Delaware, Pennsylvania,
Maryland, New Jersey and New York, the District of Columbia and Puerto Rico.
Retirement Plan
Vista maintains a defined benefit pension plan covering all
employees. Benefits under the plan are based on a "Cash Balance" type formula
under which hypothetical accounts are maintained for each employee. The initial
amount of this account was the actuarial present value of pension benefits
earned under a prior formula. In subsequent years, this hypothetical account is
increased by an annual addition based on the employee's salary, length of
service, and by interest credits. At retirement, the amount in this hypothetical
account will be converted to the actuarially equivalent monthly income.
12
<PAGE>
Estimated annual benefits payable upon retirement at normal
retirement age (age 65) for each named executive are as follows:
Barbara Harding $145,676
David L. Hensley $ 78,497
Marc S. Winkler $135,865
William F. Keefe $114,246
These estimates are based on the assumption that base salaries
will increase at an annual rate of 5%; that there will be no bonuses for years
after 1997; that the federal limit on maximum compensation will grow at a ratio
of 3% per year; and that the maximum limit on plan benefits will increase such
that it will not limit benefits for these employees.
Vista also has a 401(k) Retirement Savings Plan. Under the
401(k) Retirement Savings Plan, employee contributions are partially matched by
Vista. Such matching becomes vested proportionally over five years of credited
service.
Employee Incentive Plan
In 1994, Vista shareholders approved an Employee Incentive
Plan. Under the terms of this plan, employees are eligible to receive an
incentive bonus based on the Bank Subsidiaries achieving certain performance
benchmarks. Moreover, 50% of the amount awarded to executive officers shall be
paid in cash and 50% in the form of the Common Stock. Such shares awarded shall
be issued as of the last business day of the third fiscal year following the
year to which the award relates.
Certain Transactions
There have been no material transactions, proposed or
consummated, between Vista and the Bank Subsidiaries with any director or
executive officer of Vista and the Bank Subsidiaries or any associate of the
foregoing persons. Vista and the Bank Subsidiaries have had and intend to
continue to have banking and financial transactions in the ordinary course of
business with directors and officers of Vista and the Bank Subsidiaries and
their associates on comparable terms and with similar interest rates as those
prevailing from time to time for other customers of Vista and the Bank
Subsidiaries. Total consolidated loans outstanding from Vista at December 31,
1997, to Vista's and the Bank Subsidiaries' officers and directors as a group
and members of their immediate families and companies in which they have an
ownership interest of ten percent (10%) or more was $6.8 million or 15.7% of
Vista's total consolidated capital accounts. The largest amount of indebtedness
outstanding at any time during fiscal year 1997 to the above identified group
was $6.8 million or 15.7% of Vista's total consolidated capital accounts. The
interest income earned by Vista on such loans was $406 thousand for 1997. During
1997, advances and repayments on these loans were $10.6 million and $8.3
million, respectively. Such loans do not involve more than the normal risk of
collectibility nor do they present other unfavorable features.
13
<PAGE>
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
(Item 6)
Unless instructed to the contrary, it is intended that votes
will be cast pursuant to the Proxies for the ratification of the selection of
Rudolph, Palitz LLP as Vista's independent public accountants for its fiscal
year ending December 31, 1998. Vista has been advised by Rudolph, Palitz LLP
that none of its members has any financial interest in Vista. Ratification of
Rudolph, Palitz LLP will require an affirmative vote of a majority of the
outstanding shares of Common Stock represented at the Annual Meeting. Rudolph,
Palitz LLP served as Vista's independent public accountants for Vista for the
year ended December 31, 1997.
Rudolph, Palitz LLP performed customary audit services and
provided assistance in connection with regulatory matters, charging Vista for
such services at its customary hourly billing rates. The non-audit services were
approved by Vista's Board of Directors, after due consideration of the effect of
the performance thereof on the independence of the accountants and after the
conclusion by Vista's Board of Directors that there was no effect on the
independence of the accountants.
In the event that the shareholders do not ratify the selection
of Rudolph, Palitz LLP as Vista's independent public accountants for the 1998
fiscal year, another accounting firm will be chosen to provide independent
public accountant audit services for the 1998 fiscal year. The Board of
Directors recommends that the shareholders vote FOR the ratification of the
selection of Rudolph, Palitz LLP as the auditors for Vista for the year ending
December 31, 1998.
It is understood that even if the selection of Rudolph, Palitz
LLP is ratified, the Board of Directors, in its discretion, may direct the
appointment of a new independent auditing firm at any time during the year if
the Board of Directors determines that such a change would be in the best
interests of Vista and its shareholders.
PROPOSAL TO APPROVE THE
VISTA BANCORP, INC. 1998 STOCK COMPENSATION PLAN
(Item 7)
Approval of Plan
The Corporation's Board of Directors approved the
Corporation's 1998 Stock Compensation Plan (the "Plan") on February 20, 1998,
subject to the approval of the Corporation's shareholders at the next annual
meeting of shareholders. The following information provides a summary of the
Plan and is qualified in its entirety by reference to the Plan which is attached
hereto, marked Exhibit A and incorporated by reference in its entirety into this
Proxy Statement.
14
<PAGE>
Description of the Plan
The purpose of the Plan is to enable the Corporation and its
subsidiaries to attract and retain capable officers and key employees, and to
provide them with incentives to promote the best interests of the Corporation
and its subsidiaries. The Plan provides that options to purchase up to 100,000
shares of the common stock of the Corporation may be issued under the Plan, but
that no individual participant in the Plan may be issued options to purchase
more than 40,000 shares, in the aggregate. Options granted under the Plan may be
designated as either options which qualify as incentive stock options under
section 422 of the Internal Revenue Code of 1986 ("Incentive Stock Options"), or
as options which do not so qualify ("Nonqualified Stock Options").
The Plan is administered by the Compensation Committee of the
Board of Directors of the Corporation (the "Committee"). The Committee consists
of all non-employee members of the Board of Vista. The Committee has authority
to determine the persons to whom options will be granted, the number of shares
covered by such options and, subject to the terms of the Plan, the terms and
conditions thereof. All officers and full-time employees of the Corporation are
eligible to receive options.
The option price for each share of common stock covered by an
option granted under the Plan shall be fixed by the Committee, but shall not be
less than the fair market value of a share of common stock on the date such
option is granted. If available, the fair market value of a share of common
stock on a day shall be the mean between the closing bid and the closing asked
price of a share of stock as reported by the NASDAQ Market System or such other
entity as the Committee may select from time to time. If no such bid and asked
price is available, then the fair market value shall be the mean between the
highest and lowest selling prices quoted by such entity as the Committee may
select or, if no such prices are available, fair market value shall be
determined using such other method as permitted under the Internal Revenue Code
and adopted by the Committee from time to time.
No option may be granted under the Plan after February 19,
2008. Options shall be exercisable in such installments and on such dates as the
Committee may specify, and no option may have a term in excess of ten years from
the date of grant. An option generally may only be exercised while the optionee
remains an employee of the Corporation or a related corporation, but may be
exercised up to three months after a termination of employment due to retirement
or termination by the Corporation without cause, or up to one year following a
termination of employment due to the death or disability of the optionee.
In the case of an Incentive Stock Option granted to an
individual owning more than 10% of the total combined voting power of all shares
of stock of the Corporation or a related corporation at the time of grant, the
option price shall be no less than 110% of the fair market value of the shares
covered by the Incentive Stock Option on the date of grant, and the term of the
Incentive Stock Option shall not exceed five years from the date of grant. The
aggregate fair market value, determined as of the time of grant, of the shares
of common stock with respect to which Incentive Stock Options are exercisable
for the first time by an optionee during any calendar year shall not exceed
$100,000. Any options granted to an optionee in excess of the foregoing
limitation shall be Nonqualified Stock Options.
During an optionee's lifetime, such option may only be
exercised by the optionee, or in the event of the optionee's legal disability,
by his legal representatives. No option granted under the Plan may be
transferred except by will or by the laws of descent and distribution.
15
<PAGE>
The Committee has discretion to impose additional conditions
on the exercise of options and may restrict the transfer of shares purchased
upon the exercise of options. In the event of a change in control of the
Corporation, as defined in the Plan, all outstanding options will become 100%
vested, and the Committee shall have discretion to provide an accelerated
termination date for options granted under the Plan. In the event of such an
accelerated termination date, each optionee will be entitled to receive an
amount equal to the excess of the fair market value of the shares covered by
such optionee's options over the option price of such options. Such amount will
be in payable in cash, in property payable in the change in control transaction,
or a combination thereof, as determined by the Committee.
The Plan may be suspended, discontinued or amended from time
to time by the Board of Directors without shareholder approval, provided that
approval by the affirmative vote of the holders of a majority of all securities
present in person or by proxy and entitled to vote at a duly called
shareholders' meeting shall be required to amend the Plan to materially increase
the benefits accruing to participants under the Plan; increase the number of
shares available for issuance under the Plan (other than as a result of
adjustments made upon stock dividends; stock splits and other changes in the
capitalization of the Corporation); modify the requirements as to eligibility
for participation in the Plan; or increase the cost of the Plan to the Company.
No amendment or discontinuation of the Plan may materially impair the rights of
any holder of an outstanding option without the consent of the holder of such
option.
Federal Income Tax Consequences
Incentive Stock Options
There is no immediate federal income tax consequence to either
the optionee or the Corporation upon the grant of an Incentive Stock Option. The
optionee will not have to recognize any income upon the exercise of an Incentive
Stock Option, and the Corporation will not be allowed any deduction, as long as
the optionee does not dispose of the shares so acquired (the "Option Shares")
within two years from the date the Incentive Stock Option was granted or within
one year from the date the Option Shares were transferred to the optionee (the
"Holding Period Requirement"). Upon a sale of the Option Shares after meeting
the Holding Period Requirement, the optionee will recognize a capital gain (or
loss) measured by the excess (or deficit) of the amount realized from such sale
over the option price of such Option Shares, but no deduction will be allowed to
the Corporation. Any capital gain recognized by an optionee from a sale of
Option Shares will be taxed at a maximum rate of 20% if the Option Shares were
held for more than 18 months, or a maximum rate of 28%, if the Option Shares
were held for at least one year, but not more than 18 months.
If an optionee disposes of Option Shares before the Holding
Period Requirement is satisfied, the optionee will recognize ordinary income in
the year of disposition, and the Corporation will be entitled to a corresponding
deduction, in an amount equal to the lesser of (a) the excess of the fair market
value of the Option Shares on the date of exercise over the option price of the
Option Shares or (b) the excess of the amount realized from such disposition
over the option price of the Option Shares. Where Option Shares are sold before
the Holding Period Requirement is satisfied, the optionee will also recognize a
short-term capital gain to the extent that the amount realized from the
disposition of the Option Shares exceeded the fair market value of the Option
Shares on the date of exercise.
16
<PAGE>
An optionee may under certain circumstances be permitted to
pay all or a portion of the option price of an Incentive Stock Option by
delivering common stock of the Corporation. If the common stock delivered by an
optionee as payment of the option price was acquired through a prior exercise of
an Incentive Stock Option or an option granted under an employee stock purchase
plan, and if the holding period requirements applicable to such common stock
have not yet been met, the delivery of such common stock to the Corporation
could be treated as a taxable sale or disposition of such stock. In general,
where an optionee pays the option price of an Incentive Stock Option by
delivering common stock of the Corporation, the optionee will have a zero tax
basis in the Option Shares received that are in excess of the number of shares
of common stock delivered in payment of the option price. Optionees should
consult their personal tax advisors before using common stock of the Corporation
to pay all or a portion of the option price of an option granted under the Plan.
For alternative minimum tax purposes, regardless of whether
the optionee satisfies the Holding Period Requirement, the excess of the fair
market value of the Option Shares on the exercise date over the option price
will be treated as a positive adjustment to the optionee's alternative minimum
taxable income for the year the Incentive Stock Option is exercised. If the
Option Shares are disposed of in the year the Incentive Stock Option was
exercised, however, the positive adjustment taken into account for alternative
minimum tax purposes will not exceed the gain realized on such sale. Exercise of
an Incentive Stock Option may thus result in liability for alternative minimum
tax.
Nonqualified Stock Options
There is no federal income tax consequence to either the
optionee or the Corporation upon the grant of a Nonqualified Stock Option. Upon
the exercise of a Nonqualified Stock Option, the optionee will recognize
ordinary compensation income in an amount equal to the excess of the fair market
value of the Option Shares so purchased on the date of exercise over the option
price, and the Corporation will be entitled to a federal income tax deduction of
the same amount. An optionee's tax basis in Option Shares acquired upon exercise
of a Nonqualified Stock Option will equal the fair market value of such Option
Shares on the date of exercise, and any subsequent gain or loss from the sale of
such Option Shares will be a short-term, mid-term or long-term capital gain or
loss, depending upon the holding period of such Option Shares.
If an optionee pays the option price of a Nonqualified Stock
Option by surrendering shares of common stock held by the optionee then, to the
extent the Option Shares received upon exercise of the option do not exceed the
number of shares delivered, the optionee will be treated as making a tax-free
exchange of stock and the new Option Shares received will have the same tax
basis and holding period as the shares given up. In such case, the optionee will
recognize ordinary compensation income in an amount equal to the fair market
value of the Option Shares received in excess of the shares delivered in payment
of the option price. The basis of such additional Option Shares will equal their
fair market value on the date the option was exercised.
17
<PAGE>
Recommendation of the Board of Directors
The Plan and all options previously granted under the Plan
will terminate and be of no force or effect unless the Plan is approved by the
affirmative vote of the holders of a majority of all securities present in
person or by proxy and entitled to vote at the 1998 Annual Meeting, and if a
quorum representing a majority of all such securities is present and voting on
the Plan. Abstentions will have the same effect on the outcome of such vote as a
"no" vote. If a broker that is a record holder of common stock does not return a
signed proxy, the shares of common stock represented by such proxy will not be
considered present at the Annual Meeting and, therefore, will not be counted
towards a quorum and will not be voted.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF
THE VISTA BANCORP, INC. 1998 STOCK COMPENSATION PLAN.
LEGAL PROCEEDINGS
General
In the opinion of the management of Vista, there are no
proceedings pending to which Vista and the Bank Subsidiaries are a party or to
which their property is subject, which, if determined adversely to Vista and the
Bank Subsidiaries would be material in relation to Vista's consolidated
undivided profits or financial condition. There are no proceedings pending other
than ordinary routine litigation incident to the business of Vista and the Bank
Subsidiaries. In addition, no material proceedings are pending or are known to
be threatened or contemplated against Vista and the Bank Subsidiaries by
government authorities.
Environmental Issues
There are several federal and state statutes that govern the
obligations of financial institutions with respect to environmental issues.
Besides being responsible under such statutes for its own conduct, a bank also
may be held liable under certain circumstances for actions of borrowers or other
third parties on properties that collateralize loans held by the bank. Such
potential liability may far exceed the original amount of the loan made by the
bank. Currently, the Bank Subsidiaries are not parties to any pending legal
proceedings under any environmental statute nor are the Bank Subsidiaries aware
of any circumstances that may give rise to liability to them under any such
statute.
ANNUAL REPORT
A copy of Vista's Annual Report for its fiscal year ended
December 31, 1997, is being mailed with this Proxy Statement. A representative
of Rudolph, Palitz LLP, the accounting firm which examined the financial
statements in the Annual Report, will attend the Annual Meeting. This
representative of Rudolph, Palitz LLP will have the opportunity to make a
statement, if he or she desires to do so, and will be available to respond to
any appropriate questions presented by shareholders at the Annual Meeting.
18
<PAGE>
SHAREHOLDER PROPOSALS
Any shareholder who, in accordance with and subject to the
provisions of the proxy rules of the SEC, wishes to submit a proposal for
inclusion in Vista's proxy statement for its 1999 Annual Meeting of Shareholders
must deliver such proposal in writing to the Secretary of Vista Bancorp, Inc. at
the principal executive offices of Vista at 305 Roseberry Street, Post Office
Box 5360, Phillipsburg, New Jersey 08865, not later than Wednesday, November 18,
1998.
OTHER MATTERS
The Board of Directors does not know of any matters to be
presented for consideration other than the matters described in the Notice of
Annual Meeting; but if any matters are properly presented, it is the intention
of the persons named in the accompanying Proxy to vote on such matters in
accordance with their judgment.
ADDITIONAL INFORMATION
Upon written request of any shareholder, a copy of Vista's
report on Form 10-K for its fiscal year ended December 31, 1997, including the
financial statements and the schedules thereto, required to be filed with the
SEC, may be obtained without charge from Jill A. Pursell, Assistant Vice
President/Secretary, Vista Bancorp, Inc., 305 Roseberry Street, Post Office Box
5360, Phillipsburg, New Jersey 08865.
A copy of the Annual Disclosure Statement of The Phillipsburg
National Bank and Trust Company and the Twin Rivers Community Bank may be
obtained, without charge from V. Daniel Smoker, Vice President and Controller of
Vista Bancorp, Inc., 305 Roseberry Street, Post Office Box 5360, Phillipsburg,
New Jersey 08865.
- -------------------------------------------------------------------------------
Admittance to the Annual Meeting
In order to accommodate our shareholders, admission to the
Annual Meeting must be limited to shareholders, proxies, press and meeting
staff. A Welcome Desk will be set up to greet meeting attendees.
If you hold stock through a bank, broker or otherwise,
please be prepared to furnish an account statement from your bank or broker,
a copy of a proxy card mailed to you, or other proof of ownership of Vista
Bancorp, Inc. Common Stock.
- -------------------------------------------------------------------------------
19
<PAGE>
EXHIBIT A
VISTA BANCORP, INC. 1998 STOCK COMPENSATION PLAN
1. Purpose
-------
The Vista Bancorp, Inc. 1998 Stock Compensation Plan (the "Plan") is
intended to enable Vista Bancorp, Inc. (the "Company") and any Parent or
Subsidiary Corporation of the Company to attract and retain capable officers and
key employees, and to provide them with incentives to promote the best interests
of the Company and its Parent and Subsidiaries through the granting of Incentive
Stock Options and Nonqualified Stock Options (collectively, the "Options") to
acquire Company stock.
2. Definitions
-----------
For purposes of the Plan the words and phrases used herein shall have
the following meanings:
(a) "Board" shall mean the Board of Directors of Vista Bancorp,
Inc.
(b) "Cause" shall include, but not be limited to dishonesty,
conviction of a felony, misappropriation of funds, commission
of any crime or fraud against the Company or its property, any
crime involving moral turpitude or reasonably likely to bring
discredit upon the Company, material failure to perform or
meet any standards of performance established by the Company
with respect to any services to be provided to the Company,
and any violation of the Company's operating policies, or
other proper cause determined in good faith by the Board of
Directors of the Company.
(c) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
(d) "Exchange Act" shall mean the Securities and Exchange Act of
1934.
(e) "Incentive Stock Options" shall mean options which are
intended to qualify as incentive stock options within the
meaning of section 422 of the Code, and which are designated
as incentive stock options in the applicable Option Agreement.
(f) "Nonqualified Stock Options" shall mean options which are not
intended to qualify as incentive stock options, and which are
designated as nonqualified stock options in the applicable
Option Agreement.
A-1
<PAGE>
(g) "Parent" shall mean any corporation (whether or not in
existence at the time the Plan is adopted) which, at the time
an Option is granted, is a parent of the Company under the
definition of "parent corporation" contained in section 424(e)
of the Code, or any similar provision hereafter enacted.
(h) "Related Corporation" shall mean any corporation which is a
Subsidiary or Parent of the Company.
(i) "Subsidiary" shall mean any corporation (whether or not in
existence at the time the Plan is adopted) which, at the time
an Option is granted is a subsidiary of the Company under the
definition of "subsidiary corporation" contained in section
424(f) of the Code, or any similar provision hereafter
enacted.
3. Administration
--------------
Except as otherwise provided below, the Plan shall be administered by a
Compensation Committee of the Board (the "Committee") which shall be composed of
at least 3 members of the Board. No member of the Committee shall be eligible to
participate in the Plan nor shall any members of the Committee have been
eligible to participate in the Plan for a period of at least 1 year prior to
their election to serve on the Committee.
Subject to the terms of the Plan, the Committee shall have the
authority to determine the persons to whom Incentive Stock Options and
Nonqualified Stock Options shall be granted under the Plan, and to the date of
grant and the other terms and conditions thereof. The Committee shall have the
authority to establish, from time to time, such rules and regulations, not
inconsistent with the provisions of the Plan, for the proper administration of
the Plan, and to make such determinations and interpretations under or in
connection with the Plan and the Options granted hereunder, as it deems
necessary or advisable. All such rules, regulations, determinations and
interpretations shall be binding and conclusive upon the Company, its
stockholders, employees (including former employees), and any related
corporation, and upon their respective legal representatives, beneficiaries,
successors and assigns and upon all other persons claiming under or through any
of them. No member of the Board or of the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
Options granted hereunder.
4. Eligibility
-----------
The persons eligible to participate in the Plan shall be the officers,
and all full-time employees of the Company and related corporations who may be
designated by the Committee. The persons eligible to receive Options under the
Plan are hereinafter referred to as "Eligible Individuals."
Incentive Stock Options and Nonqualified Stock Options may be granted
under the Plan to an Eligible Individual, within the discretion of the
Committee; provided, however, that Incentive Stock Options shall only be granted
to persons who are employees of the Company or a Related Corporation.
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<PAGE>
5. Stock Subject to the Plan
-------------------------
Subject to the provisions of Section 9 hereof, 100,000 (the "Shares")
of $00.50 par value common stock of the Company (the "Common Stock"), shall be
available for the grant of Options under the Plan. The maximum number of Options
which may be granted to any one Eligible Individual under this Plan is 40,000.
Shares issuable under the Plan shall be authorized but unissued shares of the
Company.
If any Option granted under the Plan expires or otherwise terminates,
in whole or in part, without having been exercised, the Shares subject to the
unexercised portion of such Option shall be available for the granting of new
Options under the Plan as fully as if such Shares had never been subject to an
Option.
6. Option Grants
-------------
From time to time until the expiration or earlier termination of the
Plan, the Committee may, within its discretion, grant Options to Eligible
Individuals (hereinafter referred to as "Optionees"), under the Plan, provided,
however, that grants of Incentive and Nonqualified Stock Options shall be
separate and not in tandem.
7. Terms and Conditions of Options
-------------------------------
Options granted pursuant to the Plan to such Eligible Individuals shall
be in such form as the Committee shall from time to time approve, and shall be
subject to the following terms and conditions to the extent such terms and
conditions are applicable to such Option:
(a) Price.
------
(I) Incentive Stock Options. The option price per
Share under each Option granted under the Plan as
an Incentive Stock Option shall be determined and
fixed by the Committee in its discretion, but
shall not be less than 100% of the fair market
value of the Shares on the date of grant of such
Option. The fair market value of a Share on any
day shall mean: (i) the mean between the closing
bid and closing asked prices of a share as
reported by the National Association of Securities
Dealers, Inc. Automated Quotation National Market
System ("NASDAQ") or such other entity as the
Committee may select for such purpose from time to
time, or if not available; (ii) the mean between
the highest and lowest selling prices of a Share
on the date of grant, quoted by such entity as the
Committee may select for such purpose from time to
time, or if not available; (iii) such other method
of determining fair market value as shall be
permitted by the Code or the rules or regulations
thereunder, and adopted by the Committee from time
to time.
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<PAGE>
(II) Nonqualified Stock Options. The option price per
share under each Option granted under the Plan as a
Nonqualified Option shall be determined and fixed by
the Committee in its discretion, but shall not be
less than 100% of the fair market value of such
Shares on the date of grant of such Option
(determined as provided in Subsection (a)(I) above).
(b) Term. Subject to earlier termination as provided in
Subsections (c) through (g) below and in Section 10 hereof,
and except as otherwise provided in Subsection (j) below, the
duration of each Option shall not be more than 10 years from
the date of grant.
(c) Exercise and Payment. Options shall be exercisable in such
installments and on such dates as the Committee may specify,
provided that the Committee may determine that Options shall
become immediately exercisable in whole or in part in the
event of termination of employment by reason of death,
disability or retirement in accordance with the retirement
policy of the Company or any Related Corporation, for any
business reasons or with the express consent of the
Committee. Except as otherwise provided in Subsections (d)
through (g) below, Options shall only be exercisable by an
Optionee while an Optionee remains in the employ of the
Company or a Related Corporation. Any Option Shares, the
right to the purchase of which has accrued, may be purchased
at any time up to the expiration or termination of the
Option in accordance with Section 7. Options may be
exercised, in whole or in part, from time to time, by giving
written notice of exercise to the Company at its principal
office, specifying the number of Shares to be purchased, and
accompanied by payment in full of the aggregate purchase
price for such Shares. Only full Shares shall be delivered,
and any fractional share which might otherwise be
deliverable upon exercise of an Option granted hereunder
shall be forfeited.
The purchase price shall be payable in cash, or by check, bank
draft, or postal or express money order, or any other form,
including Company stock, as determined by the Committee, in
its discretion.
(d) Termination of Optionee's Employment. If an Optionee's
employment with the Company and all related corporations is
terminated for any reason, without "Cause", other than by
reason of death, Disability, or retirement (as described in
Subsections (e), (f) and (g) below) prior to the expiration
of the original term of his Option ("Expiration Date") such
Option shall terminate 3 months after such termination of
employment. For purposes of this Subsection, an Optionee's
employment relationship shall be considered as continuing
intact while the Optionee is on military leave, sick leave,
bona fide leave of absence in accordance with general
corporate policies, federal or state family leave, or other
leave if the period of such leave does not exceed 3 months,
unless the Optionee's right to reemployment with the Company
or a Related Corporation is guaranteed either by statute or
contract. In the event of any termination for "Cause", any
and all Options that have not yet become exercisable shall
immediately terminate, except as required otherwise under
any state statutes.
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<PAGE>
(e) Death of Optionee. If an Optionee's employment is terminated
by reason of his death prior to the Expiration Date of his
Option, or if an Optionee whose employment is terminated as
a result of retirement or disability (as described in
Subsection (f) and (g) below) shall die following the
Optionee's termination of employment but prior to the
Expiration Date of any Option or expiration of the period
determined under Subsections (f) or (g) below, if earlier,
such Option may be exercised by the Optionee's estate,
personal representative or beneficiary who acquired the
right to exercise such Option by bequest or inheritance or
by reason of the death of the Optionee, to the extent of the
number of Shares with respect to which the Optionee could
have exercised it on the date of the Optionee's death, or to
any greater extent permitted by the Committee, at any time
prior to the earlier of: (i) 1 year following the date of
the Optionee's death; or (ii) the Expiration Date of such
Option (which, in the case of death following a termination
of employment pursuant to Subsections (f) or (g) below,
shall be deemed to mean the expiration of the exercise
period determined thereunder).
(f) Disability of Optionee. If an Optionee shall become disabled
(within the meaning of section 22(e)(3) of the Code) during
the Optionee's employment with the Company or a Related
Corporation, and the Optionee's employment with the Company
and all Related Corporations is terminated as a consequence
of such disability prior to the Expiration Date of his
Option, any Option may be exercised by the Optionee, to the
extent of the number of Shares with respect to which the
Optionee could have exercised under the Option on the date
of such termination of employment, or to any greater extent
permitted by the Committee, at any time prior to the earlier
of: (i) 1 year following the date of the Optionee's
termination of employment; or (ii) the Expiration Date of
such Option. In the event of the Optionee's legal disability
such Option may be so exercised by the Optionee's legal
representative.
(g) Retirement of Optionee. If an Optionee retirees in
accordance with the retirement policy of the Company or any
Related Corporation, or otherwise retires with the express
consent of the Committee after age 55, and the Optionee's
employment with the Company and all Related Corporations is
terminated as a consequence of such retirement prior to the
Expiration Date of the Optionee's Option, such Option may be
exercised by the Optionee, to the extent of the number of
Shares with respect to which the Optionee could have
exercised it on the date of the Optionee's retirement, or to
any greater extent permitted by the Committee, at any time
prior to the earlier of: (i) 3 months after the date of
retirement; or (ii) the Expiration Date of such Option.
(h) Transferability. No Option shall be assignable or transferable
by an Optionee otherwise than by will or by the laws of
descent and distribution, and during the lifetime of the
Optionee, the Option shall be exercisable only by the
Optionee, or in the event of the Optionee's legal disability,
by his legal representatives.
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<PAGE>
(i) Rights as a Stockholder. An Optionee shall have no rights as a
stockholder with respect to any Shares covered by his Option
until the issuance of a stock certificate to the Optionee
representing such Shares.
(j) Ten Percent Shareholder. Notwithstanding any other provision
of the Plan, if an Eligible Individual owns more than 10% of
the total combined voting power of all shares of stock of
the Company or of a Related Corporation at the time an
Incentive Stock Option is granted to such Eligible
Individual, or would exceed such 10% limitation upon any
such grant, the price of any Incentive Stock Option shall
not be less than 110% of the fair market value of the
optioned Shares on the date the Incentive Stock Option is
granted for Options over such limit, and such Incentive
Stock Option by its terms shall not be exercisable after the
expiration of 5 years from the date the Incentive Stock
Option is granted. For purposes of this Subsection, an
Eligible Individual shall be considered to own any shares of
the Company or a Related Corporation which are attributable
to such Eligible Individual under section 424(d) of the
Code.
(k) Annual Limit on Grant of Incentive Stock Options. The
aggregate fair market value (determined as of the time an
Incentive Stock Option is granted) of the Shares with
respect to which Incentive Stock Options are exercisable for
the first time by an Optionee during any calendar year
(under the Plan and any other Incentive Stock Option plan of
the Company or a Related Corporation) shall not exceed
$100,000. To the extent any option grant would cause any
options to be exercisable in excess of the limitation, such
options shall automatically be treated as Nonqualified Stock
Options.
(l) Option Agreement and Further Conditions. As soon as
practicable after the grant of an Option, each Optionee
shall enter into, and be bound by the terms of, a stock
option agreement (the "Option Agreement") which shall state
the number of Shares to which the Option pertains and
specify whether the Option is intended to be an Incentive
Stock Option or a Nonqualified Stock Option. The Option
Agreement shall set forth such terms, conditions and
restrictions regarding the Option not inconsistent with the
Plan (and, in the case of Incentive Stock Options, the
provisions of section 422(b) of the Code) as the Committee
shall determine. Without limiting the generality of the
foregoing, the Committee, in its discretion, may impose
further conditions upon the exercisability of Options and
restrictions on transferability with respect to Shares
issued upon exercise of Options.
(m) Withholding. The obligation of the Company to deliver Shares
upon the exercise of any Option shall be subject to any
applicable Federal, state and local tax withholding
requirements.
A-6
<PAGE>
8. Listing and Registration of Shares
----------------------------------
Each Option under the Plan shall be subject to the requirement that, if
at any time the Committee shall determine in its discretion that the listing,
registration or qualification of the Shares covered thereby upon any securities
exchange or under the laws of any jurisdiction, or the consent or approval of
any regulatory body, is necessary or desirable as a condition of, or in
connection with, the granting of such Option or the acquisition of Shares
thereunder, or that action by the Company or the Optionee should be taken in
order to obtain an exemption from any such requirement, then no such Option may
be exercised in whole or in part and no certificate representing Shares shall be
issued unless and until such listing, registration, qualification, consent,
approval, or action shall have been effected, obtained, or taken on conditions
acceptable to the Committee. Each Optionee or any legal representative or
beneficiaries, also may be required to give satisfactory assurance that Shares
acquired upon exercise of an Option are being acquired for investment and not
with a view to distribution, and certificates representing such Shares may be
legended accordingly. Such Shares shall be transferable thereafter only if the
proposed transfer is permissible under the Plan and the Option Agreement and if,
in the opinion of counsel (who shall be satisfactory to the Company), such
transfer shall at such time be in compliance with applicable securities laws.
9. Adjustments
-----------
In case the Company shall: (i) declare a dividend or dividends on its
Shares payable in shares of its capital stock; (ii) subdivide its outstanding
Shares; (iii) combine its outstanding Shares into a smaller number of Shares; or
(iv) issue any shares of capital stock by reclassification of its Shares
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), the number of Shares
authorized under the Plan will be adjusted proportionately. Similarly, in any
such event, the Committee may make such adjustments in the number of Shares
subject to unexercised Options and the option prices as it deems equitable. Each
Optionee will be notified of any such adjustment and any such adjustment, or the
failure to make such adjustment, shall be binding on the Optionee.
10. Change in Control.
------------------
Notwithstanding any provision to the contrary, in the event of any
"Change in Control", all outstanding Options shall immediately become 100%
vested. As used herein, the term "Change in Control" shall mean: (i) the
acquisition of ownership of stock of the Company, by any person (including,
without limitation, a corporation, trust, partnership, joint venture, limited
liability company (a "Person") or by any group of Persons), whether directly,
indirectly, beneficially or of record, which acquisition, together with stock
held by such person or group, represents more than 50% of the total voting power
of all outstanding stock of the Company (provided that no Change in Control
shall occur under this subparagraph (i) if the Person acquiring any additional
stock already possessed more than 50% of the total fair market voting power of
the stock of the Company); (ii) any merger or consolidation of the Company which
the stockholders of the Company before such merger or consolidation do not, as a
result of the merger or consolidation, own at least 50% of the merger or
consolidation; or (iii) any nomination
A-7
<PAGE>
and election of 50% or more of all members of the Board of Directors of the
Company within a 24-month period whose election is without the recommendation of
the Board. "Change in Control" shall not include acquisition of the Company's
stock by any Company employee benefit plans or action by the members of the
Board of Directors when acting as the Board of Directors.
11. Cash Out of Options.
--------------------
In the event of any transaction that constitutes a Change in Control as
defined in Section 10, the Committee, in its sole discretion, may determine that
each Option outstanding hereunder shall terminate within a specified number of
days after notice to the holder, and such holder shall receive, with respect to
each Share subject to such Option, an amount equal to the excess of the Fair
Market Value of such Share immediately prior to the occurrence of such
transaction over the exercise price per Share of such Option. Such amount shall
be payable in cash, in one or more of the kinds of property payable in such
transaction, or in a combination thereof, as the Committee in its discretion
shall determine.
12. Amendment or Discontinuance of the Plan
---------------------------------------
The Board at any time, and from time to time, may suspend or
discontinue the Plan or amend it in any respect whatsoever, provided, however,
that, without the approval by the affirmative vote of the holders of a majority
of all securities present in person or by proxy and entitled to vote at a duly
called shareholders' meeting at which a quorum representing a majority of all
such securities is present and voting on the amendment, the Plan may not be
amended so as to materially: (a) increase the benefits accruing to participants
under the Plan; (b) increase the number of Shares which may be issued under the
Plan (except for adjustments permitted or required under Section 9 hereof); (c)
modify the requirements as to eligibility for participation in the Plan; or (d)
increase the cost of the Plan to the Company; and provided further, that no such
suspension, discontinuance or amendment shall materially impair the rights of
any holder of an outstanding Option without the consent of such holder.
13. Absence of Rights
-----------------
The recommendation or selection of an Eligible Individual as a
recipient of an Option under the Plan shall not entitle such person to any
Option unless and until the grant actually has been made by appropriate action
of the Committee; and any such grant is subject to the provisions of the Plan.
Furthermore, the granting of an Option to a person shall not entitle that person
to continued employment by the Company or a Related Corporation or affect the
terms and conditions of such employment, and the Company shall have the absolute
right, in its discretion, to retire such person in accordance with its
retirement policies or otherwise to terminate his employment, whether or not
such termination may result in a partial or total termination of any Options.
14. Application of Funds
--------------------
The funds received by the Company upon the exercise of Options and
otherwise under the Plan shall be used for general corporate purposes as
permitted by law.
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<PAGE>
15. Plan Adoption.
--------------
This Plan shall become effective upon its adoption by the Board, and
Options may be issued upon such adoption and from time to time thereafter,
provided, however, that the Plan shall be submitted to the Company's
shareholders for their approval at the next annual meeting of shareholders. If
the Plan is not approved by the affirmative vote of the holders of a majority of
all securities present in person or by proxy and entitled to vote at a duly
called shareholders' meeting at which a quorum representing a majority of all
such securities is present and voting on this Plan, then this Plan and all
Options then outstanding under it shall forthwith automatically terminate and be
of no force and effect.
16. No Obligation to Exercise Option or SAR
---------------------------------------
The granting of an Option shall impose no obligation upon an Optionee
to exercise any such Option.
17. Disqualifying Disposition of Option Shares
------------------------------------------
The Optionee agrees to give written notice to the Company at its
principal office, if a "disposition" of the Shares acquired through exercise of
Incentive Stock Options granted hereunder occurs at any time within 2 years
after the Grant Date or within 1 year after the transfer to the Optionee of such
Shares. For purposes of this Section, the term "disposition" shall have the
meaning assigned to such term by section 424(c) of the Code.
18. Gender and Number
-----------------
The masculine gender, where appearing herein, shall be deemed to
include the feminine gender, and the singular shall be deemed to include the
plural, unless the context clearly indicates to the contrary.
19. Governing Law
-------------
This Agreement shall, to the maximum extent possible, be construed in
the manner consistent with the Code provisions concerning Incentive and
Nonqualified Stock Options, and its interpretation shall otherwise be governed
by the laws of the State of New Jersey, except as otherwise presented by ERISA.
20. Termination of Plan
-------------------
No Options may be granted after January 1, 2008, provided, however,
that the Plan and all outstanding Options shall remain in effect until such
Options have expired or vested, as the case may be, or are terminated in
accordance with the Plan.
A-9
<PAGE>
VISTA BANCORP, INC.
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 22, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Thomas J. McGinley, F.
Hughes Vliet and Bruce A. Jones and each and any of them, proxies of the
undersigned, with full power of substitution, to vote all of the shares of
Vista Bancorp, Inc. ("Vista") that the undersigned may be entitled to vote at
the Annual Meeting of Shareholders of Vista to be held at the Administrative
Offices of Vista, 305 Roseberry Street, Post Office Box 5360, Phillipsburg, New
Jersey 08865, on Wednesday, April 22, 1998, at 9:30 a.m., prevailing time, and
at any adjournment or postponement thereof as follows:
1. Election of Class C Directors.
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to
(except as marked to the contrary below) vote on all nominees listed below
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW).
Richard A. Cline, James T. Finegan, Jr. and David L. Hensley
---------------------------------------
2. Approval to fix the number of Class A directors to be elected at three,
thereby decreasing the number of Class A directors from four to three.
/ / FOR / / AGAINST
3. Election of Class A Director.
/ / FOR the nominee listed below / / WITHHOLD AUTHORITY to
(except as marked to the contrary below) vote on the nominee listed below
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR THE NOMINEE, WRITE THAT
NOMINEE'S NAME ON THE SPACE PROVIDED BELOW). J. Marshall Wolff
---------------------------------------
4. Approval to fix the number of Class B directors to be elected at four,
thereby creating a vacancy to be filled by election.
/ / FOR / / AGAINST
(Continued and to be signed on reverse side)
<PAGE>
5. Election of Class B director.
/ / FOR the nominee listed below / / WITHHOLD AUTHORITY to
(except as marked to the contrary below) vote on the nominee listed
below
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR THE NOMINEE, WRITE THAT
NOMINEE'S NAME ON THE SPACE PROVIDED BELOW). Marc S. Winkler
---------------------------------------
6. Ratification of the selection of Rudolph, Palitz LLP, Certified Public
Accountants, as the auditors of Vista for the year ending December 31, 1998.
/ / FOR / / AGAINST
7. Approval of the Vista Bancorp, Inc. 1998 Stock Compensation Plan.
/ / FOR / / AGAINST
8. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting and any adjournment or
postponement thereof.
THIS PROXY, WHEN PROPERLY SIGNED,
WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ALL NOMINEES
LISTED ABOVE AND FOR PROPOSALS 2,
4, 6 AND 7.
Dated: --------------------, 1998
---------------------------------
---------------------------------
Signatures(s)
/ / PLEASE CHECK HERE IF YOU PLAN
TO ATTEND THE ANNUAL MEETING.
THIS PROXY MUST BE DATED, SIGNED BY THE SHAREHOLDER AND RETURNED PROMPTLY TO
VISTA IN THE ENCLOSED ENVELOPE. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE. IF MORE THAN ONE
TRUSTEE, ALL SHOULD SIGN. IF STOCK IS HELD JOINTLY, EACH OWNER MUST SIGN.
