VISTA BANCORP INC
8-K, 1998-06-12
NATIONAL COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC. 20549



                                    FORM 8-K
                                 CURRENT REPORT



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 1998



                               Vista Bancorp. Inc.
             (Exact name of registrant as specified in its charter)




         New Jersey                    0-21264                  22-2870972 
(State or other jurisdiction         (Commission            (I.R.S. employer 
     of incorporation)               file number)                 Id. No.)
  

305 Roseberry Street, P.O. Box 5360, Phillipsburg, New Jersey        08865 
(Address of Principal Executive Offices)                           (Zip Code)




Registrant's te1ephone number, including area code: (908) 859-9500



Former name or former address, if changed from last report: Not Applicable.

<PAGE>


                               VISTA BANCORP, INC.
                                    FORM 8-K

Item 1. Changes in Control of Registrant

          Not Applicable.


Item 2. Acquisition or Disposition of Assets.

          Not Applicable.


Item 3. Bankruptcy or Receivership.

          Not Applicable.


Item 4. Changes in Registrant's Certifying Accountant.

          Not Applicable.


Item 5. Other Events

          At the  Registrant's  Board  Meeting of May 15,  1998,  the  directors
          approved  the  declaration  and payment of a ten  percent  (10%) stock
          dividend on its outstanding  common stock payable on June 10, 1998, to
          holders of record as of the close of business on June 1, 1998.

          No Fractional  shares shall be issued in connection with the foregoing
          stock dividend,  but in lieu thereof,  a cash payment shall be made to
          any shareholder who otherwise would be entitled to a fractional share,
          equal to the average of the closing  sale prices for the five  trading
          days  immediately  preceding  the trading date prior to such  payment
          date, of the shares of the  Registrant's  outstanding  common stock on
          The Nasdaq Stock  Market,  multiplied by the fraction of the share not
          delivered to such shareholder.


Item 6. Resignations of Registrant's Directors.

          Not Applicable.


Item 7. Financial Statements and Exhibits.

                                       2

<PAGE>


     The press re1ease of the  Registrant  with respect to the stock dividend is
     attached hereto and incorporated by reference in as entirety herein.


Item 8. Change in fiscal year

     Not Applicable.


                                   SIGNATURES

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


                                                   VISTA BANCORP, INC.
                                                   -------------------
                                                   (Registrant)



Date:    May 15, 1998                   /s/ William F. Keefe
                                        ----------------------
                                        William F. Keefe, Executive Vice
                                        President and Chief Financial Officer

                                       3

<PAGE>

                                           FOR IMMEDIATE RELEASE
                                           For further information contact:
                                           William F. Keefe, Exec. VP & CFO
                                           (908) 859-9539

                                           Jill A. Pursell, Asst. VP & Secretary
                                           (908) 859-9559


          VISTA ANNOUNCES 10% STOCK DIVIDEND AND INCREASE IN CASH DIVIDEND


     Phillipsburg, New Jersey, May 15, 1998 --Vista Bancorp, Inc, (NASDAQ:VBNJ)
parent company of Phillipsburg National Bank and Twin Rivers Community Bank
today declared a 10% stock dividend in addition to an increase in its quarterly
cash dividend to $.12 per share from $.11 currently.

     The  dividend  increase  is the second in the last nine  months.  The stock
dividend and second  quarter cash  dividend  will be payable on June 10, 1998 to
shareholders of record at the close of business June 1, 1998.

     Barbara Harding, President and CEO commented, "these actions are consistent
with Vista's  commitment to provide long-term  shareholder  value." Mrs. Harding
added, "we are very pleased by the confidence and loyalty entrusted to us by our
shareholders."

     Following   payment  of  the  10%  stock   dividend,   Vista  will  have
approximately 4.6 million





- --------------------------------------------------------------------------------
Except for the historical information contained herein, the matters discussed in
this  news  release  are  forward-looking  statements  that  involve  risks  and
uncertainties, including the timely availability and acceptance of new products,
the impact of competitive  products and pricing,  the management of growth,  and
the  other  risks  detailed  from  time to time in the  Company's  SEC  reports,
including the report on Form 10-K for the period ended December 31, 1997.
- --------------------------------------------------------------------------------

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