SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
[X] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
VISTA BANCORP, INC.
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(Name of Registrant as Specified In Its Charter)
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(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 1999
Annual Meeting
of Stockholders
and Proxy Statement
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PLEASE COMPLETE, SIGN, DATE AND RETURN
YOUR PROXY PROMPTLY
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Thursday, April 22, 1999
9:30 A.M.
Farley Education Center
Warren Hospital
185 Roseberry Street
Phillipsburg, New Jersey
<PAGE>
VISTA BANCORP, INC.
[LOGO]
March 25, 1999
Dear Vista Stockholder:
You are cordially invited to join us at the 1999 Annual Meeting of Stockholders
in Phillipsburg, New Jersey on April 22, 1999.
Enclosed with this Proxy Statement are your voting instructions and the 1998
Annual Report.
Whether or not you plan to attend the Annual Meeting, we strongly encourage you
to designate the proxies shown on the enclosed card to vote your shares.
In response to the SEC's recent emphasis on clear and simple communications to
stockholders and investors, Vista has redrafted its proxy statement in "Plain
English." We hope you like this simplified format and welcome your comments.
I would like to take this opportunity to remind you that your vote is important.
Sincerely,
Barbara Harding
President and Chief Executive Officer
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305 Roseberry Street, P.O. Box 5360, Phillipsburg, New Jersey 08865-5360
o Telephone: (908) 859-9500
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<PAGE>
VISTA BANCORP, INC.
[LOGO]
Notice of Annual Meeting of Stockholders
DATE: April 22, 1999
TIME: 9:30 A.M.
PLACE: Farley Education Center
Warren Hospital
185 Roseberry Street
Phillipsburg, NJ 08865
MATTERS TO BE VOTED UPON:
1. Election of three Class A directors to hold office for a three-year term;
2. Ratification of the appointment of Rudolph, Palitz LLP as our independent
auditors for the year 1999;
3. Approval of the 1999 Employee Stock Purchase Plan; and
4. Any other matters that may properly come before the meeting.
YOUR BOARD OF DIRECTORS RECOMMENDS YOU VOTE IN FAVOR OF THE ELECTION OF
DIRECTORS, THE APPOINTMENT OF RUDOLPH, PALITZ AND THE 1999 EMPLOYEE STOCK
PURCHASE PLAN.
Stockholders who are holders of record of the Common Stock at the close of
business on March 12, 1999, will be entitled to vote at the meeting.
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IF YOU PLAN TO ATTEND:
Please note that space limitations make it necessary to limit attendance to
stockholders. If you wish to attend, please indicate your wish by checking the
box that appears on the proxy card. "Street name" holders will need to bring a
copy of a brokerage statement reflecting stock ownership as of the record date.
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It will be helpful to us if you will read the Proxy Statement and the voting
instructions on the proxy card, and then vote by filling out, signing and dating
the proxy card and returning it by mail.
JILL A. PURSELL Phillipsburg, New Jersey
Assistant Vice President and Secretary March 25, 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
<S> <C>
QUESTIONS AND ANSWERS............................................... 1
BOARD OF DIRECTORS.................................................. 2
o Election of Directors (Item 1 on Proxy Card)...................... 2
Committees of the Board of Directors.............................. 4
Board of Directors' Compensation.................................. 5
STOCK OWNERSHIP..................................................... 5
Stock Owned by Directors and Executive Officers................... 5
Compliance with Section 16(a) of the Securities
Exchange Act of 1934 .......................................... 6
Voting Stock Owned by "Beneficial Owner".......................... 6
EXECUTIVE COMPENSATION.............................................. 7
Summary Compensation Table........................................ 7
Executive Committee Report on Executive Compensation.............. 7
Option Grants for 1998............................................ 8
Estimated Retirement Benefits..................................... 9
Five-Year Performance Graph....................................... 9
INDEPENDENT AUDITORS................................................ 10
o Proposal to Approve the Appointment of Rudolph, Palitz LLP
(Item 2 on Proxy Card)......................................... 10
EMPLOYEE STOCK PURCHASE PLAN........................................ 11
o Proposal to Approve the 1999 Employee Stock Purchase Plan
(Item 3 on Proxy Card)......................................... 11
OTHER INFORMATION................................................... 11
Transactions Involving Vista's Directors and Executive Officers... 11
Changes in the Bylaws............................................. 12
No Significant Legal Proceedings.................................. 12
Other Proposed Action............................................. 12
Stockholder Proposals and Nominations for 2000 Annual Meeting..... 12
Additional Information Available.................................. 12
EXHIBIT A - Copy of the 1999 Employee Stock Purchase Plan........... A-1
</TABLE>
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o Matters to be voted upon
i
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QUESTIONS AND ANSWERS
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Q: What am I voting on?
A: Three proposals. Item numbers refer to item numbers on the proxy card.
Item 1. Election of three Class A directors
Item 2. Ratification of appointment of Rudolph, Palitz LLP as
independent auditors of Vista
Item 3. Approval of the 1999 Employee Stock Purchase Plan
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Q: Who can vote?
A: All stockholders of record at the close of business on March 12, 1999, are
entitled to vote. Holders of Vista's Common Stock are entitled to one vote
per share, except in the election of the directors. The election of
directors is done by cumulative voting.
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Q: Who can attend the meeting?
A: All stockholders as of the record date, or their duly appointed proxies,
may attend the meeting. Seating, however, is limited. You will be admitted
only if you previously indicated your wish to attend on the proxy card.
Please note that if you hold your shares in "street name" (that is, through
a broker or other nominee), you will need to bring a copy of a brokerage
statement reflecting your stock ownership as of the record date. Everyone
must check in at the registration desk at the meeting.
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Q: How do I vote?
A: Mail your completed, dated, and signed proxy card in the enclosed postage
pre-paid envelope. By voting in the above manner, you will authorize the
individuals named on the proxy card, referred to as the proxies, to vote
your shares according to your instructions.
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Q: What happens if I do not indicate my preference for one of the items?
A: If you do not indicate how you wish to vote for one or more of the nominees
for director, the proxies will vote FOR election of all the nominees for
Director (Item 1). If you "withhold" your vote for any of the nominees,
this will be counted as a vote AGAINST that nominee. If you leave Item 2
blank, the proxies will vote FOR ratification of the appointment of
Rudolph, Palitz LLP (Item 2). If you do not mark a preference regarding the
employee benefit plan, the proxies will vote FOR approval of the 1999
Employee Stock Purchase Plan (Item 3).
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Q: What if I vote and then change my mind?
A: You can revoke your proxy by writing to us, by voting again via mail, or by
attending the meeting and casting your vote in person. Your last vote will
be the vote that is counted.
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Q: What constitutes a quorum?
A: As of the record date, March 12, 1999, Vista had 4,587,365 shares of Common
Stock outstanding. The holders of Common Stock have the right to cast a
total of 4,587,365 votes. The presence, in person or by proxy, of
stockholders entitled to cast at least a majority of the votes which all
stockholders are entitled to cast constitutes a quorum for adopting the
proposals at the meeting. If you have properly designated the proxies and
indicated your voting preferences by mail, you will be considered part of
the quorum, and the proxies will vote your shares as you have instructed
them. If a broker holding your shares in "street" name indicates to us on a
proxy card that the broker lacks discretionary authority to vote your
shares, we will not consider your shares as present or entitled to vote for
any purpose.
1
<PAGE>
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Q: Is my vote confidential?
A: Yes. Proxy cards, ballots and voting tabulations that identify individual
stockholders are kept confidential except in certain circumstances where it
is important to protect the interests of Vista and its stockholders.
Generally, only the judge of election and/or employees of Continental Stock
Transfer & Trust Company processing the votes will have access to your
name. They will not disclose your name as the author of any comments you
include on the proxy card unless you ask that your name be disclosed to
management.
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Q: Who will count the votes?
A: Employees of Continental Stock Transfer & Trust Company will tabulate the
votes and one of these employees will act as judge of election at the
annual meeting.
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Q: What shares are included in the proxy card?
A: The shares listed on your card sent by Continental Stock Transfer & Trust
Company represent all the shares of Common Stock held in your name (as
distinguished from those held in "street" name), including those held in
the dividend reinvestment plan. You will receive a separate card or cards
from your broker if you hold shares in "street" name.
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Q: What does it mean if I get more than one proxy card?
A: It indicates that your shares are held in more than one account, such as
two brokerage accounts and registered in different names. You should vote
each of the proxy cards to ensure that all of your shares are voted. We
encourage you to register all of your brokerage accounts in the same name
and address for better stockholder service. You may do this by contacting
our transfer agent, Continental Stock Transfer & Trust Company, at
1-800-509-5586.
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Q: Who will be soliciting proxies on behalf of Vista?
A: Vista has retained Continental Stock Transfer & Trust Company to solicit
proxies from stockholders. Some of the officers and other employees of
Vista also may solicit proxies personally, by telephone and by mail. Vista
will also reimburse brokerage houses and other custodians for their
reasonable out-of-pocket expenses for forwarding proxy and solicitation
material to the beneficial owners of Common Stock.
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Q: Who can I call with any questions?
A: You may call Continental Stock Transfer & Trust Company at 1-800-509-5586.
BOARD OF DIRECTORS
THIS SECTION GIVES BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTORS AND DESCRIBES
THEIR MEMBERSHIP ON BOARD OF DIRECTORS' COMMITTEES, THEIR ATTENDANCE AT MEETINGS
AND THEIR COMPENSATION.
ELECTION OF DIRECTORS
Item 1 on Proxy Card
Vista has ten directors who are divided into three classes: three directors are
in Class A; four directors are in Class B; and three directors are in Class C.
Each director holds office for a three-year term. The terms of the classes are
staggered, so that the term of office of one class expires each year.
2
<PAGE>
At this meeting, the stockholders elect three Class A directors. Unless you
withhold authority to vote for one or more of the nominees, the persons named as
proxies intend to vote for the election of the three nominees for Class A
director. All of the nominees are recommended by the Board of Directors:
Barbara Harding
Mark A. Reda
J. Marshall Wolff
All nominees have consented to serve as directors. The Board of Directors has no
reason to believe that any of the nominees should be unable to act as a
director. However, if any director is unable to stand for re-election, the Board
of Directors will designate a substitute. If a substitute nominee is named, the
proxies will vote for the election of the substitute.
There is cumulative voting for directors. The stockholders can multiply the
number of shares that they are entitled to vote by the number of directors to be
elected. The stockholders can then take the product of this multiplication and
cast all of these votes for one nominee or distribute these votes among two or
more nominees. For example, if you can vote 100 shares and there are three
nominees to be elected as Class A directors, you can cast 300 votes for one of
these nominees or cast 100 votes for each of three nominees. Most of our
stockholders cast their votes evenly for all nominees.
The following information includes the age of each nominee and current director
as of the date of the meeting.
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Class A Directors And Nominees For Class A Director Whose Term Expires In 2002
BARBARA HARDING, 52
Director of Vista since 1988; director of the Phillipsburg National Bank
and Trust Company ("PNB") since 1985; and director of Twin Rivers Community
Bank ("Twin Rivers") since 1990. Chief Executive Officer of PNB from 1985
to 1997. Current President and Chief Executive Officer of Vista and current
Chairperson of the Board of Directors of PNB.
MARK A. REDA, 47
Director of Vista since 1988 and director of PNB since 1987. Vice President
of Lou Reda, Inc., a vendor of office furniture.
J. MARSHALL WOLFF, 52
Director of Vista since 1998 and director of Twin Rivers since 1990.
President of Kressler, Wolff & Miller, Inc., an independent insurance
agency.
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Class B Directors Whose Term Expires in 2000
HAROLD J. CURRY, 67
Director of Vista since 1988; director of PNB since 1978; and director of
Twin Rivers since 1990. Current Chairman of the Board of Directors of
Vista. Attorney-at-law.
DALE F. FALCINELLI, 50
Director of Vista since 1993 and director of Twin Rivers since 1990.
Principal in D.F. Falcinelli, Inc., a management consulting company.
BARRY L. HAJDU, 50
Director of Vista, PNB and Twin Rivers since 1997. President of Hajdu
Construction, Inc., building contractors.
MARC S. WINKLER, 42
Director of Vista and Twin Rivers since 1990. Current Executive Vice
President of Vista; President and Chief Executive Officer of Twin Rivers
since 1996; President of Twin Rivers from 1990 to 1996.
3
<PAGE>
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Class C Directors Whose Term Expires in 2001
RICHARD A. CLINE, 65
Director of Vista since 1988; director of PNB since 1979; and director of
Twin Rivers since 1990. Current Vice-Chairman of the Board of Directors of
Vista and current Chairman of the Board of Directors of Twin Rivers.
Retired.
JAMES T. FINEGAN, JR., 39
Director of Vista since 1995 and director of PNB since 1993.
Ophthalmologist.
DAVID L. HENSLEY, 52
Director of Vista since 1988; director of PNB since 1985; and director of
Twin Rivers since 1990. Current Executive Vice President of Vista.
President and Chief Executive Officer of PNB since 1997. President of PNB
from 1990 to 1997. Chief Operations Officer at PNB from 1985 to 1997.
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Required Vote
Nominees will be elected who receive a vote equal to a plurality of the shares
of stock represented at the meeting. Your Board of Directors recommends a vote
FOR the nominees for Class A director listed above. Abstentions and votes
withheld for directors will have the same effect as votes against.
<TABLE>
<CAPTION>
COMMITTEES OF THE BOARD OF DIRECTORS
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Name Board of Directors Executive Audit Planning Retirement Compensation
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<S> <C> <C> <C> <C> <C> <C>
Richard A. Cline |X| |X| |X|(1) |X| |X|
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Harold J. Curry |X|(1) |X|(1) |X|(1)
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Dale F. Falcinelli |X| |X|(1) |X| |X|
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James T. Finegan, Jr. |X| |X| |X| |X| |X|
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Barry L. Hajdu |X| |X| |X| |X|
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Barbara Harding |X|
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David L. Hensley |X|
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Mark A. Reda |X| |X| |X| |X|(1) |X|
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Marc S. Winkler |X|
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J. Marshall Wolff |X| |X| |X| |X|
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</TABLE>
(1) Chairman.
Number of Meetings
The Board of Directors met 12 times during 1998. All of Vista's directors
attended 75% or more of all Board of Directors and Committee meetings
during 1998.
Executive Committee
The Executive Committee 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 strategic plan, capital structure and earnings performance. In
addition, the Executive Committee analyzes other management issues, including
the annual compensation review of key executive officers, and periodically makes
recommendations to the Board of Directors based on its findings.
4
<PAGE>
Audit Committee
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, 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.
Planning Committee
The Planning Committee works with management to formulate strategic planning for
Vista. The Board of Directors of the subsidiaries forward their strategic plans
and expansion opportunities to the Planning Committee for its review, guidance
and approval.
Retirement Committee
The Retirement Committee is responsible for evaluating Vista's retirement
benefits including all retirement plans. This committee reviews and votes on all
proposed changes to Vista's pension and post retirement plans.
Compensation Committee
The Compensation Committee reviews issues with respect to employee incentive
plans and other benefit plans for executive officers and is composed of all of
the non-officer directors.
BOARD OF DIRECTORS' COMPENSATION
Directors' Fees
Directors' fees, paid only to directors who are not Vista employees, are as
follows:
Fee for each Board of Directors' meeting attended........... $ 400
Fee for each committee meeting attended..................... $ 200
Annual retainer fee paid to each director................... $ 1,500
Directors received in the aggregate in 1998 $62,600 in fees.
STOCK OWNERSHIP
THIS SECTION DESCRIBES HOW MUCH STOCK OUR DIRECTORS AND EXECUTIVE OFFICERS OWN.
IT ALSO DESCRIBES THE PERSONS OR ENTITIES THAT OWN MORE THAN 5% OF OUR VOTING
STOCK.
STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS
This table indicates the number of shares of Common Stock owned by the executive
officers and/or directors as of March 12, 1999. The aggregate number of shares
owned by all directors and executive officers is 13.4%. Unless otherwise noted,
each individual has sole voting and investment power for the shares indicated
below.
5
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<TABLE>
<CAPTION>
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Amount and Nature of Shares Beneficially Owned as of March 12, 1999
------------------------------------------------------------------------
Aggregate Number of
Name Options (1) Shares Beneficially Owned (2)
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<S> <C> <C>
Richard A. Cline 248,998
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Harold J. Curry 102,627
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Dale F. Falcinelli 4,620
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James T. Finegan, Jr. 34,070
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Barry L. Hajdu 46,676
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Barbara Harding 4,950 47,043(4)
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David L. Hensley 2,750 16,406
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William F. Keefe 2,750 38,080(4)
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Mark A. Reda 60,805
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Marc S. Winkler 2,750 9,251
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J. Marshall Wolff 7,353
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Directors and Officers as a Group(3) 13,200 615,929
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</TABLE>
(1) Includes options exercisable within 60 days of March 12, 1999.
(2) Includes amounts listed in the options column plus shares held (a)
directly, (b) jointly with a spouse, (c) individually by spouse, (d) by the
transfer agent in the Vista dividend reinvestment account, and (e) in
various trusts and custodial accounts.
(3) Includes 10 directors, 3 nominees for director, 6 officers - 11 persons in
total.
(4) Includes 28,132 shares held in Vista's pension plan of which Mrs. Harding
and Mr. Keefe are co-trustees who share investment and voting power with
respect to these shares. Mrs. Harding and Mr. Keefe disclaim any beneficial
ownership interest with respect to shares held in the pension plan.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Executive officers and directors and "beneficial owners" of more than ten
percent of the Common Stock must file initial reports of ownership and reports
of changes in ownership with the SEC and The NASDAQ Stock Market pursuant to
Section 16(a).
We have reviewed the reports and written representations from the executive
officers and directors. Based on this review, Vista believes that all filing
requirements were met during 1998.
VOTING STOCK OWNED BY "BENEFICIAL OWNER"
The following are the persons or entities known by Vista to own beneficially
more than five percent of the Common Stock as of March 12, 1999.
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Name and Address Number of Shares Percent of Class
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Richard A. Cline 248,998 5.4%
813 South Main Street
Stewartsville, New Jersey 08886
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Phillipsburg National Bank and Trust Company 364,269 (1) 7.9%
305 Roseberry Street, P.O. Box 5360
Phillipsburg, New Jersey 08865
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Valley National Bank 430,389 (2) 9.4%
1455 Valley Road
Wayne, New Jersey 07470
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(1) PNB's trust department holds or votes these shares in various fiduciary
capacities and PNB's officers vote some of these shares under the employee
retirement plan.
(2) According to the Schedule 13D filed with Vista on or about September 23,
1998, Valley National Bancorp is the parent bank holding company for the
Valley National Bank. Valley National Bancorp disclosed that it had no
plans, at the time of filing its Schedule 13D, to increase its ownership
interest above 9.99% of the Common Stock or to effect any merger,
reorganization, tender offer, exchange offer or any other type of
transaction involving Vista. Furthermore, Valley National Bank made certain
commitments to the Federal Reserve Board, which were, among others, that
without prior approval of the Federal Reserve Board, it would not: seek any
representation on
6
<PAGE>
the Vista Board of Directors; exercise any controlling influence over Vista
management or policies; and solicit or participate in soliciting proxies
with respect to any matter presented to Vista stockholders.
EXECUTIVE COMPENSATION
THIS SECTION CONTAINS CHARTS THAT SHOW THE AMOUNT OF COMPENSATION EARNED BY OUR
EXECUTIVE OFFICERS WHOSE SALARY AND BONUS EXCEEDED $100,000 FOR 1998. IT ALSO
CONTAINS THE PERFORMANCE GRAPH COMPARING VISTA'S PERFORMANCE RELATIVE TO ITS
PEER GROUP AND THE REPORT OF OUR EXECUTIVE COMMITTEE EXPLAINING THE COMPENSATION
PHILOSOPHY FOR OUR MOST HIGHLY PAID OFFICERS.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
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Long-Term
Compensation
-------------------
Annual Compensation Awards Payouts
- ------------------------------------------ ---------------------------------------- --------- ---------
Other Annual LTIP All Other
Salary Bonus Compensation Options Payouts Compensation
Name and Position Year ($) ($)(1) ($)(2) (#)(3) ($)(4) ($)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Barbara Harding 1998 199,004 6,036 20,166 19,800 29,454 -0-
President and Chief Executive Officer of 1997 183,768 26,416 22,692 -- 20,662
Vista and Chairman of PNB 1996 169,520 30,658 23,749 -- --
- ----------------------------------------------------------------------------------------------------------------------
David L. Hensley 1998 159,042 5,139 21,376 11,000 21,522 -0-
Executive Vice President of Vista and 1997 150,020 21,910 21,994 -- 17,587
President and Chief Executive Officer of 1996 139,048 25,626 21,111 -- --
PNB
- ----------------------------------------------------------------------------------------------------------------------
Marc S. Winkler 1998 150,020 -0- 13,915 11,000 11,397 -0-
Executive Vice President of Vista and 1997 134,160 11,732 16,024 -- -0-
President and Chief Executive Officer of 1996 124,020 14,985 14,085 -- --
Twin Rivers
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William F. Keefe 1998 116,168 5,139 13,948 11,000 21,522 -0-
Executive Vice President and Chief 1997 108,056 18,134 12,965 -- 17,587
Financial Officer of Vista and Senior 1996 100,048 22,116 13,562 -- --
Vice President and Chief Financial
Officer of PNB
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</TABLE>
(1) Includes the cash bonus award under the Employee Incentive Plan that was
adopted in 1994.
(2) Includes directors' fees; life, medical and disability insurance premiums;
401(K) matching contributions; automobile use and social club dues.
(3) Includes option grants under the 1998 Stock Compensation Plan.
(4) Represents the dollar value of Vista Common Stock awarded under the
Employee Incentive Plan.
EXECUTIVE COMMITTEE REPORT ON EXECUTIVE COMPENSATION*
Executive compensation for the officers of Vista and its subsidiary banks is
primarily determined by the Executive Committee of Vista's Board of Directors.
Salaries and bonuses for the executive officers are reviewed annually. All
executive compensation is paid by the respective subsidiary bank to the
applicable executive.
Compensation Philosophy
Vista's executive compensation philosophy is designed to attract, retain, and
motivate highly qualified executives in line with three central themes:
alignment, accountability, and attraction.
o Alignment with the long-term interests of our stockholders;
o Accountability for results by linking the executive's compensation to
Vista's financial performance and individual performance; and
o Attraction, motivation and retention of key executives.
- ----------
* Pursuant to the Proxy Rules, this section of the proxy statement is not
deemed "filed" with the SEC and is not incorporated by reference into
Vista's Report on Form 10-K.
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<PAGE>
The Executive Committee annually conducts a full review of the performance of
Vista and its executives in determining compensation levels. For 1998, the
Executive Committee considered various qualitative and quantitative indicators
of Vista and individual performance in determining the level of compensation for
Vista's Chief Executive Officer and its other executive officers. The review
included an evaluation of Vista's performance both on a short- and long-term
basis. This review included an analysis of quantitative measures, such as growth
in earnings, earnings per share, and Return on Equity. The Executive Committee
considered also qualitative measures such as leadership, experience, strategic
direction, community representation and social responsibility. The Executive
Committee has been sensitive to management's maintaining a balance between
actions that foster long-term value creation and short-term performance. In
addition, the Executive Committee evaluates total executive compensation in
light of the operational and financial performance and compensation practices of
the commercial banking industry in the Mid-Atlantic region.
Depending on Vista's performance and individual performance, the Executive
Committee determines appropriate base salary and annual bonuses. However, the
Compensation Committee determines the award of stock options for Vista's
executives. In 1998, the Executive and Compensation Committees did not apply any
specific quantitative formulae in arriving at their respective compensation
decisions on base salary and the award of stock options.
Components of Executive Compensation
Base Salary
Base salaries are reviewed each year and generally adjusted relative to
individual performance and competitive salaries with the commercial banking
industry in the Mid-Atlantic region. Actual salaries will continue to be set
according to the scope of the responsibilities of each executive officer's
position.
1998 Stock Compensation Plan
The Compensation Committee made grants under this plan in 1998 to four executive
officers. Information on these grants is set forth in the chart "Option Grants
For 1998." the Compensation Committee believes that these stock options align
the interests of the executives with those of the stockholders by encouraging
management to focus on total stockholder return and providing them an
opportunity to share more directly in the creation of Vista value.
Submitted By The Members Of The Executive Committee
Richard A. Cline Barry Hajdu
Harold J. Curry Mark A. Reda
<TABLE>
<CAPTION>
OPTION GRANTS FOR 1998
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Individual Grants (1)
-------------------------------------------------------------------
Potential Realizable Value at
% of Total Assumed Annual Rates of
Options Stock Price Appreciation for
Options Granted Exercise Option Term (2)
Granted to Employees Price -----------------------------
Name (#) for 1998 ($/Sh) Expiration Date 5% 10%
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Barbara Harding 19,800 37.5 19.25 February 20, 2008 $239,703 $607,455
- ---------------------------------------------------------------------------------------------------------------------
David L. Hensley 11,000 20.9 19.25 February 20, 2008 $133,168 $337,975
- ---------------------------------------------------------------------------------------------------------------------
Marc S. Winkler 11,000 20.8 19.25 February 20, 2008 $133,168 $337,975
- ---------------------------------------------------------------------------------------------------------------------
William F. Keefe 11,000 20.8 19.25 February 20, 2008 $133,168 $337,975
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The 10-year options were granted on February 20, 1998, pursuant to the 1998
Stock Compensation Plan at the exercise price listed above, which equals
the fair market on date of grant. These option grants were awarded based on
Vista's individual performance in 1998. Each option will become exercisable
as to one-fourth of the total shares granted on February 20, 1999, as to
one-fourth on February 20, 2000, as to one-fourth on February 20, 2001, and
as to the remaining one-fourth on February 20, 2002. In the event of a
change in control, the Compensation Committee can specify a termination
date for all outstanding options and the holder shall receive an amount
equal to the excess of the fair market value prior to the change in control
date over the exercise price. Options are canceled
8
<PAGE>
3 months after termination without cause. Options are canceled that have
not become exercisable immediately upon termination for cause.
(2) These columns present hypothetical future values that might be realized
upon exercise of the options, minus the exercise price. These values assume
that the market price of Vista's stock appreciates at a five and ten
percent compound annual rate over the 10-year term of options. The five and
ten percent rates of stock price appreciation are presented as examples
pursuant to the SEC's Proxy Rules and do not necessarily reflect
management's assessment of Vista's future stock price performance. These
potential realizable values presented are not intended to indicate the
value of the options.
ESTIMATED RETIREMENT BENEFITS
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 and by interest. At retirement,
the amount in this hypothetical account will be converted to the actuarially
equivalent monthly income.
Estimated annual benefits payable upon retirement at normal retirement age (age
65) for each named executive are as follows:
Barbara Harding $143,600
David L. Hensley $ 77,455
Marc S. Winkler $134,876
William F. Keefe $119,567
These estimates are based on the assumption that base salaries will increase at
an annual rate of 5% and assumes that no bonuses will be paid after 1998; the
Social Security Taxable Wage Base will increase 5% per year; the federal limit
on maximum compensation will grow at a ratio of 3% per year; and the maximum
limit on plan benefits will increase such that it will not limit benefits for
these employees.
Vista has also 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.
FIVE-YEAR PERFORMANCE GRAPH*
The following graph and table compare the cumulative total stockholder return on
Vista's Common Stock during the five-year period ending on December 31, 1998,
with (i) the cumulative total return on the SNL Securities Corporate Performance
Index(1) for publicly-traded banks with less than $500 million in total assets
in the Middle Atlantic area(2), (ii) for-publicly-traded banks with total assets
between $500 million and $1 billion in the Middle Atlantic area, and (iii) the
cumulative total return for all United States stocks traded on the NASDAQ Stock
Market. The comparison assumes the value of the investment in Vista Common Stock
and each index was $100 on December 31, 1993, and assumes further the
reinvestment of dividends into the applicable securities. The stockholder return
shown on the graph and table below is not necessarily indicative of future
performance.
- ----------
* Pursuant to the Proxy Rules, this section of the proxy statement is deemed
"filed" with the SEC and is not incorporated by reference into Vista's
Report on Form 10-K.
9
<PAGE>
[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]
TOTAL RETURN PERFORMANCE
<TABLE>
<CAPTION>
Period Ending
----------------------------------------------------------------------------
Index 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Vista Bancorp, Inc. 100.00 114.92 160.01 180.69 255.51 311.25
NASDAQ - Total US 100.00 97.75 138.26 170.01 208.58 293.21
SNL <$500M Bank Asset-Size Index 100.00 107.55 147.13 189.37 322.82 294.76
SNL $500M-$1B Bank Index 100.00 106.76 141.74 177.19 288.03 283.20
</TABLE>
- ----------
(1) SNL Securities is a research and publishing firm specializing in the
collection and dissemination of data on the banking, thrift and financial
services industries.
(2) The Middle Atlantic area comprises the states of Delaware, Pennsylvania,
Maryland, New Jersey and New York, the District of Columbia and Puerto
Rico.
INDEPENDENT AUDITORS
PROPOSAL TO APPROVE THE APPOINTMENT OF RUDOLPH, PALITZ LLP
Item 2 on Proxy Card
Rudolph, Palitz LLP, Certified Public Accountants, have audited the consolidated
financial statements of Vista and its subsidiaries for many years, and the Board
of Directors has appointed them for 1999. From time to time Rudolph, Palitz also
performs consulting work for Vista. The firm has no other relationship with
Vista or any of its subsidiaries except the existing professional relationship
as Certified Public Accountants. The Audit Committee and the Board of Directors
believe that Rudolph, Palitz's long-term knowledge of Vista and its subsidiaries
is valuable to Vista. Representatives of Rudolph, Palitz have direct access to
members of the Audit Committee and periodically attend their meetings.
A representative of Rudolph, Palitz will attend the meeting and will have the
opportunity to make a statement if he desires to do so. This representative will
also be available to respond to appropriate questions.
10
<PAGE>
Required Vote
The proposal will be approved if it receives the affirmative vote of a majority
of the shares of Common Stock represented in person or by proxy at the meeting.
The Board of Directors recommends that you vote FOR approval of the appointment
of Rudolph, Palitz LLP. Proxies solicited by the Board of Directors will be so
voted unless you specify otherwise.
EMPLOYEE STOCK PURCHASE PLAN
PROPOSAL TO APPROVE THE 1999 EMPLOYEE STOCK PURCHASE PLAN
Item 3 on Proxy Card
Vista has had an Employee Stock Purchase Plan since 1988 and the plan has been
successful over the years. The Vista stockholders have given their approvals to
amendments to this plan and to further reservations of Common Stock for employee
purchases under the plan. As a continuation of this plan, Vista's Board of
Directors has approved the 1999 Employee Stock Purchase Plan which reserves an
additional 25,000 shares of Common Stock for all employees to purchase under the
terms of this plan. The Stockholders must approve this plan. The terms of this
new plan are the same as those of the current Employee Stock Purchase Plan.
Vista management made the commitment to its stockholders that all future
reservations of Common Stock for employee purchases must be approved by the
Board of Directors and the stockholders.
The plan acts as a vehicle for all of Vista employees to own an interest in the
company through a voluntary payroll deduction. The plan is another method for
the employees to become more aligned with the interests of the stockholders and
to be a stakeholder in the overall financial performance of Vista.
The 1999 Employee Stock Purchase Plan will be approved if it receives the
affirmative vote of a majority of the shares of Common Stock represented in
person or by proxy at the meeting.
The Board of Directors recommends that you vote FOR approval of the 1999
Employee Stock Purchase Plan as set forth at Exhibit A.
OTHER INFORMATION
THIS SECTION SETS OUT OTHER INFORMATION YOU SHOULD KNOW BEFORE YOU VOTE.
TRANSACTIONS INVOLVING VISTA'S DIRECTORS AND EXECUTIVE OFFICERS
Vista encourages its directors and executive officers to have banking and
financial transactions with its bank subsidiaries. All of these transactions are
made on comparable terms and with similar interest rates as those prevailing for
other customers.
The total consolidated loans made by Vista at December 31, 1998, to its
directors and officers as a group, members of their immediate families and
companies in which they have a 10% or more ownership interest was $6.5 million
or 13.9% of Vista's total consolidated capital accounts. The largest amount for
all of these loans in 1998 was $6.5 million or 13.9% of Vista's total
consolidated capital accounts. During 1998, advances and repayments on these
loans were $9.1 million and $8.4 million, respectively. These loans did not
involve more than the normal risk of collectibility nor did they present other
unfavorable features.
11
<PAGE>
CHANGES IN THE BYLAWS
Vista changed its Bylaws: (1) to allow for the use of the internet for the
delivery to its stockholders of proxy materials, annual reports and other
communications; (2) to allow stockholders to vote by telephone or via the
internet; and (3) to conform to current New Jersey law and SEC rules with
respect to annual and special meetings of stockholders and proposals from
stockholders.
NO SIGNIFICANT LEGAL PROCEEDINGS
Vista and its bank subsidiaries are not parties to any legal proceedings that
could have any significant effect upon Vista's financial condition or income. In
addition, Vista and its bank subsidiaries are not parties to any legal
proceedings under federal and state environmental laws.
OTHER PROPOSED ACTION
The Board of Directors is not aware of any other matters to be presented at the
meeting. If any other matters should properly come before the meeting, the
persons named in the enclosed proxy form will vote the proxies in accordance
with their best judgment.
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR 2000 ANNUAL MEETING
Stockholder proposals for the 2000 Annual meeting must be received by November
22, 1999, to be considered for inclusion in Vista's 2000 Proxy Statement.
Stockholder proposals for the 2000 Annual Meeting for which the proponents do
not desire them to be included in Vista's 2000 Proxy Statement must be received
by February 5, 2000. Such proposals should be addressed to the Secretary. Under
Vista's Bylaws, notice of any stockholder nomination for director must be given
by mail or by personal delivery to the Secretary no later than 15 days in
advance of the meeting. Stockholders wishing to make nominations should contact
the Secretary as to information required to be supplied in such notice.
ADDITIONAL INFORMATION AVAILABLE
Vista files an Annual Report on Form 10-K with the SEC. Stockholders may obtain
a paper copy of this report (without exhibits), without charge, by writing to
Jill A. Pursell, Assistant Vice President and Secretary, Vista Bancorp, Inc.,
305 Roseberry Street, P.O. Box 5360, Phillipsburg, New Jersey 08865; Telephone:
(908) 859-9559.
By order of the Board of Directors
Jill A. Pursell
Assistant Vice President and Secretary
Phillipsburg, New Jersey
March 25, 1999
12
<PAGE>
EXHIBIT A
VISTA BANCORP, INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
<PAGE>
VISTA BANCORP, INC.
[LOGO]
1999 EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I - PURPOSE
Vista Bancorp, Inc. 1999 Employee Stock Purchase Plan is intended to
provide employees of Vista Bancorp, Inc. and its subsidiaries the opportunity to
acquire ownership interests in the Corporation through an investment program.
The Corporation believes that ownership of its Common Stock will motivate
employees to improve their job performance, and enhance the financial results of
the Corporation. The Plan is intended to qualify as an "employee stock purchase
plan" under ss.423 of the Internal Revenue Code, and shall be constructed so as
to extend and limit participation in a manner consistent with the requirements
thereof.
ARTICLE II - DEFINITIONS
2.01 Board
"Board" shall mean the Board of Directors of Vista Bancorp, Inc.
2.02 Code
"Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time.
2.03 Commencement Date
"Commencement Date" shall mean the date on which annual Options are
granted.
2.04 Committee
"Committee" shall mean the members of the Executive Committee of the
Corporation.
2.05 Common Stock
"Common Stock" shall mean the Common Stock, par value $.50 per share, of
Vista Bancorp, Inc.
2.06 Corporation
"Corporation" shall mean Vista Bancorp, Inc., a New Jersey corporation, and
its Subsidiary Corporations.
2.07 Employee
"Employee" shall mean any person who is employed by the Corporation for
more than one year and whose employment is 20 hours or more per week.
2.08 Option
"Option" shall mean an annual Option granted to purchase Common Stock of
the Corporation.
A-2
<PAGE>
2.09 Subsidiary Corporation
"Subsidiary Corporation" shall mean any present or future corporation that
(i) is a "subsidiary corporation" of Vista Bancorp, Inc. as that term is
defined in ss.424 of the Code and (ii) is designated as a participant in
the Plan by the Committee at the effective date or subsequently.
ARTICLE III - ELIGIBILITY AND PARTICIPATION
3.01 Initial Eligibility
Each Employee shall be eligible to participate in the Plan on or after he
becomes an Employee as defined in ss.2.07. Every Employee eligible for an Option
shall be entitled to exercise that Option for a period of not less than one
month after the date on which the Option is granted.
3.02 Restrictions on Participation
Notwithstanding any provisions of the Plan to the contrary, no Employee
shall participate in an Offering
(a) if, immediately after the Commencement Date, such Employee would own
stock, and/or hold outstanding options to purchase stock, possessing
5% or more of the total combined voting power or value of all classes
of stock of the Corporation (for purposes of this paragraph, the rules
of ss.424(d) of the Code shall apply in determining stock ownership of
any Employee);or
(b) to the extent that his rights to purchase stock under all employee
stock purchase plans of the Corporation accrue at a rate which exceeds
$25,000 in fair market value of the stock (determined at the time such
Option is granted) for each calendar year in which such Option is
outstanding.
3.03 Commencement of Participation
An eligible Employee may participate by completing an authorization for
payroll deduction form provided by the Corporation, and filing it with the
Corporation during the calendar months of March, June, September and December.
An eligible Employee may also participate by completing an exercise of Option
agreement and filing it with the Corporation along with their check payable to
the Corporation.
ARTICLE IV - GRANTING OF OPTIONS
4.01 Annual Options
Each Option granted will be equal to 8% of the Employees annualized base
salary earned by the Employee during the calendar year immediately preceding the
year in which the Options are granted.
4.02 Number of Option Shares
To determine the number of Option shares an Employee is allowed to
purchase, they must divide the Option price determined under ss.4.03 into their
Option total.
4.03 Option Price
The Option price of the Common Stock shall be the closing NASDAQ bid price
("Plan Price Per Share") on the last business day of the second week in
February, May, August and November of each year, or, if there is no reported
trade on such day, then on the most recent day preceding such day (the "Price
Date").
A-3
<PAGE>
4.04 Employee's Interest in Option Stock
The Employee shall have no rights as a shareholder with respect to any
shares covered by his Option until the date on which the Corporation records the
transfer of stock pursuant to the Plan.
ARTICLE V - PAYROLL DEDUCTIONS
5.01 Amount of Deduction
The minimum deduction will be $5 per pay period and a maximum not to exceed
the total Employee Option.
5.02 Employee's Account
Shares will be purchased on the last business day of the second week in
February, May, August, November and a final purchase on December 31. Each
employee's shareholder account will be credited with the number of whole shares
and a fractional share equal to the total amount deducted during the quarter.
5.03 Changes in Payroll Deductions
An Employee may file a new authorization for payroll deduction or alter the
amount of his current payroll deduction during the months of March, June,
September and December. An Employee may discontinue his payroll deduction under
the Plan at any time.
5.04 Leave of Absence
If an Employee goes on a leave of absence without pay, his deduction will
be suspended until he resumes his employment.
5.05 Withdrawal
An Employee may withdraw the full amount held for his account under the
Plan at any time by giving written notice to the Corporation. The balance held
for his account shall be paid to him promptly after receipt of his notice of
withdrawal, and no further deductions will be made from his pay.
VI - EXERCISE OF OPTIONS
6.01 Exercise
Employees who do not elect payroll deduction may exercise portions of their
Option during the course of the calendar year in which such Option is granted.
Employees enrolled in payroll deduction may exercise any remaining Option
balance during the calendar year as long as total price paid of all purchases
does not exceed the total Option granted. All unexercised portions of each
Option shall expire on December 31 of the year in which such Option is granted,
or upon the termination of the Employee's employment with the Corporation,
whichever is earlier.
6.02 Delivery of Stock Certificate
The Corporation shall promptly record all acquisitions of stock pursuant to
the Plan on the shareholder account of each employee and shall provide employees
with appropriate documentation of such purchase. One certificate will be issued
during the first quarter of the following calendar year for the total shares
purchased through the Plan the preceding year.
A-4
<PAGE>
6.03 Transferability of Stock
Common Stock issued pursuant to the Plan shall not be transferable, other
than to the Employee's estate or by bequest or inheritance, or incident to the
Employee's divorce, for one year after the date of purchase. After one year from
the time the Option is exercised, the stock can be sold through the securities
exchange under which it is traded or can be transferred as requested by the
employee.
6.04 Registration of Stock
Common Stock to be delivered to an Employee under the Plan shall be
registered in the name of the Employee, or, if the Employee so directs by
written notice to the Corporation prior to the Option expiration date applicable
thereto, in the names of the Employee and one such other person as may be
designated by the Employee, as joint tenants with rights of survivorship or as
tenants by the entirety, to the extent permitted by applicable law.
ARTICLE VII - WITHDRAWAL
7.01 Termination of Employment
Upon the termination of an Employee's employment for any reason, including
retirement (but excluding death while in the employ of the Corporation), all
unexercised portions of each Option shall expire.
7.02 Termination of Employment due to Death
If an employee shall die while in the employ of the Corporation, the Option
may be exercised, subject to the condition that no Option shall be exercisable
after December 31 of the year in which such Option is granted, to the extent
that the employee's right to exercise such Option had accrued pursuant to the
Plan at the time of his death and had not previously been exercised. The Option
may be so exercised by the executors or administrators of the employee or by any
person or persons who shall have acquired the Option directly from the employee
by bequest or inheritance.
VIII - ADMINISTRATION
8.01 Plan Administrator
The Plan is administered by Continental Stock Transfer & Trust Company (the
"Plan Administrator"), the Transfer Agent and Registrar for the Company. As the
Agent for participating shareholders, the Agent will administer the Plan in
accordance with the terms and conditions of the Plan.
The interpretation and construction by the Executive Committee of the Board
of Directors of any provisions of the Plan or of any Option granted under it
shall be final unless otherwise determined by the Board of Directors. No member
of the Executive Committee shall be liable for any action or determination made
in good faith with respect to the Plan or any Option granted under it.
8.02 Indemnification of Plan Administrator
The Plan Administrator shall be indemnified by the Corporation against
reasonable expenses, including attorneys' fees actually and necessarily incurred
in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therefrom, to which they or any of them may be a
party by reason of any action taken or failure to act under or in connection
with the Plan or any Option granted thereunder, and against all amounts paid by
then in settlement thereof or paid by them in satisfaction of a judgment in any
such action, suite or proceeding, except in relation to matters as to which it
shall be adjudged in such action, suit or proceeding that the Plan Administrator
is liable for gross negligence or misconduct in the performance of its duties.
A-5
<PAGE>
IX - MISCELLANEOUS
9.01 Transferability
No Option shall be transferable by the employee otherwise than by will or
the laws of descent and distribution.
9.02 Recapitalization
If, while any Options under the Plan are outstanding, the outstanding
shares of Common Stock have increased, decreased, changed into, or been
exchanged for a different number or kind of shares or securities of the
Corporation through reorganization, recapitalization, reclassification, stock
split, reverse stock split or similar transaction, appropriate and proportionate
adjustments may be made in the number and/or kind of shares which are subject to
purchase under outstanding Options and in the exercise price applicable to such
outstanding Options. In addition, in any such event, the number and/or kind of
shares which may be granted in the Options shall also be proportionately
adjusted.
9.03 Amendment and Termination
The Board shall have complete power and authority to terminate, amend or
suspend the Plan at any time without any requirement of shareholder approval if
the Board determines that such termination, amendment or suspension in the best
interest of the shareholders. No termination, amendment or suspension of the
Plan may, without the consent of an Employee than having an Option under the
Plan to purchase Common Stock, adversely affect the rights of such Employee. The
Plan shall not be amended more than once annually, other than to conform with
changes in the Code or the rules thereunder.
9.04 No Employment Rights
The Plan does not, directly or indirectly, create in any Employee or class
of Employees any right with respect to continuation of employment by the
Corporation, and it shall not be deemed to interfere in any way with the
Corporation's right to terminate, or otherwise modify, an Employee's employment
at any time.
9.05 Application of Funds
The proceeds received by the Corporation from the sale of common stock
pursuant to Options will be used for general purposes.
A-6
<PAGE>
PROXY
VISTA BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 22, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Thomas J. McGinley 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 Farley Education Center, Warren
Hospital, 185 Roseberry Street, Phillipsburg, New Jersey, on Thursday, April 22,
1999, at 9:30 a.m., prevailing time, and at any adjournment or postponement
thereof as follows:
1. Election of Class A directors.
|_| FOR all nominees listed below (except as marked to the contrary below)
|_| WITHHOLD AUTHORITY to 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.)
- --------------------------------------------------------------------------------
Nominees: Barbara Harding, Mark A. Reda and J. Marshall Wolff
- --------------------------------------------------------------------------------
2. Ratification of the selection of Rudolph, Palitz LLP, Certified Public
Accountants, as the auditors of Vista for the year ending December 31,
1999.
|_| FOR |_| AGAINST |_| ABSTAIN
3. Approval of the 1999 Employee Stock Purchase Plan.
|_| FOR |_| AGAINST |_| ABSTAIN
(Continued and to be signed on the reverse side)
2. Ratification of the selection of Rudolph, Palitz LLP, Certified Public
Accountants, as the auditors of Vista for the year ending December 31,
1999.
|_| FOR |_| AGAINST |_| ABSTAIN
3. Approval of the 1999 Employee Stock Purchase Plan.
|_| FOR |_| AGAINST |_| ABSTAIN
Nominees: John A. Parsons, Wayne M. Lee,
Maxwell F. Eveleth, Jr., W. Braun Jones, Jr.
|_| WITHHOLD authority to vote for nominee(s) specified below
4. 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.
|_| PLEASE CHECK HERE IF YOU PLAN TO ATTEND THE ANNUAL MEETING.
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 AND FOR PROPOSALS 2 AND 3.
Dated: ________________________ , 1999
______________________________________
______________________________________
Signature(s)
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.
