<PAGE> 1
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:
<TABLE>
<S> <C>
/ / 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
VISTA RESOURCES, INC.
- --------------------------------------------------------------------------------
(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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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> 2
VISTA RESOURCES, INC.
One Atlantic Center
Suite 5000
1201 W. Peachtree Street, N.W.
Atlanta, Georgia 30309
_________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 29, 1995
=============================================================================
The Annual Meeting of Stockholders of Vista Resources, Inc. ("Vista"), a
Delaware corporation, will be held at the offices of Vista, One Atlantic
Center, Suite 5000, 1201 W. Peachtree Street, N.W., Atlanta, Georgia, 30309 on
April 29, 1995 at 9:30 a.m. local time, for the following purpose:
1. To elect nine directors.
THE FORM OF PROXY ENCLOSED PROVIDES THAT NO OTHER MATTERS MAY BE CONSIDERED
OR ACTED UPON AT THE MEETING.
The Board of Directors has fixed the close of business on March 10, 1995 as
the record date. Only stockholders of record at the close of business on that
date will be entitled to notice of or to vote at the meeting. A list of
stockholders entitled to vote at the meeting will be available for inspection
by any stockholder on or after April 19, 1995 during ordinary business hours at
the office of Vista.
WE URGE YOU TO MARK YOUR PROXY, SIGN, DATE AND RETURN IT IN THE ENCLOSED
ENVELOPE AS PROMPTLY AS POSSIBLE.
BY ORDER OF THE BOARD OF DIRECTORS
MILDRED H. HUTCHESON
Corporate Secretary
Atlanta, Georgia
March 23, 1995
<PAGE> 3
VISTA RESOURCES, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 29, 1995
___________________________________________
This Proxy Statement is furnished in connection with the solicitation of
proxies, in the accompanying form, by the Board of Directors of VISTA
RESOURCES, INC. ("Vista") for use at the Annual Meeting of Stockholders of
Vista to be held at the executive offices of Vista, One Atlantic Center, Suite
5000, 1201 W. Peachtree St., N.W., Atlanta, Georgia 30309, on Saturday, April
29, 1995 at 9:30 a.m. local time and at any and all adjournments thereof.
Any proxy given pursuant to this solicitation may be revoked before it is
voted by notifying the Secretary of Vista in writing at Vista's executive
offices. In addition, any proxy may be revoked before it is voted by a duly
executed and delivered proxy bearing a later date or by attendance at the
meeting and voting in person. Unless otherwise specified in the proxy, shares
represented by proxies will be voted for the election of the nominees listed
herein.
On or about March 23, 1995, this Proxy Statement and the accompanying form
of proxy will be mailed to each stockholder of record as of the close of
business on March 10, 1995.
VOTING SECURITIES
Only stockholders of record at the close of business on March 10, 1995,
are entitled to vote at the meeting. As of March 10, 1995, Vista had
outstanding and entitled to vote, 3,762,424 shares of its Common Stock, par
value $2.50 per share ("Common Stock"), each of which is entitled to one vote
on the proposal at the meeting. A majority of all the outstanding shares of
Common Stock constitutes a quorum at the meeting.
ELECTION OF DIRECTORS
At the meeting, nine directors will be elected, by a plurality vote, to
hold office for a term of one year or until their successors are elected and
qualified. Accordingly, withholding authority to vote with respect to one or
more nominees will have no effect on the outcome of the election. Unless
contrary instructions are given, the proxies given pursuant to this
solicitation will be voted for the nine nominees listed herein. If for any
reason a nominee is unable to serve, the proxies may substitute a nominee
proposed by the Board of Directors of Vista.
NOMINEES
The names of the nominees, together with certain information furnished by
them, are as follows:
J. B. FUQUA, age 76, has been Chairman of the Board of Vista since April
1989 and is a member of the Executive Committee. From July 1989 to March 1991,
he served as Senior Chairman of Fuqua Industries, Inc., a diversified holding
company; prior to that he was the Chairman of the Board and Chief Executive
Officer of Fuqua Industries, Inc. from September 1965 to July 1989.
J. REX FUQUA, age 45, has been a director of Vista since April 1989 and is
a member of the Executive Committee and the Stock Option Committee. Since
1985, he has been President and Chief Executive Officer of Realan Capital
Corporation, a privately held investment corporation, headquartered in Atlanta,
Georgia. He also serves as President of Fuqua Capital Corporation, a privately
held investment management corporation, owned by J. Rex Fuqua and J. B. Fuqua.
He is the son of J. B. Fuqua, Chairman of the Board of Vista.
W. CLAY HAMNER, age 49, has been a director of Vista since April 1989 and
is a member of the Audit and Stock Option Committees. Since 1986, he has been
President and Chief Executive Officer of Montrose Capital Corporation, a
privately held investment corporation, headquartered in Durham, North Carolina.
Montrose Capital Corporation and its affiliates invest in special equity
situations, venture capital and real estate. He is also a director of Wendy's
International, Inc., a fast food chain, and Interstate/Johnson Lane
Corporation, a regional investment banker, located in Charlotte, North
Carolina.
<PAGE> 4
FRANK W. HULSE IV, age 47, has been a director of Vista since April 1994.
Since February 1983, he has been a principal in River Capital, Inc., a
privately held investment corporation located in Atlanta, Georgia, which
acquires operating companies throughout the South. He is also a director of
American Consumer Products, located in Solon, Ohio.
RICHARD C. LAROCHELLE, age 49, has been a director of Vista since January
1992. He has been President and Chief Executive Officer of Vista's
wholly-owned subsidiary, Irving Tanning Company ("Irving Tanning"), a
manufacturer of cowhide and split leather, located in Hartland, Maine, since
January 1992; prior to that, he served as President of Irving Tanning from
August 1982; he also served as President of Vista's wholly-owned subsidiary,
Kroy Tanning Company, Incorporated, a manufacturer of lambskin, located in East
Wilton, Maine, from May 1984 until January 1992 when he was elected Chairman
and Chief Executive Officer.
SAMUEL W. NORWOOD III, age 53, has been the President and Chief Executive
Officer and a director since January 1991. He is also a member of the
Executive Committee. From May 1989 to July 1990, he served as Vice
President-Finance and a director of Williams Service Group, Inc., a corporation
engaged in contracting for industrial and environmental services, located in
Atlanta, Georgia. From January 1979 to April 1989, he served as Vice
President-Corporate Development for Fuqua Industries, Inc.
CLARK L. REED, JR., age 53, has been a director of Vista since October
1990 and is a member of the Stock Option Committee. Since July 1994 he has
served as Vice Chairman of United American Bank, Memphis, Tennessee. From
November 1993 to July 1994, he was a private investor. From July 1982 to
November 1993, he served as President and Chief Executive Officer of Synovus
Securities, Inc. ("Synovus Securities"), a full service brokerage firm located
in Columbus, Georgia and an affiliate of Synovus Financial Corp., a regional
investment banker. See "Other Matters" regarding Mr. Reed's involvement in
certain legal matters.
D. RAYMOND RIDDLE, age 61, has been a director of Vista since May 1993 and
is a member of the Audit Committee. Since September 1994, he has served as
Chairman of the Board of National Service Industries, Inc. and prior to that;
from January 1993 to September 1994, he served as President and Chief Executive
Officer and a member of the Board of Directors of National Service Industries,
Inc. ("National"), a diversified holding company, located in Atlanta, Georgia.
From 1987 to January 1993 he served as President and Chief Executive Officer
and a director of Wachovia Corporation of Georgia and its lead bank, Wachovia
Bank of Georgia, N.A., subsidiaries of Wachovia Corp., a regional bank holding
company. He is also a director of Atlanta Gas Light Company, a gas utility
distributor, Atlantic American Corporation, an insurance holding company, and
Equifax, Inc., an information service company. All three companies are located
in Atlanta, Georgia.
ROY S. THOMPSON, JR., age 77, has been a director of Vista since October
1991. He has been Chairman of the Board of Vista's wholly-owned subsidiary,
American Southern Insurance Company ("American Southern"), a property and
casualty insurance company, headquartered in Atlanta, Georgia, since 1977 and
served as President from 1953 to 1978.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES SET FORTH ABOVE.
INFORMATION CONCERNING THE BOARD AND ITS COMMITTEES
During the year ended December 31, 1994, the Board of Directors held five
meetings and took one action by unanimous written consent. All directors
attended 75% or more of the combined total of the Board of Directors meetings
and of all committee meetings on which they served.
The Board of Directors has an Audit Committee, Executive Committee and a
Stock Option Committee. The Board has no Compensation Committee or Nominating
Committee.
The Audit Committee (a) recommends independent public accountants to act
as auditors, (b) considers the scope and preparation of the audit and (c)
considers other matters relating to the audit and financial statements. The
Audit Committee is composed of Messrs. W. Clay Hamner, Frank W. Hulse IV and D.
Raymond Riddle. The Audit Committee held three meetings during 1994.
2
<PAGE> 5
The Executive Committee, which is composed of Messrs. J. B. Fuqua, J. Rex
Fuqua and Samuel W. Norwood III, may exercise all of the powers of the Board
of Directors in the management of the business and affairs of Vista. Every
action taken by the Executive Committee shall be reported to and ratified by
the Board of Directors at its next meeting following such action. During 1994,
the Executive Committee did not hold any meetings, but took twelve actions by
unanimous written consent, all of which were subsequently ratified by the Board
of Directors.
The Stock Option Committee administers the 1989 and 1992 Stock Option
Plans and is authorized, on behalf of Vista, to grant stock options under such
plans. The Stock Option Committee is composed of Messrs. J. Rex Fuqua, W. Clay
Hamner and Clark L. Reed, Jr. The Stock Option Committee did not hold any
meetings, but took three actions by unanimous written consent, all of which
were subsequently ratified by the Board of Directors.
FEES FOR DIRECTORS
Directors who are not officers of Vista receive an annual director's fee
of $12,000. Directors who are members of the Audit or Stock Option Committees
receive an additional fee of $3,000 per annum for services on each committee.
See the third paragraph under "Transactions with Management", which information
is incorporated herein by reference.
OWNERSHIP OF COMMON STOCK BY DIRECTORS AND EXECUTIVE OFFICERS
Vista's directors, nominees and executive officers, all of whom are named
in the Summary Compensation Table, (and all present directors and executive
officers as a group) have beneficial ownership of the number of shares of
Common Stock indicated in the following table and its footnotes. Unless
otherwise indicated in the footnotes, each such individual has sole voting and
investment power with respect to the shares set forth in the table.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED AS PERCENT OF
NAME AND ADDRESS(1) OF MARCH 10, 1995 CLASS
<S> <C> <C>
J. B. Fuqua(2) 873,615 23%
J. Rex Fuqua(3) 605,840 16%
W. Clay Hamner 1,272 *
Frank W. Hulse IV 1,000 *
John J. Huntz, Jr. 100 *
Richard C. Larochelle(4),(5) 39,425 1%
Brady W. Mullinax, Jr. 1,000 *
Samuel W. Norwood III(4) 68,264 2%
Clark L. Reed, Jr. 2,000 *
D. Raymond Riddle 2,000 *
Roy S. Thompson, Jr.(4) 8,500 *
All present Directors and
Executive Officers as a 1,533,318 40%
Group, including those named
above (11 persons)
</TABLE>
* Less than 1% of class.
(1) Each person listed has an address in care of Vista, One Atlantic Center,
Suite 5000, 1201 W. Peachtree Street, NW, Atlanta, Georgia 30309.
(2) Of the shares shown for J. B. Fuqua, 321,685 shares are held by two trusts
for the benefit of grandchildren of Mr. Fuqua (who are minor children of
J. Rex Fuqua) of which J. B. Fuqua is the trustee; and 69,698 shares are
owned by The J. B. Fuqua Foundation, Inc., a charitable corporation of
which J. B. Fuqua is a director and officer. J. B. Fuqua has shared
voting and investment power with respect to the shares owned by such
foundation and disclaims beneficial ownership of such shares.
3
<PAGE> 6
(3) Of the shares shown for J. Rex Fuqua, 69,698 shares are owned by The J. B.
Fuqua Foundation, Inc. of which he is a director and officer. He has
shared voting and investment power with respect to the shares owned by
such foundation and disclaims beneficial ownership of such shares. The
shares are not duplicated in the percentage calculations for officers and
directors as a group.
(4) The number of shares shown for Messrs. Larochelle, Mullinax, Norwood
and Thompson includes 32,000 shares, 1,000 shares, 60,500 shares and 7,500
shares, respectively, which are issuable upon exercise of presently
exercisable stock options, and the number of shares shown for directors
and executive officers as a group includes an aggregate of 101,000 shares
which are issuable upon exercise of options which are presently
exercisable or which become exercisable within the next 60 days.
(5) Of the shares shown for Mr. Larochelle, 1,800 shares are owned by a trust
for the benefit of his children. His wife is the trustee and he disclaims
any beneficial ownership.
(6) Under the securities laws of the United States, Vista's directors and
executive officers, and any persons holding more than 10 percent of
Vista's Common Stock, are required to report their ownership of Vista's
Common Stock and any changes in that ownership, on a timely basis, to the
Securities and Exchange Commission. Based on material provided to Vista,
all such required reports were filed on a timely basis in 1994.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF COMPENSATION
The following table sets forth all cash compensation paid or accrued by
Vista to the Chairman of the Board, Chief Executive Officer and the other two
executive officers of Vista as well as the total compensation paid to each
individual in the last three years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
===================================================================================================================
LONG TERM COMPENSATION
-------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------- --------------------- -------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
OTHER ALL
ANNUAL RESTRICTED OTHER
NAME & COMPEN- STOCK OPTIONS/ LTIP COMPEN-
PRINCIPAL SALARY BONUS SATION AWARD(S) SARS PAYOUTS SATION
POSITION YEAR ($) ($) ($)(1) ($) (#) ($) ($)
===================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
J. B. Fuqua, Chairman of 1994 $150,000 $72,000 $8,135(2)
the Board 1993 150,000 72,000
1992 150,000 72,000
Samuel W. Norwood III, 1994 200,000 $50,000 12,000 1,998(3)
Director, President and 1993 180,000 100,000 12,000 4,392(3)
Chief Executive Officer 1992 180,000 100,000 12,000 4,640(3)
John J. Huntz, Jr.(4) 1994 137,500 10,000 10,000 1,268(3)
Senior Vice President 1993 -
1992 -
Brady W. Mullinax, Jr.(4) 1994 154,500 10,000 10,000 1,874(3)
Vice President- 1993 -
Finance, Treasurer & 1992 -
Chief Financial Officer
===================================================================================================================
</TABLE>
(1) See Transactions with Management.
(2) Covers use of automobile provided by a subsidiary.
(3) Consists of life insurance premiums paid by Vista and amounts reimbursed
for spouse travel.
(4) Mr. Huntz's and Mr. Mullinax's employment began February 1, 1994 and March
30, 1994, respectively, at an annual salary rate of $150,000. Prior to
March 30, 1994, Mr. Mullinax received $42,000 for his services as a
consultant to Vista.
4
<PAGE> 7
OPTION/SAR GRANTS IN LAST FISCAL YEAR
In 1994, the Stock Option Committee granted options totaling 20,000 shares
under Vista's 1992 Stock Option Plan. The following table contains information
concerning the grant of stock options in 1994 to the Executive Officers named
in the Summary Compensation Table:
OPTION/SAR GRANTS IN 1994
<TABLE>
<CAPTION>
=======================================================================================================================
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
- -------------------------------------------------------------------------------------- AT ASSUMED ANNUAL RATES
% EXERCISE OF STOCK PRICE APPRECIATION
OPTIONS/SARS OF TOTAL OPTIONS/SARS OF FOR OPTION TERM(2)
GRANTED GRANTED TO EMPLOYEES BASE PRICE EXPIRATION ---------------------------
NAME (#) IN FISCAL YEAR ($/SHARE)(1) DATE 5% ($) 10% ($)
(A) (B) (C) (D) (E) (F) (G)
=======================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
John J. Huntz, Jr. 10,000 50% $20.625 10-7-01 $70,150 $159,150
Brady W. 5,000 25% 21.000 4-5-01 35,715 81,015
Mullinax, Jr. 5,000 25% 20.625 10-7-01 35,075 79,575
=======================================================================================================================
</TABLE>
(1) The option holder has the right to pay the exercise price by delivering
previously acquired shares of the Company's Common Stock, and to have
shares withheld to satisfy withholding requirements in connection with the
exercise of options. Options are non-transferrable other than by will or
the laws of descent and distribution.
(2) The Potential Realizable Value set forth in the table is mandated by the
rules of the Securities and Exchange Commission. Vista does not assure
that these rates of appreciation will be achieved over the terms of the
options. However, any rates of appreciation that are achieved will
benefit all Vista stockholders.
OPTION/SAR EXERCISES IN LAST FISCAL YEAR
The following table sets forth information in regard to the executive
officers named in the Summary Compensation Table with respect to option
exercises during 1994 and fiscal year end option values:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTIONS/SAR VALUES
<TABLE>
<CAPTION>
==============================================================================================================
(A) (B) (C) (D) (E)
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS IN-THE-MONEY
SHARES AT FISCAL YEAR-END OPTIONS/SARS AT
ACQUIRED (#) FISCAL YEAR-END ($)*
ON VALUE ------ -----
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
==============================================================================================================
<S> <C> <C> <C> <C> <C> <C>
J. B. Fuqua - - - -
Samuel W. Norwood III - - 60,500 E $726,000 E
- U - U
John J. Huntz, Jr. - - - E - E
10,000 U - U
Brady W. Mullinax, Jr. - - 1,000 E - E
4,000 U - U
- - - E - E
5,000 U - U
==============================================================================================================
</TABLE>
* Values are calculated by subtracting the exercise price from the fair market
value of the stock as of year end.
5
<PAGE> 8
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Vista does not have a Compensation Committee of the Board of Directors. The
Board of Directors establishes the compensation of the Chairman of the Board as
well as the President and Chief Executive Officer, after considering the
recommendations of the Executive Committee of the Board of Directors. The
Chairman and the President and Chief Executive Officer, acting jointly, make
decisions regarding the compensation of other executive officers of Vista,
which is approved by the Executive Committee and ratified by the Board of
Directors. During the last fiscal year, J. B. Fuqua, Samuel W. Norwood III,
Richard C. Larochelle and Roy S. Thompson, Jr. each of whom is a director and
either an officer of Vista or one of its subsidiaries, participated in
deliberations of the Board of Directors concerning executive officer
compensation. Stock options are granted by the Stock Option Committee based
upon recommendations of the Executive Committee and are ratified by the Board of
Directors.
See the first three paragraphs under "Transactions with Management", which
information is incorporated herein by reference.
There are no interlocks required to be disclosed.
REPORT ON EXECUTIVE COMPENSATION
The following report is not subject to incorporation by reference in any
filings heretofore or hereafter made by Vista under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended.
Executive Compensation Policy: Vista's overall compensation policy is to
attract, retain and motivate highly qualified executives through a combination
of salary, bonus, stock options and benefits that are competitive in the
executive market, commensurate with the challenges and responsibilities of the
individual employee and oriented to reward achievement in the development and
defense of rising corporate financial value and other operational and strategic
objectives of the corporation. Vista's policy is to provide a relatively
stable base salary and highly variable bonuses related to achievement of
objectives. Additionally, Vista provides stock options, generally with vesting
over three to five years, with an exercise price equal to the market price of
Vista Common Stock on the date of grant. Such options are granted for the
purposes of aligning executive motivation with the assumed objectives of the
investors (high return on investment through increasing market value of the
Common Stock), retaining successful executives for long term commitment, and
permitting executives to share meaningfully in the value that they create for
all stockholders.
Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to public companies for compensation over $1 million
paid to any of the company's chief executive officer and four most highly
compensated executive officers. Certain performance-based compensation,
however, is specifically exempt from the deduction limit. Vista believes that
it does not have compensation arrangements that could reasonably be expected to
exceed the deductible limit. Accordingly, Vista does not have a policy that
requires or encourages the Board of Directors to limit executive compensation
to that deductible under Section 162(m) of the Internal Revenue Code. If
executive compensation should ever approach the deduction limit, the Board of
Directors will consider various alternatives for preserving the deductibility
of compensation payments and benefits to the extent reasonably practical and to
the extent consistent with its other compensation objectives.
Compensation of the Chief Executive Officer: Mr. Norwood's base salary was
$200,000 and his bonus for 1994 was $50,000 based on Vista's performance in two
primary financial measures: earnings per share before benefit of cumulative
effect of accounting change increased 19% in 1994 over 1993 and Vista's return
on beginning stockholders' equity was 17% in 1994.
BOARD OF DIRECTORS
J. B. Fuqua Clark L. Reed,Jr.
J. Rex Fuqua D. Raymond Riddle
W. Clay Hamner Richard C. Larochelle
Frank W. Hulse IV Roy S. Thompson, Jr.
Samuel W. Norwood III
6
<PAGE> 9
TRANSACTIONS WITH MANAGEMENT
Pursuant to a Management Agreement ("Agreement") between Vista and Fuqua
Capital Corporation ("Capital"), a Georgia corporation, dated as of April 10,
1989, as amended, Capital provides certain administrative, investment and other
management services to Vista and its subsidiaries and receives compensation for
its services. In September 1994, Vista amended the Agreement with Capital to
extend services through June 1, 2000 for a management fee of $360,000 for each
year of the noncancellable term. During 1994, Capital received aggregate
payments of $360,000 under the Agreement. Messrs. J. B. Fuqua and J. Rex Fuqua
are the sole shareholders of Capital.
In October 1994, Vista amended its lease for corporate office space to
extend the term for five years. Concurrently, Vista entered into a new
sublease with a similar five year term with Capital for the portion of space
which Capital uses. The sublease provides that if Vista moves out of the space
it shares with Capital, or there is a change in control of Vista, Capital has
the option of taking over the area now occupied by Vista at terms favorable to
Capital.
Messrs. J. Rex Fuqua, Norwood and Reed, each of whom is a director of
Vista's subsidiary, American Southern, received from American Southern $12,000
for serving on the subsidiary's Board of Directors during 1994. In addition,
J. B. Fuqua, also a director, did not receive a director's fee, but received
$72,000 from American Southern for services as a management and investment
consultant and $8,135 for use of an automobile provided by American Southern
during 1994. These amounts are included in Column "e" and "i" of the Summary
Compensation Table.
On January 4, 1994, Carl J. Simon, Vista's former Vice President-Finance,
passed away. During 1994, Vista paid $185,000 to Mr. Simon's widow. No
payments will be made in 1995 or thereafter.
7
<PAGE> 10
COMPANY PERFORMANCE
The following line graph compares Vista's cumulative stockholder returns on
an indexed basis with the S&P 500 Stock Index, the Ibbotson Small Company Index
and the Russell 2000 Index assuming reinvestment of dividends during the five
year period ended December 31, 1994.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
(Graph)
<TABLE>
<CAPTION>
===========================================================================================================
1989 1990 1991 1992 1993 1994
===========================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Vista Resources, Inc. 100 57 61 104 139 131
- -----------------------------------------------------------------------------------------------------------
Standard & Poor's 500 Index 100 97 126 136 150 152
- -----------------------------------------------------------------------------------------------------------
Ibbotson Small Company Index 100 79 115 141 171 176
- -----------------------------------------------------------------------------------------------------------
Russell 2000 Index 100 81 118 140 169 166
===========================================================================================================
</TABLE>
The stock performance graph above assumes that $100 was invested on December
31, 1989 in each of Vista, the S&P 500 Index, the Ibbotson Small Company Index
and the Russell 2000 Index. The S&P 500 Index represents the changing value of
the companies participating in the S&P 500 Index. The Ibbotson Small Company
Index represents the changing value of the smallest one-fifth of companies
traded on the New York Stock Exchange, where Vista's stock is traded. The
Russell 2000 Index represents the changing value of 2,000 public companies that
are smaller than the 1,000 largest. Vista is included in both the Russell
2,000 Index and the Ibottson Small Company Index.
8
<PAGE> 11
SELECTION OF INDEPENDENT AUDITORS
Ernst & Young LLP, a firm of independent auditors, was engaged by Vista to
examine its financial statements for 1994. The appointment of auditors is
approved annually by the Board of Directors. The decision of the Board is
based on the recommendation of the Audit Committee. Ernst & Young LLP has been
appointed Vista's independent auditors for 1995. A representative of Ernst &
Young LLP is expected to be present at the meeting and will have the
opportunity to make a statement if he desires to do so. He will also be
available to respond to appropriate questions from stockholders.
STOCKHOLDER PROPOSALS AT VISTA'S NEXT
ANNUAL MEETING OF STOCKHOLDERS
Stockholders of Vista who intend to submit proposals to Vista's stockholders
at Vista's next annual meeting of stockholders must submit such proposals to
Vista no later than November 25, 1995. Stockholder proposals should be
submitted to Mildred H. Hutcheson, Corporate Secretary, Vista Resources, Inc.,
One Atlantic Center, Suite 5000, 1201 W. Peachtree Street, N.W., Atlanta,
Georgia 30309. In order to be eligible to submit a proposal, a stockholder
must at the time of submission of the proposal be the owner of record or
beneficially of at least $1,000 in market value of securities entitled to be
voted at the meeting and have held such securities for at least one year. In
addition, such stockholder must continue to own securities in at least such
amount through the date on which the next annual meeting is held.
OTHER MATTERS
In July 1994, the Securities and Exchange Commission (the "Commission")
issued an order initiating an administrative proceeding against Clark L. Reed,
Jr. and his former employer, Synovus Securities, Inc. ("Synovus"), alleging
that from 1988 to 1991 certain of Mr. Reed's and Synovus's activities were in
violation of the federal securities laws and Commission regulations.
Specifically, the Commission claimed that Synovus and Mr. Reed, in his capacity
as President of Synovus, engaged in activities in connection with municipal
securities trades that resulted in customers of Synovus being deprived of the
best price terms for their transactions. Without admitting or denying the
Commission's allegations, Mr. Reed consented to the Commission's order, was
barred from association with any broker, dealer, municipal securities dealer,
investment adviser or investment company, with a right to reapply after 18
months, was fined $50,000 and was ordered to cease-and-desist from further
violations.
The cost of solicitation of proxies will be borne by Vista. In order to
assure that more than the minimum of 50% of the outstanding shares required for
a quorum are represented by proxies, proxy solicitation may also be made
personally or by telephone or telegram by officers or employees of Vista,
without added compensation. Vista will reimburse brokers, custodians and
nominees for their expenses in sending proxies and proxy material to beneficial
owners.
VISTA WILL PROVIDE WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K FOR THE YEAR 1994, INCLUDING
THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, ON THE WRITTEN REQUEST OF THE
BENEFICIAL OWNER OF ANY SHARES OF ITS COMMON STOCK ON MARCH 10, 1995, PROVIDED
THAT SUCH REQUEST SETS FORTH A GOOD FAITH REPRESENTATION THAT, AS OF SUCH DATE,
THE PERSON MAKING THE REQUEST WAS A BENEFICIAL OWNER OF COMMON STOCK OF VISTA.
THE WRITTEN REQUEST SHOULD BE DIRECTED TO: MILDRED H. HUTCHESON, CORPORATE
SECRETARY, VISTA RESOURCES, INC., ONE ATLANTIC CENTER, SUITE 5000, 1201 W.
PEACHTREE STREET, N.W., ATLANTA, GEORGIA 30309.
9
<PAGE> 12
APPENDIX A
PROXY CARD
<TABLE>
<S> <C>
VISTA RESOURCES, INC.
PLEASE MARK, PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF VISTA RESOURCES, INC., A
SIGN DATE DELAWARE CORPORATION (THE "COMPANY"), FOR THE ANNUAL MEETING
AND RETURN OF STOCKHOLDERS ON APRIL 29, 1995
THE PROXY
CARD The undersigned hereby appoints J. B. Fuqua, J. Rex Fuqua and Mildred H. Hutcheson and
PROMPTLY each of them, his proxies with full powers of substitution, to vote all shares of
USING Common Stock of the Company owned by the undersigned at the Annual Meeting of
THE ENCLOSED Stockholders to be held at the offices of the Company, One Atlantic Center, Suite
ENVELOPE 5000, 1201 W. Peachtree Street, N.W., Atlanta, Georgia, 30309 on April 29, 1995, at
9:30 a.m. local time, and at any adjournments thereof, solely on the terms of business
as set forth in the Notice of Meeting.
Dated ,1995
----------------------------
--------------------------------------
--------------------------------------
Signature of Stockholder
THIS PROXY MUST BE SIGNED
EXACTLY AS NAME APPEARS HEREON
Executors, administrators, trustees,
(over) etc. should give full title as such.
If the signer is a corporation, please
sign full corporate name by duly
authorized officer.
</TABLE>
This proxy when properly executed will be voted in the manner directed
herein by the stockholder. If no direction is made, this proxy will be
voted for the election of nine directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES.
1. Election of Directors
Nominees: J. B. Fuqua, J. Rex Fuqua, W. Clay Hamner, Frank W. Hulse IV,
Richard C. Larochelle, Samuel W. Norwood III, Clark, L. Reed, Jr.,
D. Raymond Riddle and Roy S. Thompson, Jr.
[ ] VOTE FOR all nominees listed above, except vote withheld from the
following nominees (if any).
[ ] VOTE WITHHELD from all nominees.
NO OTHER MATTERS MAY BE CONSIDERED OR ACTED UPON AT THE MEETING
