VISTA INFORMATION SOLUTIONS INC, DEF 14A, 1998-09-30

VISTA INFORMATION SOLUTIONS INC
DEF 14A, 1998-09-30
BUSINESS SERVICES, NEC

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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to '240.14a-11(c) or '240.14a-12

VISTA INFORMATION SOLUTIONS, INC.
(Name of Registrant as Specified In Its Charter)

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:

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2) Aggregate number of securities to which transaction applies:

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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):

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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[ ] Fee paid 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:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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<PAGE>

VISTA INFORMATION SOLUTIONS, INC.,

--------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

October 27, 1998

---------------------------

The Annual Meeting of the Stockholders of VISTA Information Solutions,
Inc., a Delaware corporation (the "Company"), will be held at the La Jolla
Marriott located at 4249 La Jolla Village Drive, San Diego, California,
beginning at 2:00 p.m. on October 27, 1998, for the following purposes:

1. To elect seven persons to serve as directors of the Company until the
next Annual Meeting of Stockholders or until their respective
successors shall be elected and qualified.

2. To transact such other business as may properly come before the Annual
Meeting.

The record date for determination of the stockholders entitled to notice of
and to vote at the Annual Meeting and any adjournments thereof is the close of
business on September 18, 1998. For ten days prior to the meeting, a complete
list of the stockholders entitled to vote at the meeting will be available at
the offices of the Company for examination during business hours by any
stockholder for any purpose relating to the meeting.

Whether or not you expect to attend the Annual Meeting in person, please
complete, sign, date and promptly return the enclosed proxy in the envelope
provided, which requires no postage if mailed in the United States.

By Order of the Board of Directors

/s/ E. Stevens Hamilton

E. Stevens Hamilton
CHIEF FINANCIAL OFFICER AND SECRETARY

September 25, 1998
San Diego, California

<PAGE>

VISTA INFORMATION SOLUTIONS, INC.
5060 SHOREHAM PLACE
SAN DIEGO, CALIFORNIA 92122

PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD October 27, 1998

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of VISTA Information Solutions, Inc.
(the "Company") to be voted at the Annual Meeting of Stockholders to be held
October 27, 1998, and any adjournment thereof (the "Annual Meeting"). The
Annual Meeting will be held at the La Jolla Marriott located at 4249 La Jolla
Village Drive, San Diego, California, on October 27, 1998 at 2:00 p.m., local
time. The Company expects that this proxy material will be mailed to
shareholders on or about September 25, 1998.

A Proxy Card is enclosed for your use. You are solicited on behalf of the
Board of Directors to SIGN AND RETURN THE PROXY CARD IN THE ACCOMPANYING
ENVELOPE. No postage is required if mailed within the United States. The cost
of soliciting proxies, including the preparation, assembly and mailing of
proxies and soliciting material, as well as the cost of forwarding such material
to the beneficial owners of the Company's outstanding stock will be borne by the
Company. Directors, officers and regular employees of the Company may, without
compensation other than their regular compensation, solicit proxies by
telephone, telegraph or personal conversation. The Company may reimburse
brokerage firms and others for expenses in forwarding proxy materials to the
beneficial owners of the Company's outstanding stock.

Any stockholder giving a proxy may revoke it at any time prior to its use
at the Annual Meeting either by giving written notice of such revocation to the
Secretary of the Company, by filing a duly executed proxy bearing a later date
with the Secretary of the Company, or by appearing at the Annual Meeting and
filing written notice of revocation with the Secretary of the Company prior to
use of the proxy. Proxies will be voted as specified by stockholders. Proxies
that are signed by stockholders but that lack any such specification will be
voted, subject to limitations set forth under the heading "Voting of Shares," in
favor of the election of each of the nominees set forth in this Proxy Statement
and in the discretion of the Proxy holders as to any other proposals that may be
presented at the Annual Meeting.

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR EACH OF THE NOMINEES
CONTAINED IN THIS PROXY STATEMENT.

VOTING OF SHARES

The securities which can be voted at the Annual Meeting consist of the
Company's Common Stock, par value $0.001 per share ("Common Stock"), Series B
Convertible Preferred Stock, par value $0.001 per share (the "Series B
Preferred"), Series C Convertible Preferred Stock, par value $0.001 per share
(the "Series C Preferred"), Series D Convertible Preferred Stock, par value
$0.001 per share (the "Series D Preferred"), Series E Convertible Preferred
Stock, par value $0.001 per share (the "Series E Preferred"), and Series F
Convertible Preferred Stock, par value $0.001 per share (the "Series F
Preferred") (the Series B Preferred, Series C Preferred, Series D Preferred,
Series E Preferred and Series F Preferred are collectively referred to
hereinafter as the "Preferred Stock"). Each share of Common Stock entitles its
owner to one vote on each matter submitted to the stockholders at the Annual
Meeting. Each share of Preferred Stock entitles its owner to one vote for each
of the underlying shares of Common Stock into which the Preferred Stock is
convertible ("Common Stock Equivalents") on each matter submitted to the
stockholders at the Annual Meeting. The shares of Series B Preferred, Series C
Preferred and Series D Preferred are

1
<PAGE>

currently convertible to Common Stock at the rate of 5.2965 shares of Common
Stock for each share of Preferred Stock. The shares of Series E Preferred Stock
are currently convertible into Common Stock at the rate of 250 shares of Common
Stock for each share of Series E Preferred Stock. The shares of Series F
Preferred Stock are currently convertible into Common Stock at the rate of
156.986 shares of Common Stock for each share of Series F Preferred Stock.
Holders of shares of Common Stock and Preferred Stock are not entitled to
cumulate voting rights.

The record date for determining the holders of Common Stock and Preferred
Stock entitled to notice of and to vote at the Annual Meeting is September 18,
1998. On the record date, 10,880,693 shares of Common Stock were outstanding
and eligible to be voted at the Special Meeting and 625,384 shares of Preferred
Stock (equal to 3,312,346 Common Stock Equivalents) were outstanding and
eligible to be voted at the Annual Meeting. The holders of a majority of the
shares entitled to vote, either represented in person or by proxy at the Annual
Meeting, will constitute a quorum for the transaction of business. In general,
shares of Common Stock and Preferred Stock represented by a properly signed and
returned proxy card will be counted as shares present and entitled to vote at
the Annual Meeting for purposes of determining a quorum, without regard to
whether the card reflects abstentions (or is left blank) or reflects a "broker
non-vote" on a matter (i.e., a card returned by a broker because voting
instructions have not been received and the broker has no discretionary
authority to vote).

Directors will be elected by a favorable vote of a plurality of the shares
present and entitled to vote. Accordingly, abstentions or "broker non-votes" as
to the election of directors will not affect the election of the candidates
receiving the plurality of votes.

PRINCIPAL STOCKHOLDERS AND BENEFICIAL OWNERSHIP
OF MANAGEMENT

COMMON STOCK AND COMMON STOCK EQUIVALENTS

The following table sets forth information regarding the beneficial
ownership of Common Stock and Common Stock Equivalents of the Company as of
September 21, 1998 (a) by each shareholder who is known by the Company to own
beneficially more than 5% of the outstanding Common Stock and Common Stock
Equivalents or the combined total voting power of all classes of capital stock
of the Company on a fully diluted, as converted basis, (b) by each director,
(c) by the Chief Executive Officer and the two other executive officers named in
the Summary Compensation Table (the "Designated Executive Officers"), and (d) by
all executive officers and directors of the Company as a group.

NUMBER OF PERCENT OF CLASS
SHARES BENEFICIALLY OWNED(2)
NAME OWNED(1)
- -------------------------------------------------------------------------------------------------

<S> <C> <C>
Paul S. Bachow................................. 1,972,270 (3) 17.9%
3 Bala Plaza East
Suite 502
Bala Cynwyd, PA 19004

Paul S. Bachow Co-Investment Fund, L.P. ....... 1,398,897 (4) 12.7%
3 Bala Plaza East
Suite 502
Bala Cynwyd, PA 19004

2
<PAGE>

Sunwestern Managers, Inc. ..................... 836,653 (5) 7.6%
Three Forest Plaza
Suite 1300
12221 Merit Drive
Dallas, TX 75251

Martin F. Kahn................................. 115,893 (6) 1.1%
Cadence Information Associates
767 Fifth Avenue
43rd Floor
New York, NY 10153

Thomas R. Gay.................................. 1,116,471 (7) 10.1%
5060 Shoreham Place
Suite 300
San Diego, CA 92122

Earl Gallegos.................................. 5,000 (8) *
4785 Nomad Drive
Woodland Hills, CA 91364

Jay D. Seid.................................... 1,398,897 (9) 12.7%
3 Bala Plaza East
Suite 502
Bala Cynwyd, PA 19004

Patrick A. Rivelli............................. 842,987 (10) 7.6%
Three Forest Plaza, Suite 1300
12221 Merit Dr.
Dallas, TX 75251

Richard J. Freeman............................. 594,075 (11) 5.4%
Century Capital Management
One Liberty Square
Boston, MA 02109

Century Capital Partners, L. P. ............... 594,075 (12) 5.4%
Century Capital Management
One Liberty Square
Boston, MA 02109

First Century Partnership III ................. 817,970 (13) 7.4%
One Palmer Square, Suite 425
Princeton, NJ 08542

SIRROM Capital Corporation..................... 1,596,481 (14) 14.5%
500 Church St., #200
Nashville, TN 37219

Craig MacNab................................... 1,596,481 (15) 14.5%
500 Church St., #200
Nashville, TN 37219

<PAGE>

Robert Boscamp................................. 7,500 (16) *

Rho Management Partners L.P. .................. 876,064 (17) 7.9%
767 Fifth Avenue
New York, NY 10153

E. Stevens Hamilton............................ 50,000 (18) *
5060 Shoreham Place, #300
San Diego, CA 92122

Howard Shuster................................. 33,333 (19) *
5060 Shoreham Place, #300
San Diego, CA 92122

All current directors and executive officers as 3,479,927 (6) (7) (8) (9) 31.6%
a group (11 persons)........................... (10) (11) (12) (13) (18) (20)
</TABLE>

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*Less than l%.

(1) Unless otherwise noted, all of the shares shown are held by individuals
or entities possessing sole voting and investment power with respect to
such shares. These numbers include shares deemed beneficially owned by
virtue of the right of a person to acquire them within 60 days, whether
by the exercise of options or warrants or the conversion of Preferred
Stock into Common Stock.

(2) The "Percent of Class Owned" is calculated by dividing the "Number of
Shares Beneficially Owned" by the sum of (i) the total outstanding shares
of Common Stock of the Company and (ii) shares of Common Stock that such
person has the right to acquire within 60 days, whether by the exercise
of options or warrants or the conversion of Preferred Stock into Common
Stock.

(3) Includes 1,398,897 shares of Common Stock beneficially owned by Paul S.
Bachow Co-Investment Fund, L.P., 58,824 shares of Common Stock Mr. Bachow
has the right to acquire upon the exercise of options and 332,324 shares
of Common Stock Mr. Bachow has the right to acquire upon the conversion
of 62,744 shares of Series B Preferred.

(4) Includes 726,976 shares of Common Stock the Paul S. Bachow Co-Investment
Fund, L.P. has the right to acquire upon the conversion of 137,256 shares
of Series B Preferred, 495,551 shares of Common Stock the Paul S. Bachow
Co-Investment Fund, L.P. has the right to acquire upon conversion of
93,562 shares of Series D Preferred and 153,677 shares of Common Stock
the Paul S. Bachow Co-Investment Fund, L.P. has the right to acquire upon
the exercise of stock options.

(5) Includes 286,271 shares of Common Stock beneficially owned by Mapleleaf
Capital, Ltd., 285,955 shares of Common Stock beneficially owned by
Sunwestern Cayman 1988 Partners and 264,387 shares of Common Stock
beneficially owned by Sunwestern Investment Fund III.

(6) Includes 436 shares of Common Stock held by Cadence Management, L.P.
("Cadence"), of which Mr. Kahn serves as the sole general partner, and
115,457 shares of Common Stock that Cadence has the right to acquire upon
exercise of stock options.

(7) Includes 861,834 shares of Common Stock beneficially owned by Mr. Gay,
176,436 shares of Common Stock that Mr. Gay has the right to acquire upon
the exercise of options and 78,201 shares of Common Stock that Mr. Gay
has the right to acquire upon the exercise of warrants.

<PAGE>

(8) Includes 5,000 shares of Common Stock which Mr. Gallegos has the right to
acquire upon the exercise of stock options.

(9) Includes 1,398,897 shares of Common Stock beneficially owned by the
Paul S. Bachow Co-Investment Fund, L.P.; however, Mr. Seid disclaims
beneficial ownership of such shares. Mr. Seid is a Managing Director of
Bachow & Associates and has investment power with respect to the shares
held by the Paul S. Bachow Co-Investment Fund, L.P.

(10) Includes 5,980 shares of Common Stock held jointly by Mr. Rivelli and his
wife. Also includes 836,653 shares of Common Stock beneficially owned by
Sunwestern Managers, Inc. Mr. Rivelli and James Silcock are the general
partners of Sunwestern Investment Fund III, Sunwestern Cayman 1988
Partners and Mapleleaf Capital, Ltd., and are equal shareholders of
Sunwestern Managers, Inc., the attorney in fact for Sunwestern Investment
Fund III, Sunwestern Cayman 1988 Partners and Mapleleaf Capital, Ltd.,
having the power to vote and direct the voting of the shares held.
Pursuant to Rule 13d-3 of the Securities Exchange Act of 1934,
Mr. Rivelli may be deemed to share beneficial ownership with respect to
the shares held by for Sunwestern Investment Fund III, Sunwestern Cayman
1988 Partners and Mapleleaf Capital, Ltd.; however, Mr. Rivelli disclaims
beneficial ownership except to the extent of his pecuniary interest
therein.

(11) Includes 594,075 shares of Common Stock beneficially owned by Century
Capital Partners, L. P. Mr. Freeman disclaims beneficial ownership of
such shares. Mr. Freeman is a Vice President of Century Capital
Partners, L. P. and has investment power with respect to the shares held.

(12) Includes 104,655 shares of Common Stock owned by Century Capital
Partners, L. P., 12,500 shares Century Capital Partners, L. P. has the
right to acquire upon the exercise of options, 80,477 shares Century
Capital Partners, L. P. has the right to acquire upon the exercise of
warrants and 396,443 shares Century Capital Partners, L. P. has the right
to acquire upon conversion of 74,850 shares of Series D Preferred.

(13) Includes 97,458 shares of Common Stock owned by First Century
Partnership III, 19,536 shares of Common Stock First Century
Partnership III has the right to acquire upon exercise and conversion of
warrants to purchase 3,689 shares of Series C Preferred and 700,976
shares of Common Stock First Century Partnership III has the right to
acquire upon the conversion of 110,198 shares of Series C Preferred.

(14) Includes 579,016 shares of Common Stock beneficially owned by SIRROM
Capital Corporation, 625,000 shares of Common Stock SIRROM Capital
Corporation has the right to acquire upon conversion of Series E
Preferred Stock and 392,465 shares of Common Stock SIRROM Capital
Corporation has the right to acquire upon conversion of Series F
Preferred Stock.

(15) Includes 1,596,481 shares of Common Stock beneficially owned by SIRROM
Capital Corporation. Mr. MacNab disclaims beneficial ownership of such
shares. Mr. MacNab is President of Tandem Capital, a wholly owned
subsidiary of SIRROM Capital Corporation.

(16) Includes 7,500 shares of Common Stock Mr. Boscamp has the right to
acquire upon exercise of options.

(17) Includes 428,282 shares of Common Stock beneficially owned by Rho
Management Trust I (formerly Gibraltar Trust) and 447,782 shares of
Common Stock beneficially owned by Rho Management Trust III (formerly
U.S. Trust). Rho Management Partners L.P. exercises sole voting and
investment control of shares owned by Rho Management Trust I and Rho
Management Trust III.

(18) Includes 50,000 shares of Common Stock Mr. Hamilton has the right to
acquire upon exercise of options.

(19) Includes 33,333 shares of Common Stock Mr. Shuster has the right to
acquire upon the exercise of options.

5
<PAGE>

(20) Includes 177,765 shares of Common Stock and 30,000 shares of Common Stock
that executive officers have the right to acquire upon the exercise of
stock options.

SERIES B PREFERRED

The following table sets forth information regarding the beneficial
ownership of the Company's Series B Preferred as of September 18, 1998 (a) by
each stockholder who is known by the Company to own beneficially more than 5% of
the outstanding Series B Preferred, (b) by each director, (c) by the Designated
Executive Officers, and (d) by all executive officers and directors of the
Company as a group.

NUMBER OF
SHARES BENEFICIALLY PERCENT OF
NAME(1) OWNED(2) CLASS OWNED(3)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Paul S. Bachow....................................................... 200,000 (4) 100%
3 Bala Plaza East, Suite 502
Bala Cynwyd, PA 19004

Paul S. Bachow Co-Investment Fund, L.P. ............................. 137,256 68.6%
3 Bala Plaza East, Suite 502
Bala Cynwyd, PA 19004

Jay D. Seid.......................................................... 137,256 (5) 68.6%
3 Bala Plaza East, Suite 502
Bala Cynwyd, PA 19004

All current directors and executive officers as a group (9 persons).. 137,256 (5) 68.6%
</TABLE>

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*Less than l%.

(1) Unless listed in this table, no director or Designated Executive Officer
has any beneficial ownership of shares of Series B Preferred.

(2) Unless otherwise noted, all of the shares shown are held by individuals or
entities possessing sole voting and investment power with respect to such
shares. These numbers include shares deemed beneficially owned by virtue
of the right of a person to acquire them within 60 days, whether by the
exercise of options or warrants.

(3) The "Percent of Class Owned" is calculated by dividing the "Number of
Shares Beneficially Owned" by the sum of (i) the total outstanding shares
of Series B Preferred and (ii) shares of Series B Preferred that such
person has the right to acquire within 60 days by the exercise of options
or warrants.

(4) Includes 137,256 shares of Series B Preferred beneficially owned by the
Paul S. Bachow Co-Investment Fund, L.P.

(5) Includes 137,256 shares of Series B Preferred beneficially owned by the
Paul S. Bachow Co-Investment Fund, L.P.; however, Mr. Seid disclaims
beneficial ownership of such shares. Mr. Seid is a Vice President of
Bachow & Associates and has investment power with respect to the shares
held by the Paul S. Bachow Co-Investment Fund, L.P.

<PAGE>

SERIES C PREFERRED

The following table sets forth information regarding the beneficial
ownership of the Company's Series C Preferred as of September 18, 1998 (a) by
each stockholder who is known by the Company to own beneficially more than 5% of
the outstanding Series C Preferred, (b) by each director, (c) by the Designated
Executive Officers, and (d) by all executive officers and directors of the
Company as a group.

NUMBER OF PERCENT OF
SHARES BENEFICIALLY CLASS
NAME(1) OWNED(2) OWNED(3)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
First Century Partnership III....................................... 136,036 (4) 36.0%
One Palmer Square, Suite 425
Princeton, NJ 08542

Hudson Trust............ ........................................... 94,873 (5) 26.0%
c/o Pyrenees Management Co., Inc.
Suite 445, The Office Center
666 Plainsboro Road
Plainsboro, NJ 08536

Cox Enterprises, Inc., Pension Plan................................. 30,740(6) 8.0%
1400 Lake Hearn Drive
Atlanta, GA 30319

Rho Management Trust III (formerly U.S. Trust)...................... 84,543 (7) 23.0%
c/o Rho Management Company
767 Fifth Avenue
New York, NY 10153

All current directors and executive officers as a group (11 persons) 0 *
</TABLE>

- -------------------------

*Less than 1%.

(1) Unless listed in this table, no director or Designated Executive Officer
has any beneficial ownership of shares of Series C Preferred.

(3) The "Percent of Class Owned" is calculated by dividing the "Number of
Shares Beneficially Owned" by the sum of (i) the total outstanding shares
of Series C Preferred and (ii) shares of Series C Preferred that such
person has the right to acquire within 60 days by the exercise of options
or warrants.

(4) Includes 132,347 shares of Series C Preferred held of record by First
Century Partnership III and 3,689 shares of Series C Preferred that First
Century Partnership III has the right to acquire upon the exercise of
warrants.

(5) Includes 94,873 shares of Series C Preferred held of record by the Hudson
Trust.

<PAGE>

(6) Includes 29,907 shares of Series C Preferred held of record by Cox
Enterprises, Inc., Pension Plan and 833 shares of Series C Preferred that
Cox Enterprises, Inc., Pension Plan has the right to acquire upon the
exercise of warrants.

(7) Includes 84,543 shares of Series C Preferred held of record by Rho
Management Trust III.

SERIES D PREFERRED

The following table sets forth information regarding the beneficial
ownership of the Company's Series D Preferred as of September 18, 1998 (a) by
each stockholder who is known by the Company to own beneficially more than 5% of
the outstanding Series D Preferred, (b) by each director, (c) by each Designated
Executive Officer, and (d) by all executive officers and directors of the
Company as a group.

NUMBER OF
SHARES BENEFICIALLY PERCENT OF
NAME(1) OWNED(2) CLASS OWNED(3)
- ----------------------------------------------------------------------------------------
<S> <C> <C>
Paul S. Bachow................................... 93,562 (4) 50.0%
3 Bala Plaza East, Suite 502
Bala Cynwyd, PA 19004

Paul S. Bachow Co-Investment Fund, L.P. ......... 64,210 34.3%
3 Bala Plaza East, Suite 502
Bala Cynwyd, PA 19004

Century Capital Partners, L.P. .................. 74,850 40.0%
One Liberty Square
Boston, MA 02109

Cox Enterprises, Inc., Pension Plan.............. 18,712 10.0%
1400 Lake Hearn Drive
Atlanta, GA 30319

Jay D. Seid...................................... 64,210 (5) 34.3%
3 Bala Plaza East, Suite 502
Bala Cynwyd, PA 19004

All current directors and executive officers
as a group (11 persons).......................... 64,210 (5) 34.3%
</TABLE>

- -------------------------

*Less than 1%.

(1) Unless listed in this table, no director or Designated Executive Officer
has any beneficial ownership of shares of Series D Preferred.

<PAGE>

(3) The "Percent of Class Owned" is calculated by dividing the "Number of
Shares Beneficially Owned" by the sum of (i) the total outstanding shares
of Series D Preferred and (ii) shares of Series D Preferred that such
person has the right to acquire within 60 days, whether by the exercise of
options or warrants.

(4) Includes 64,210 shares of Series D Preferred beneficially owned by the
Paul S. Bachow Co-Investment Fund, L.P.

(5) Includes 64,210 shares of Series D Preferred beneficially owned by the
Paul S. Bachow Co-Investment Fund, L.P.. Mr. Seid is a Vice President of
Bachow & Associates and has investment power with respect to the shares
held by the Paul S. Bachow Co-Investment Fund, L.P.

SERIES E PREFERRED

The following table sets forth information regarding the beneficial
ownership of the Company's Series E Preferred as of September 18, 1998 (a) by
each stockholder who is known by the Company to own beneficially more than 5% of
the outstanding Series E Preferred, (b) by each director, (c) by the Designated
Executive Officers, and (d) by all executive officers and directors of the
Company as a group.

NUMBER OF
SHARES BENEFICIALLY PERCENT OF
NAME(1) OWNED(2) CLASS OWNED(3)
- ---------------------------------------------------------------------------------------
<S> <C> <C>
SIRROM Capital Corporation 2,500 100.0%
500 Church Street, #200
Nashville, TN 37219

Craig MacNab 2,500(4) 100.0%
500 Church Street, #200
Nashville, TN 37219

All current directors and executive officers
as a group (11 persons)........................... 0 *
</TABLE>

- -------------------------
*Less than 1%.

(1) Unless listed in this table, no director or Designated Executive Officer
has any beneficial ownership of shares of Series E Preferred.

(3) The "Percent of Class Owned" is calculated by dividing the "Number of
Shares Beneficially Owned" by the sum of (i) the total outstanding shares
of Series E Preferred and (ii) shares of Series E Preferred that such
person has the right to acquire within 60 days, whether by the exercise of
options or warrants.

(4) Includes 2,500 shares owned by SIRROM Capital Corporation ("SIRROM"). Mr.
MacNab is the President of Tandem Capital, a wholly-owned subsidiary of
SIRROM. Mr. MacNab disclaims beneficial ownership of the shares owned by
SIRROM.

<PAGE>

SERIES F PREFERRED

The following table sets forth information regarding the beneficial
ownership of the Company's Series F Preferred as of September 18, 1998 (a) by
each stockholder who is known by the Company to own beneficially more than 5% of
the outstanding Series F Preferred, (b) by each director, (c) by the Designated
Executive Officers, and (d) by all executive officers and directors of the
Company as a group.

NUMBER OF
SHARES BENEFICIALLY PERCENT OF
NAME(1) OWNED(2) CLASS OWNED(3)
- --------------------------------------------------------------------------------------
<S> <C> <C>
SIRROM Capital Corporation 2,500 100.0%
500 Church Street, #200
Nashville, TN 37219

Craig MacNab 2,500(4) 100.0%
500 Church Street, #200
Nashville, TN 37219

All current directors and executive officers 0 *
as a group (11 persons)
</TABLE>

- -------------------------
*Less than 1%.

(1) Unless listed in this table, no director or Designated Executive Officer
has any beneficial ownership of shares of Series F Preferred.

(3) The "Percent of Class Owned" is calculated by dividing the "Number of
Shares Beneficially Owned" by the sum of (i) the total outstanding shares
of Series F Preferred and (ii) shares of Series F Preferred that such
person has the right to acquire within 60 days, whether by the exercise of
options or warrants.

ELECTION OF DIRECTORS

NOMINATION

Pursuant to the Company's Bylaws, seven directors serve on the Company's
Board of Directors. The Company has nominated Messrs. Boscamp, Freeman, Gallegos
and Gay; the holders of Series B Preferred have nominated Mr. Seid; and the
holders of Series C Preferred have nominated Messrs. Kahn and Rivelli to serve
as directors of the Company until the next annual meeting of shareholders or
until their earlier death, resignation or removal from office. Each of the seven
nominees is presently a member of the Board of Directors and has consented to
serve another term as a director if re-elected. If any of the nominees should be
unavailable to serve for any reason (which is not anticipated), the Board of
Directors, the holders of the Series B Preferred or the Series C Preferred, as

<PAGE>

the case may be, may designate a substitute nominee or nominees (in which case
the persons named on the enclosed Proxy Card will vote all valid proxies for the
election of such substitute nominee or nominees), or allow the vacancy or
vacancies to remain open until a suitable candidate or candidates are located.

INFORMATION ABOUT NOMINEES

The names of the nominees and their ages as of September 18, 1998, are set
forth below. The Board of Directors recommends that shareholders vote FOR the
election of the seven nominees listed below as directors of the Company.

Name Age Principal Occupation
- ---- --- --------------------
<S> <C> <C>
Jay D. Seid 37 Managing Director, Bachow & Associates
Martin F. Kahn 47 President, Cadence Information Associates
Thomas R. Gay 52 Chief Executive Officer
Robert Boscamp 50 President and CEO, Axiom Power Solutions, Inc.
Earl Gallegos 40 Principal, Earl Gallegos Management
Patrick A. Rivelli 61 General Partner of Sunwestern Investment Fund
Richard J. Freeman 45 Vice President, Century Capital Management
</TABLE>

NOMINEES TO BE ELECTED BY HOLDERS OF COMMON STOCK AND SERIES D PREFERRED

Pursuant to terms of the Company's Certificate of Incorporation, the
holders of the Series D Preferred are entitled to vote the number of shares of
Common Stock into which the shares of Series D Preferred are convertible at such
time together with the holders of shares of Common Stock, voting separately as a
class, in the election of any directors of the Company other than the directors
elected by the holders of the shares of the Series B Preferred or the Series C
Preferred. The Board of Directors have nominated Messrs. Freeman, Gay, Boscamp
and Gallegos to serve as directors elected by holders of the Common Stock and
Series D Preferred.

RICHARD J. FREEMAN has served as a director of the Company since October
1996. Since 1993, Mr. Freeman has been Vice President of Century Capital
Management. For the preceding 18 years, he held various investment management
positions with Kemper Financial Services, First Chicago Corp. and Metropolitan
Life Insurance Company. Mr. Freeman has also served with the State of Michigan
Insurance Bureau and Treasury Department.

THOMAS R. GAY has served as a director and as President and Chief Executive
Officer of the Company since the merger of the Company with its wholly-owned
subsidiary, VISTA Environmental Information, Inc. ("VISTA Environmental") in
February 1995 (the "VISTA Merger"). Mr. Gay was a co-founder of VISTA
Environmental and served as the President and CEO of VISTA Environmental from
August 1991 to February 1995. From 1988 to August 1991, Mr. Gay served as
President of National Decisions Systems, a company involved in marketing
information products, databases and software, which he also co-founded.

ROBERT BOSCAMP has served as a director of the Company since October 1997.
Since 1995, Mr. Boscamp has been the President and Chief Executive Officer of
Axiom Power Solutions, Inc., a marketer of energy related products and a
wholly-owned subsidiary of Arizona Public Service. From 1990 to 1995, Ms.
Boscamp founded and developed EcoGroup, a provider of information and market
consulting services to the utilities industry. EcoGroup was subsequently
acquired by Trans Union Corporation, an information services leader. Prior to
founding EcoGroup, Mr. Boscamp founded Enercom, a utility consulting firm, which
was subsequently acquired by Equifax, Inc., a leading provider of information
services.

EARL GALLEGOS has served as a director of the Company since January 1998.
In 1995, Mr. Gallegos founded, and since that time has served as the principal
of Earl Gallegos Management, a consulting firm specializing in the development
and implementation of data processing systems and insurance operations. Prior
to

<PAGE>

1995, Mr. Gallegos held various management positions, including Vice President
of Operations, within the Pacific Rim Assurance Company.

<PAGE>

NOMINEE TO BE ELECTED BY THE HOLDERS OF SERIES B PREFERRED

Pursuant to the Company's Certificate of Incorporation, the holders of the
Series B Preferred, voting separately as a class, are entitled to elect one
director. The holders of the Series B Preferred have notified the Company that
Mr. Jay Seid is the Series B Preferred nominee.

JAY D. SEID has served as Chairman of the Board of Directors of the Company
since October 1996, and as a director since 1995. Since January 1996, Mr. Seid
has served as Managing Director of Bachow & Associates, Inc., an investment
company. From December 1992 to December 1996, Mr. Seid served as Vice President
of Bachow and Associates. From May 1988 to December 1992, Mr. Seid served as
President and General Counsel of Judicate, Inc., a publicly traded provider of
alternative dispute resolution services.

NOMINEES TO BE ELECTED BY THE HOLDERS OF SERIES C PREFERRED

Pursuant to the Company's Amended and Restated Articles of Incorporation,
the holders of the Series C Preferred, voting separately as a class, are
entitled to elect two directors. The nominees of the Series C Preferred are
Messrs. Kahn and Rivelli.

MARTIN F. KAHN has been a director of the Company since the VISTA Merger in
February 1995. From February 1995 to October 1996 Mr. Kahn served as Chairman of
the Board of Directors of the Company. From 1992 to February 1995, Mr. Kahn
served as Chairman of the Board of Directors of VISTA Environmental. From 1989
to 1992, Mr. Kahn was Chairman of the Board of Environmental Audit, Inc. Prior
to 1989, Mr. Kahn served as President of BRS Information Services, a provider of
on-line information to health care professionals. Mr. Kahn also serves as
Chairman of the Board of One Source Information Services, Inc., a developer and
marketer of integrated business information and software, and as Chairman of the
Board of CDP Technologies, Inc., a medical, scientific and technical information
provider.

PATRICK A. RIVELLI has served as a director of the Company since the VISTA
Merger in February 1995. Mr. Rivelli is a founder of Sunwestern Investment Fund
III Limited Partnership, a venture capital fund, and has been the General
Partner of Sunwestern L.P. since 1988. Mr. Rivelli has also served as the
President and a director of Sunwestern Managers Inc., the management company of
Sunwestern Limited Fund, since October 1992. Mr. Rivelli is also a director of
Maxserv Inc., an information services firm.

INFORMATION ABOUT THE BOARD AND ITS COMMITTEES

The business and affairs of the Company are managed by the Board of
Directors, which met 5 times and took 5 actions by written consent during the
fiscal year ended December 31, 1997. Committees established by the Board include
the Audit Committee and the Compensation Committee. Each of the directors of the
Company, who were serving as directors during 1997, attended 75% or more of the
aggregate meetings of the Board and all such committees on which he served
during 1997.

The members of the Audit Committee during the fiscal year ended December
31, 1997, were Messrs. Seid and Freeman. The function of the Audit Committee is
to review the internal and external financial reporting of the Company, the
scope of the independent audit and to consider comments by the auditors
regarding internal controls and accounting procedures and management's response
to those comments. The Audit Committee met 1 time during the fiscal year end
December 31, 1997.

The members of the Compensation Committee as of December 31, 1997 were
Messrs. Seid and Rivelli. The function of the Compensation Committee is to
recommend the compensation for those officers who are also directors and for
senior management, and to review senior management's objectives and to make
recommendations to the Board of Directors regarding the administration of and
the grant of options under the Amended and Restated 1990 Stock Option Plan (the
"1990 Plan"), the 1995 Stock Incentive Plan (the "1995 Plan"), and all other
equity-

<PAGE>

based compensation plans adopted by the Company. The Compensation Committee met
one time during the fiscal year ended December 31, 1997.

DIRECTOR COMPENSATION

DIRECTORS' FEES

The Company is obligated to pay each director who is not an employee of the
Company $200 for each Board meeting and committee meeting attended and
reimburses each director for out-of-pocket expenses.

AUTOMATIC OPTION GRANT

Pursuant to the 1995 Plan, each non-employee director receives an automatic
grant of options to purchase 5,000 shares of Common Stock on January 1 each year
the 1995 Plan is in effect at the then prevailing market price at the time of
the grant (the "Director Options"). The Director Options are granted on a
pro-rata basis for non-employee directors who are not directors for a full
twelve months prior to the date of grant, such that if a non-employee director
serves as a director for six months, that individual receives an option to
purchase 2,500 shares of Common Stock (50% of a full grant) for that year. The
Director Options expire five years from the date of grant (subject to earlier
termination in the event of death), are not transferable (except by will or the
laws of descent and distribution,) and are fully exercisable six months after
the date of grant.

<PAGE>

EXECUTIVE COMPENSATION AND OTHER BENEFITS

The following table sets forth the cash and non-cash compensation paid or
earned during the fiscal years ended December 31, 1997, 1996 and 1995 by the
Chief Executive Officer of the Company and the two other executive officers
whose salary and bonus exceeded $100,000 for the fiscal year ended December 31,
1997.

SUMMARY COMPENSATION TABLE

Annual Compensation
------------------------------------------

Name and Principal Position Year Salary ($) Bonus ($) Other ($)
- --------------------------- ---- ---------- --------- ---------

<S> <C> <C> <C> <C>
Thomas R. Gay (1) 1997 195,000 -- 11,000 (2)
Chief Executive Officer 1996 187,500 -- 11,000 (2)
1995 169,167 -- 8,688 (3)

E. Stevens Hamilton 1997 144,00 -- --
Vice President, 1996 138,000 -- --
Chief Financial Officer 1995(4) -- -- --

Howard Shuster 1997 110,000 10,000 --
Vice President, Sales 1996 28,000 -- --
1995(4) -- -- --
</TABLE>

(1) Mr. Gay became Chief Executive Officer of the Company on February 28, 1995,
concurrent with the VISTA Merger.

(2) Includes an annual car allowance of $6,000 and country club memberships
dues of $5,000.

(3) Includes an annual car allowance of $5,000 and country club membership dues
of $3,688.

(4) Mr. Hamilton and Mr. Shuster did not begin service to the Company until
1996.

The following table sets forth information with respect to grants of stock
options during the last fiscal year to the persons named in the Summary
Compensation Table.

OPTION GRANTS IN LAST FISCAL YEAR

Number of Securities Percentage of Total
Underlying Options Option Granted to Exercise or Base Expiration
Name Granted (#) Employees in Fiscal Year Price ($) Date
---- ----------- ------------------------ --------- ----
<S> <C> <C> <C> <C>
Thomas R. Gay 80,000 15%
E. Stevens Hamilton 150,000 29%
Howard Shuster 50,000 10%
</TABLE>

The following table sets forth information with respect to option exercises
and fiscal year-end option values for the persons named in the Summary
Compensation Table.

<PAGE>

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES

<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the Money Options
Shares Options at FY-End (#) at FY-End($)
Acquired on --------------------- ------------
Name Exercise (#) Value Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------ ------------------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
Thomas R. Gay --- --- 249,538 / 50,000 _______ /_______
E. Stevens Hamilton --- --- _____ / 150,000 _______ /_______
Howard Shuster --- --- 16,667 / _______ _______ /_______
</TABLE>

EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL ARRANGEMENTS

GAY AGREEMENT

Concurrent with the closing of the VISTA Merger, the Company entered into
an employment agreement with Mr. Gay, as President and Chief Executive Officer
of the Company. The agreement between the Company and Mr. Gay provides for (i)
an initial base salary of $180,000 for the first year of employment and a base
salary of, $195,000 for the second year of employment; (ii) a grant of incentive
stock options to purchase 150,000 shares of Common Stock with an exercise price
equal to $1.41 per share (the fair market value of one share of the Common Stock
on the date of grant) which options vest in two equal installments on the first
and second anniversary of the date of grant and remain exercisable for a period
of ten years; (iii) a bonus in the range from $60,000 to $100,000 based upon the
achievement of certain performance criteria to be established by the Board; (iv)
an automobile allowance of $500 per month; and (v) a country club membership
allowance of up to $5,000 per year. The initial term of this agreement expired
on February 28, 1997. On February 28, 1997 a new agreement was completed which
continued the terms of the original agreement through December 31, 1997 with the
following additions: (i) a grant of incentive stock options to purchase 15,000
shares of Common Stock with an exercise price equal to $1.00 per share (in
consideration of Mr. Gay's willingness to forgo a contractual base salary
increase during 1996) and (ii) if Mr. Gay is terminated by the Company "other
than for cause" (as such phrase is defined in the agreement), then Mr. Gay would
be entitled to his base salary, health, medical and similar benefits for nine
months following the termination.

In the event of a "change in control" of the Company (as defined in the
agreement), (i) all unvested options granted to Mr. Gay under the agreement
immediately vest and become fully exercisable; and (ii) the agreement
automatically terminates and Mr. Gay is entitled to receive all accrued salary
due and owing plus salary for a period of either one year or until the existing
term of the agreement expires, whichever is longer. The agreement also prohibits
disclosure of confidential information to anyone outside of the Company both
during and after employment and prohibits competition with the Company and the
solicitation of customers and employees of the Company for two years after
termination of employment.

CHANGE IN CONTROL AGREEMENTS

In addition to the terms of Mr. Gay's employment agreement relating to
changes in control of the Company, the Company's 1995 Stock Incentive Plan (the
"1995 Plan") provides that, unless otherwise provided in an agreement evidencing
an option granted under the 1995 Plan, in the event of a "change in control" of
the Company (as defined below), all outstanding options will become immediately
exercisable in full and will remain exercisable for the remainder of their
terms. In addition, in the event of such a change in control, the committee
administering the 1995 Plan, in its sole discretion, may provide that some or
all participants holding outstanding options will receive for each share of
Common Stock subject to such options cash in an amount equal to the excess of
the fair market value of such shares immediately prior to the effective date of
a change in control over the exercise price per share of such options.

<PAGE>

For purposes of the 1995 Plan, a "change in control" of the Company will be
deemed to have occurred, among other things, upon (i) the sale or other
disposition of substantially all of the assets of the Company to a person not
controlled by the Company, (ii) the approval by the Company's shareholders of a
plan or proposal for the liquidation or dissolution of the Company, (iii) a
merger or consolidation to which the Company is a party if the Company's
shareholders immediately prior to the merger or consolidation beneficially own,
immediately after the merger or consolidation, securities of the surviving
corporation representing 50% or less of the combined voting power of the
surviving corporation's then outstanding securities ordinarily having the right
to vote at elections of directors, (iv) the Incumbent Directors (defined as the
directors in office as of the effective date of the 1995 Plan or any persons who
subsequently become directors and whose election or nomination was approved by
at least a majority of Incumbent Directors) cease for any reason to constitute
at least a majority of the Board; or (v) a change in control of the Company of a
nature that would be required to be reported pursuant to Section 13 or 15(d) of
the Exchange Act.

RELATED TRANSACTIONS

In March and April 1997 the Company issued $700,000 of Senior Subordinated
Promissory Notes (the "1997 Senior Notes"), bearing interest at 16% and due in
March and April 1998. The 1997 Senior Notes were issued together with warrants
to purchase a number of shares of Common Stock equal to 100% of the amount of
the 1997 Senior Notes based upon the exercise price of 125% of the fair-market
value of the Common Stock 21 days prior to funding. Jay D. Seid, Chairman of
the Board of Directors, Thomas R. Gay, Chief Executive Officer and Director of
the Company, Martin F. Kahn, Richard J. Freeman, and Robert J. Moeller,
directors of the Company, participated in this funding in the amounts of
$45,000, $50,000, $33,000, $100,000, and $5,000 respectively pursuant to the
1997 Senior Notes. The Senior Notes were all converted to Common Stock during
1997 pursuant to terms thereof, whereby the principal and accrued interest were
convertible into Common Stock at a price equal to 70 percent of the 21 day
trailing average of the stock price.

In October 1997 the Board of directors of the Company approved the
extension of options to purchase 128,677 shares of Common Stock held by PSB Co.
Investment Fund and options to purchase 58,824 shares of Common Stock held by
Paul S. Bachow from December 31, 1997 to December 31, 1998.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and persons who beneficially own
more than 10% of the Company's Common Stock to file with the Securities and
Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Executive officers, directors and greater-than-10% shareholders are required by
SEC regulations to furnish the Company with copies of all Section 16(a) reports
they file. To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company for the year ended December 31, 1997, all
executive officers and greater-than-10% shareholders filed the required Section
16(a) reports in a timely manner].

INDEPENDENT PUBLIC ACCOUNTANTS

Deloitte & Touche LLP was selected as the independent public accountants
for the Company in 1998. Representatives of Deloitte & Touche LLP will be
present at the Annual Meeting. They will have an opportunity to make a statement
if they desire to do so and will be available to respond to appropriate
questions from the stockholders.

OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING

The Board of Directors of the Company knows of no matters other than those
referred to in the accompanying Notice of Annual Meeting of Stockholders which
properly may come before the Annual Meeting. However, if any other matter should
be properly presented for consideration and voting at the Annual Meeting or

<PAGE>

any adjournments thereof, it is the intention of the persons named as proxies on
the enclosed form of Proxy Card to vote the Proxy Cards in accordance with their
judgment of what is in the best interest of the Company.

STOCKHOLDERS' PROPOSALS

The rules of the Securities and Exchange Commission permit stockholders of
a company, after timely notice to the company, to present proposals for
stockholder action in the company's proxy statement where such proposals are
consistent with applicable law, pertain to matter appropriate for stockholder
action and are not properly omitted by company action in accordance with the
proxy rules. Stockholder proposals, prepared in accordance with the proxy
rules, for consideration at the 1999 Annual Meeting must be received by the
Company on or before March 31, 1999.

BY ORDER OF THE BOARD OF DIRECTORS

Thomas R. Gay
PRESIDENT AND CHIEF EXECUTIVE OFFICER

San Diego, California
September 25, 1998

18
<PAGE>
VISTA INFORMATION SOLUTIONS, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS

-- PLEASE DETACH HERE --
- --------------------------------------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY CARD USING THE ENCLOSED ENVELOPE.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. Election of directors: Robert Boscamp Earl Gallegos / / FOR all nominees listed below (except / / WITHHOLD
Richard J. Freeman Thomas R. Gay as marked to the contrary below) AUTHORITY

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED -----------------------------------------------------------
NOMINEE, WRITE THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX
PROVIDED TO THE RIGHT.) -----------------------------------------------------------

2. In their discretion, upon such other matters
as may properly come before the Annual Meeting.
</TABLE>

Address Change? Mark Box / / I Plan to Attend the Meeting / /
Indicate changes below:
The shares represented hereby will be voted
as specified. If no specification is made,
such shares will be voted FOR the nominees
listed.

Date
--------------------------------------

-------------------------------------------

-------------------------------------------
Signature(s) in Box
THIS PROXY CARD MUST BE SIGNED EXACTLY
AS NAME APPEARS THEREON. When shares are
held by joint tenants, both should sign.
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.

- --------------------------------------------------------------------------------
-- PLEASE DETACH HERE --

<PAGE>

The undersigned hereby appoints Thomas R. Gay and E. Stevens Hamilton or
either of them, proxies and attorneys-in-fact, with full power of
substitution, to represent the undersigned and to vote all of the shares of
common stock in VISTA Information Solutions, Inc., a Delaware corporation
(the "Company"), which the undersigned is entitled to vote at the Annual
Meeting of the Stockholders to be held on October 27, 1998, and at any
adjournment thereof as hereinafter specified upon the proposals listed below.

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