VISTA INFORMATION SOLUTIONS INC, DEF 14A, 2000-09-20

VISTA INFORMATION SOLUTIONS INC
DEF 14A, 2000-09-20
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:

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.,
5060 Shoreham Place
San Diego, California 92122

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

October 23, 2000

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

The Annual Meeting of the Stockholders of VISTA Information Solutions,
Inc., a Delaware corporation (the "Company"), will be held at the Company's
office located at 100 Washington Square, Minneapolis, Minnesota 55401, beginning
at 4:00 p.m. on October 23, 2000, for the following purposes:

1. To elect three persons to serve as directors of the Company until
their respective terms have expired.

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 8, 2000. 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 at 5060 Shoreham Place, Suite 300, San Diego,
California 92122 and 100 Washington Square, Suite 900, Minneapolis, Minnesota
55401 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

Neil A. Johnson
Secretary

September 19, 2000
San Diego, California

--------------------------------------------------------------------------------
IMPORTANT: Please fill in, date, sign and promptly mail the enclosed proxy card
in the accompanying postpaid envelope to assure that your shares are represented
at the meeting. If you attend the meeting, you may choose to vote in person even
if you have previously sent in your proxy card.
--------------------------------------------------------------------------------

<PAGE>

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

PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD October 23,2000

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 23, 2000, and any adjournment thereof (the "Annual Meeting"). The Annual
Meeting will be held at the Company's office located at 100 Washington Square,
Minneapolis, Minnesota 55401, on October 23, 2000 at 4:00 p.m., local time. The
Company expects that this proxy material will be mailed to stockholders on or
about September 20, 2000.

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.

All valid proxies received prior to the meeting will be voted. All shares
represented by a proxy will be voted, and where a stockholder specifies a choice
with respect to any matter to be acted upon, the shares will be voted in
accordance with the specification so made. If no choice is indicated on the
proxy, the shares will be voted in favor of the election of the nominees for
director and, at the discretion of the proxy holders, on any other matter that
comes before the meeting. A stockholder giving a proxy has the power to revoke
that proxy at any time prior to the time it is voted by delivery to the
Secretary of the Company of either a written instrument revoking the proxy or a
duly executed proxy with a later date, or by attending the meeting and voting in
person.

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 A
Convertible Preferred Stock, par value $0.001 per share (the "Series A
Preferred"), Series A-1 Convertible Preferred Stock, par value $0.001 per share
(the "Series A-1 Preferred"), Series A-2 Convertible Preferred Stock, par value
$0.001 per share (the "Series A-2 Preferred") and Series F Convertible Preferred
Stock, par value $0.001 per share (the "Series F Preferred") (the Series A
Preferred, the Series A-1 Preferred, the Series A-2 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 A Preferred Stock are currently convertible into Common Stock at the
rate of 19.50 shares of Common Stock for each share of Series A Preferred Stock.
The shares of Series A-1 Preferred Stock and Series A-2 Preferred are currently
convertible into Common Stock at the rate of 10.00 shares of Common Stock for
each share of Series A-1 and A-2 Preferred Stock.

1
<PAGE>

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 or 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 8,
2000. On the record date, 25,559,312 shares of Common Stock were outstanding and
eligible to be voted at the Annual Meeting and 785,064 shares of Preferred Stock
(equal to 9,192,463 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).

2
<PAGE>

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 10, 2000 (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.

<TABLE>
<CAPTION>
NUMBER OF
SHARES BENEFICIALLY PERCENT OF CLASS
NAME OWNED(1) OWNED(2)
----------------------------------------------------------------------------------------------
<S> <C> <C>
Thomas R. Gay...................................... 1,464,169 (3) 5.6%
5060 Shoreham Place
Suite 300
San Diego, CA 92122

Earl Gallegos...................................... 15,000 (4) 0.1%
4785 Nomad Drive
Woodland Hills, CA 91364

Jay D. Seid........................................ 825,540 (5) 3.3%
3 Bala Plaza East
Suite 502
Bala Cynwyd, PA 19004

Patrick A. Rivelli................................. 867,633 (6) 3.4%
Three Forest Plaza, Suite 1300
12221 Merit Dr.
Dallas, TX 75251

Richard J. Freeman................................. 7,665,110 (7) 24.0%
Century Capital Partners, Capital II, LLC
One Liberty Square
Boston, MA 02109

Century Capital Partners, L. P..................... 7,665,110 (8) 24.0%
Century Capital Partners, Capital II, LLC
One Liberty Square
Boston, MA 02109

Moore North America................................ 4,093,382 (9) 16.0%
1200 Lakeside Drive
Bannocburn, IL 60015

HCC Investments.................................... 2,000,000 (10) 7.3%
1900 Grant Building
Pittsburg, PA 15219
</TABLE>

3
<PAGE>

<TABLE>
<CAPTION>
NUMBER OF
SHARES BENEFICIALLY PERCENT OF CLASS
NAME OWNED(1) OWNED(2)
----------------------------------------------------------------------------------------------
<S> <C> <C>
Robert Boscamp..................................... 25,000 (11) 0.1%
7403 W. Boston
Chandler, AZ 85226

Neil Johnson....................................... 110,000 (12) 0.6%
5060 Shoreham Place, #300
San Diego, CA 92122

Edward Tyler....................................... 4,098,382 (13) 16.0%
1200 Lakeside Drive
Bannocburn, IL 60015

James Currie....................................... 4,098,382 (14) 16.0%
1200 Lakeside Drive
Bannocburn, IL 60015

Steve Hamilton..................................... 150,000 (15) 0.6%
5060 Shoreham Place, #300
San Diego, CA 92122

Jerry Marani....................................... 55,833 (16) 0.2%
5060 Shoreham Place, #300
San Diego, CA 92122

All current directors and executive officers as a
group (15 persons)................................. 15,270,697 (17) 45.6%
</TABLE>

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

(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 or
convertible debt 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 or convertible
debt into Common Stock.

(3) Includes 529,769 shares of Common Stock that Mr. Gay has the right to
acquire upon the exercise of options and 68,893 shares of Common Stock that
Mr. Gay has the right to acquire upon the exercise of warrants.

(4) Includes 15,000 shares of Common Stock that Mr. Gallegos has the right to
acquire upon the exercise of stock options.

(5) Includes 525,486 shares of Common Stock beneficially owned by the Paul S.
Bachow Co-Investment Fund, L.P. and 300,000 shares Mr. Seid has the right
to acquire upon the exercise of stock options. Mr. Seid is a Managing
Director of Bachow & Associates and has investment power with respect to
the shares held by Bachow; however, Mr. Seid disclaims beneficial ownership
of such shares except to the extent of his pecuniary interest therein.

4
<PAGE>

(6) Includes 10,980 shares of Common Stock held jointly by Mr. Rivelli and his
wife. Also includes 856,653 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 and 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.

(7) Includes 7,665,110 shares of Common Stock beneficially owned by Century
Capital Partners, L. P. Mr. Freeman is a Managing Member of Century Capital
Partners, Capital II, LLC which is the General Partner of Century Capital
Partners, L.P. and has investment power with respect to the shares held.
However, Mr. Freeman disclaims beneficial ownership of such shares except
to the extent of his pecuniary interest therein.

(8) Includes 1,317,135 shares of Common Stock owned by Century Capital
Partners, L. P., 17,500 shares Century Capital Partners, L. P. has the
right to acquire upon the exercise of options, 330,477 shares Century
Capital Partners, L. P. has the right to acquire upon the exercise of
warrants and 5,999,998 shares Century Capital Partners, L. P. has the right
to acquire upon conversion of 502,564 shares of Series A Preferred, Series
A-1 Preferred and Series A-2 Preferred Stock.

(9) Includes 3,143,382 shares of Common Stock that Moore North America has the
right to acquire upon conversion of $17,100,000 in Convertible Debt.

(10) Includes 2,000,000 shares of Common Stock that HCC Investments has the
right to acquire upon conversion of 200,000 shares of Preferred Stock
Series A-1 Preferred.

(11) Includes 7,500 shares of Common Stock and 17,500 shares of Common Stock Mr.
Boscamp has the right to acquire upon exercise of options.

(12) Includes 110,000 shares of Common Stock Mr. Johnson has the right to
acquire upon exercise of options.

(13) Includes 5,000 shares of Common Stock Mr. Tyler has the right to acquire
upon exercise of options and 4,093,382 beneficially owned by Moore North
America. Mr. Tyler is the President and Chief Executive Officer of Moore
North America, however he disclaims beneficial ownership except to the
extent of his pecuniary interest therein.

(14) Includes 5,000 shares of Common Stock Mr. Currie has the right to acquire
upon exercise of options and 4,093,382 beneficially owned by Moore North
America. Mr. Currie is Senior Vice President of Moore North America,
however he disclaims beneficial ownership of these shares except to the
extent of his pecuniary interest therein.

(15) Includes 125,000 shares of Common Stock Mr. Hamilton has the right to
acquire upon exercise of options.

(16) Includes 55,833 shares of Common Stock Mr. Marani has the right to acquire
upon exercise of options.

(17) Includes shares referred to in notes (3) through (16) above.

5
<PAGE>

SERIES A PREFERRED

The following table sets forth information regarding the beneficial
ownership of the Series A Preferred as of September 10, 2000 (a) by each
stockholder who is known by the Company to own beneficially more than 5% of the
outstanding Series A 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.

<TABLE>
<CAPTION>
NUMBER OF
SHARES BENEFICIALLY PERCENT OF CLASS
NAME(1) OWNED(2) OWNED
----------------------------------------------------------------------------------------------
<S> <C> <C>
Century Capital Partners, L. P. ................... 102,564 100%
Century Capital Partners, Capital II, LLC
One Liberty Square
Boston, MA 02109

Richard J. Freeman ................................ 102,564 (3) 100%
Century Capital Partners, Capital II, LLC
One Liberty Square
Boston, MA 02109

All current directors and executive officers as a
group (15 persons)................................. 102,564 (3) 100%
</TABLE>

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

(1) Unless listed in this table, no director or Designated Executive Officer
has any beneficial ownership of shares of Series A 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) Includes 102,564 shares of Series A Preferred beneficially owned by Century
Capital Partners, L.P. Mr. Freeman is a Managing Member of Century Capital
Partners, Capital II, LLC which is the General Partner of Century Capital
Partners, L.P. and has investment power with respect to the shares held.
However, Mr. Freeman disclaims beneficial ownership of such shares except
to the extent of his pecuniary interest therein.

6
<PAGE>

SERIES A-1 PREFERRED

The following table sets forth information regarding the beneficial
ownership of the Series A-1 Preferred as of September 10, 2000 (a) by each
stockholder who is known by the Company to own beneficially more than 5% of the
outstanding Series A-1 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.

<TABLE>
<CAPTION>
NUMBER OF
SHARES BENEFICIALLY PERCENT OF CLASS
NAME(1) OWNED(2) OWNED
----------------------------------------------------------------------------------------------
<S> <C> <C>
Western International Insurance Group ............... 80,000 21%
BankAmerica Building
Fort Street
George Town, Grand Cayman, British West
Indies

Century Capital Partners, L.P........................ 100,000 26%
Century Capital Management
One Liberty Square
Boston, MA 02109

Richard J. Freeman .................................. 100,000 (3) 26%
Century Capital Management
One Liberty Square
Boston, MA 02109

HCC Investments, Inc. ............................... 200,000 (4) 53%
1900 Grant Building
Pittsburg, PA 15219

All current directors and executive officers as a
group (15 persons)................................... 100,000 (3) 26%
</TABLE>

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

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

(3) Includes 100,000 shares of Series A-1 Preferred beneficially owned by
Century Capital Partners, L.P. Mr. Freeman is a Managing Member of Century
Capital Partners, Capital II, LLC which is the General Partner of Century
Capital Partners, L.P. and has investment power with respect to the shares
held. However, Mr. Freeman disclaims beneficial ownership of such shares
except to the extent of his pecuniary interest therein.

(4) Includes 32,120 shares of Series A-1 Preferred beneficially owned by the
Henry L. Hillman Trust; 10,720 shares of Series A-1 Preferred beneficially
owned by the Hillman Fisher Children's Trust; 10,720 shares of Series A-1
Preferred beneficially owned by Hillman Simonds Children's Trust; 10,720
shares of Series A-1 Preferred beneficially owned by Henry L. Hillman, Jr.;
and 10,720 shares of Series A-1 Preferred beneficially owned by William
Talbott Hillman. HCC Investments, Inc. has investment power with respect to
these shares.

7
<PAGE>

SERIES A-2 PREFERRED

The following table sets forth information regarding the beneficial
ownership of the Company's Series A-2 Preferred as of September 10, 2000 (a) by
each stockholder who is known by the Company to own beneficially more than 5% of
the outstanding Series A-2 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.

<TABLE>
<CAPTION>
NUMBER OF
SHARES BENEFICIALLY PERCENT OF CLASS
NAME(1) OWNED(2) OWNED
----------------------------------------------------------------------------------------------
<S> <C> <C>
Century Capital Partners, L. P. ..................... 325,000 100%
Century Capital Partners, Capital II, LLC
One Liberty Square
Boston, MA 02109

Richard J. Freeman .................................. 300,000 (3) 100%
Century Capital Partners, Capital II, LLC
One Liberty Square
Boston, MA 02109

All current directors and executive officers as a
group (14 persons)................................... 300,000 (3) 100%
</TABLE>

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

(1) Unless listed in this table, no director or Designated Executive Officer
has any beneficial ownership of shares of Series A-2 Preferred.

(3) Includes 300,000 shares of Series A-2 Preferred beneficially owned by
Century Capital Partners, L.P. Mr. Freeman is a Managing Member of Century
Capital Partners, Capital II, LLC which is the General Partner of Century
Capital Partners, L.P. and has investment power with respect to the shares
held. However, Mr. Freeman disclaims beneficial ownership of such shares
except to the extent of his pecuniary interest therein.

8
<PAGE>

SERIES F PREFERRED

The following table sets forth information regarding the beneficial
ownership of the Company's Series F Preferred as of September 10, 2000 (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.

<TABLE>
<CAPTION>
NUMBER OF
SHARES BENEFICIALLY PERCENT OF CLASS
NAME(1) OWNED(2) OWNED
----------------------------------------------------------------------------------------------
<S> <C> <C>
Finova Mezzanine Capital Inc. ....................... 2,500 100.0%
500 Church Street, #200
Nashville, TN 37219

All current directors and executive officers
as a group (15 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 F Preferred.

9
<PAGE>

ELECTION OF DIRECTORS

NOMINATION AND VOTING

Pursuant to the Company's Certificate of Incorporation, the Directors,
other than the Director elected by the holders of Series A, Series A-1 and
Series A-2 Preferred Stock, are divided into three classes, each serving for a
staggered term of three years or until their earlier death, resignation or
removal from office. One director is elected for a one-year term by the holders
of the Series A, Series A-1 and Series A-2 Preferred Stock. The other directors
are elected by the holders of Common Stock and Series F Preferred, voting
together as a single class. Mr Freeman has been designated as the nominee for
election by the holders of Series A, Series A-1 and Series A-2 Preferred Stock.
Each of the 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 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.

Directors will be elected by a 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. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
"FOR" THE NOMINEES NAMED BELOW.

INFORMATION ABOUT NOMINEES FOR ELECTION AT THE ANNUAL MEETING

The names of the nominees and their ages as of September 30, 2000, are set
forth below.

NAME AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
---- --- -------------------- --------------
<S> <C> <C> <C>
Patrick A. Rivelli 62 General Partner of Sunwestern Investment Fund III 1995

Earl Gallegos 41 Principal, Earl Gallegos Management 1998

James B. Currie 51 Executive Vice President of Moore Corporation Ltd. 1999
</TABLE>

PATRICK A. RIVELLI has served as a director of the Company since the merger
with VISTA Environmental in February 1995. Mr. Rivelli is a founder of
Sunwestern Investment Fund III Limited Partnership 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.

EARL GALLEGOS has served as a director of the Company since January 1998.
Mr. Gallegos is the founder and principal of Earl Gallegos Management, a
consulting firm specializing in the development and implementation of data
processing systems and insurance operations. Prior to 1995, Mr. Gallegos held
various management positions, including Vice President of Operations, within The
Pacific Rim Assurance Company.

JAMES B. CURRIE has served as a director of the Company since December
1999. Mr. Currie has served as Senior Vice President, Business Development of
Moore Corporation Limited since January 1999. From September 1996 throught
December 1998 Mr. Currie was President of J.B. Consulting. From March 1995 to
September 1996, Mr. Currie was Executive Vice President, General Counsel and
Secretary of Chicago Title and Trust Company. Prior to 1995, Mr. Currie was
Executive Vice President, General Counsel and Secretary of Heller Financial,
Inc.

10
<PAGE>

INCUMBENT DIRECTORS WHOSE TERMS WILL CONTINUE BEYOND THE 2000 ANNUAL MEETING.

The names and ages of directors as of September 30 whose current terms of
office will continue after the Annual Meeting are set forth below.

NAME AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
---- --- -------------------- --------------
<S> <C> <C> <C>
Thomas R. Gay 53 Chairman of the Board of Directors of the Company 1995

Jay D. Seid 39 Managing Director of Bachow & Associates 1995

Richard J. Freeman 46 Vice President of Century Capital Management, Inc. 1996

Robert Boscamp 51 Senior Vice-President of Comfort Systems USA, Inc. 1997

W. Edward Tyler 47 President and Chief Executive Officer of Moore 1999
Corporation Ltd.
</TABLE>

THOMAS R. GAY has served as a director since the merger with VISTA
Environmental in February 1995. He served as President and Chief Executive
Officer from February 1995 through September 2000, at which time he became
Chairman of the Board. 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.

JAY D. SEID has served as a director of the Company since 1995 and served
as Chairman of the Board from October 1996 through August 2000. Since December
1992, Mr. Seid has served as Vice President of Bachow & Associates, Inc., an
investment company. 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. Prior to 1988, Mr. Seid was an attorney
specializing in corporate law with Wolf, Block, Schorr and Solis-Cohen in
Philadelphia.

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

ROBERT BOSCAMP has served as a director of the Company since October 1997.
Mr. Boscamp is Senior Vice-President of Energy Services for Comfort Systems,
Inc., a consolidator of heating, ventilation and air conditioning systems
companies. From 1995 to 1999 Mr. Boscamp was 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, Mr.
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 company. Prior to
founding EcoGroup, Mr. Boscamp founded Enercom, a utility consulting firm, which
was subsequently acquired by Equifax, Inc. a provider of information services.

W. EDWARD TYLER has served as a director of the Company since December
1999. Mr. Tyler has served as President and Chief Executive Officer of Moore
Corporation Limited since April 1998. Prior to April 1998, Mr. Tyler held
various positions with R.R. Donnelly & Sons Company, most recently as Executive
Vice President.

11
<PAGE>

INFORMATION ABOUT THE BOARD AND ITS COMMITTEES

The business and affairs of the Company are managed by the Board of
Directors, which met eight times and took eleven actions by written consent
during the fiscal year ended December 31, 1999. Committees established by the
Board include the Audit Committee and the Compensation Committee. Each of the
directors of the Company attended 75% or more of the aggregate meetings of the
Board and all such committees on which he served during 1999.

The members of the Audit Committee during the fiscal year ended December
31, 1999, 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 one time during the fiscal year end
December 31, 1999.

The members of the Compensation Committee as of December 31, 1999 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 Company's stock option plans and all other
equity-based compensation plans adopted by the Company. The Compensation
Committee met four times during the fiscal year ended December 31, 1999.

DIRECTOR COMPENSATION

Each director who is not an employee of the Company is entitled to $200 for
each Board meeting and committee meeting attended and reimbursement for
out-of-pocket expenses for attending Board meetings or otherwise engaging in
Company business.

Pursuant to the 1999 Stock Option 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 1999 Plan is in effect. If a non-employee director is
elected or appointed to serve as a director following January 1, the
non-employee director receives an automatic grant of an option to purchase (i)
2,500 shares of Common Stock if the individual is elected or appointed after
June 30 in any year in which the 1999 Plan is in effect, or (ii) 5,000 shares of
Common Stock if such individual is elected or appointed prior to July 1 in any
year in which the 1999 Plan is in effect. The exercise price per share for
director options is equal to the fair market value on the date of grant.
Director options under the 1999 Plan become exercisable six months following the
date of grant expire five years from the date of grant. In the event a
non-employee director's service as a director is terminated by reason of death
or disability (as defined in the 1999 Plan) all such outstanding options then
held by the non-employee director will become immediately exercisable in full
and will remain exercisable for a period of one year thereafter (but in no event
after the expiration of any such option). In the event that a non-employee
director's service as a director is terminated for any other reason, all such
options then held by the non-employee director will remain exercisable for a
period of three months thereafter to the extent exercisable as of the date of
termination (but in no event after the expiration of any such option).

12
<PAGE>

EXECUTIVE COMPENSATION AND OTHER MATTERS

The following table sets forth the cash and non-cash compensation paid to
or earned 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, 1999, with respect to the fiscal years ended December 31,
1998, 1997 and 1996.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Annual Compensation
-----------------------

Name And Principal Position Year Salary ($) Bonus ($) All Other Compensation ($)
--------------------------- ---- ---------- --------- --------------------------
<S> <C> <C> <C> <C>
Thomas R. Gay 1999 259,992 -- 12,000 (1)
Chief Executive Officer 1998 241,244 -- 12,000 (1)
1997 195,000 -- 11,000 (2)

E. Stevens Hamilton 1999 176,327 -- --
Vice President, 1998 215,585 -- --
Chief Financial Officer 1997 144,000 -- --

Jerome T. Marani 1999 135,000 51,700 6,000 (3)
Executive Vice President 1998 84,284 -- --
1997 -- -- --
</TABLE>

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

13
<PAGE>

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

<TABLE>
<CAPTION>
Percentage of Total
Number of Securities Option Granted to
Underlying Options Employees in Fiscal Exercise or Base Expiration
Name Granted (#) Year Price ($) Date
---- ----------- ---- --------- ----
<S> <C> <C> <C> <C>
Thomas R. Gay 100,000 7.5% 7.20 12/1/09
200,000 15.1% 4.00 12/8/09
E. Stevens Hamilton - - - -
Jerome T. Marani - - - -
</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.

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 - - 529,769/ - 358,286/ -
E. Stevens Hamilton - - 100,000/50,000 87,499/43,751
Jerome T. Marani - - 55,883/44,117 -
</TABLE>

14
<PAGE>

EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL ARRANGEMENTS

AGREEMENT WITH MR. GAY

The Company is a party to an Executive Employment Agreement with Mr. Gay
which runs through December 31, 2000. Under the terms of this agreement, Mr. Gay
has agreed to serve as President and CEO until on or about August 31, 2000 and
to serve as Chairman of the Board after that time. The agreement provides for
(i) base salary of $260,000 per year; (ii) eligibility to receive incentive
compensation of up to $130,000 at the discretion of the Company's Compensation
Committee; (iii) a stock option to purchase 200,000 shares of Common Stock; (iv)
an automobile allowance of $500 per month; (v) a country club membership
allowance of $6,000 per year; and (vi) reimbursement of expenses incurred for an
annual executive physical. Unless Mr. Gay's employment is terminated by the
Company for cause (as defined in the agreement), on the earlier of the date of
termination or December 31, 2000, Mr. Gay will receive a separation package
consisting of (i) one year of base salary; (ii) continuation of standard medical
insurance coverage (including coverage of his dependents if they are included
immediately prior to the date of termination) for the shorter of 12 months or
until Mr. Gay becomes covered under another employer's group health plan; and
(iii) assignment of Mr. Gay of the key man insurance policy in the effect at the
time of his termination. To receive the separation package, Mr. Gay must execute
a full release, agree to act as a consultant without further compensation for 12
months following termination if requested to do so by Vista and comply with the
surviving portions of the agreement, including those relating to confidentiality
and non-solicitation. If Mr. Gay's employment is terminated other than for cause
within a year following a "change of control" (as defined in the agreement), he
will be entitled to receive his base salary through the date of termination and
the separation package described above.

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.

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.

15
<PAGE>

RELATED TRANSACTIONS

JAY D. SEID

In January 1999 the Board of Directors of the Company granted options to
purchase 300,000 shares of Common Stock of the Company for an aggregate price of
$9.13 per share to Jay D. Seid, Chairman of the Board of Directors of the
Company. These options were issued in accordance with the 1999 Option Plan.

CENTURY CAPITAL PARTNERS, L.P.

In September 1999 Century Capital Partners, L.P. purchased 102,564 shares
of Series A Convertible Preferred Stock for an aggregate price of $48.75 per
share. Shares of Series A Preferred Stock may converted into Common Stock of the
Company at a rate of 19.5 shares of Common Stock for every share of Series A
Preferred Stock converted.

In December 1999 Century Capital Partners, L.P. purchased 100,000 shares of
Series A-1 Convertible Preferred Stock for an aggregate price of $25.00 per
share. Shares of Series A-1 Preferred Stock may be converted into Common Stock
of the Company at a rate of 10 shares of Common Stock for every share of Series
A-1 Preferred Stock converted.

In December 1999 Century Capital Partners, L.P. purchased 300,000 shares of
Series A-2 Convertible Preferred Stock for an aggregate price of $25.00 per
share and received a warrant to purchase 25,000 shares of Series A-2 Preferred
Stock. Shares of Series A-2 Preferred Stock may converted into Common Stock of
the Company at a rate of 10 shares of Common Stock for every share of Series A
Preferred Stock converted.

On December 31, 1998 the Company sold 837,521 shares of Common Stock to
Century Capital Partners, L.P. a holder of more than 5% of the Company's voting
securities, for an aggregate price of $5,000,000. Richard J. Freeman, a director
of the Company is a Vice President of Century Capital Partners, L.P. and has
investment power with respect to the shares held by Century Capital Partners,
L.P.

Richard J. Freeman is a Mr. Freeman is a Managing Member of Century Capital
Partners, Capital II, LLC which is the General Partner of Century Capital
Partners, L.P. Mr. Freeman is also a Director of the Company and a member of the
Audit Committee.

16
<PAGE>

SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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, 1999, all
executive officers and greater-than-10% shareholders filed the required Section
16(a) reports in a timely manner except for Messrs Freeman and Johnson who filed
late due to and administrative oversight.

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 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.

INDEPENDENT PUBLIC ACCOUNTANTS

Deloitte & Touche, LLP has been the independent public accountants for the
Company since 1998 and have been selected by the Audit Committee to serve again
in 2000.

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 2000 Annual Meeting must be received by the Company on
or before May 18, 2001.

17
<PAGE>

VISTA INFORMATION SOLUTIONS, INC.

ANNUAL MEETING OF STOCKHOLDERS

MONDAY, OCTOBER 23, 2000

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

VISTA INFORMATION SOLUTIONS, INC.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS PROXY
--------------------------------------------------------------------------------
The undersigned hereby appoints Thomas R. Gay and Neil A. Johnson as Proxies,
each with full power of substitution, and hereby authorizes each of them to
represent and to vote, as designated below, all the shares of Common Stock of
VISTA Information Solutions, Inc. held of record by the undersigned as of
September 8, 2000, at the Annual Meeting of Stockholders to be held on October
23, 2000, or any adjournment, thereof.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE

<PAGE>

PLEASE DETACH HERE

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

1. Election of Directors 01 Patrick A. Rivelli [ ] Vote FOR [ ] Vote
by holders of Common 02 Earl Gallegos all nominees WITHHELD
Stock and Series F 03 James B. Currie nominees from all
Preferred Stock: (except as nominees
marked)

(INSTRUCTIONS: 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, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
OF EACH OF THE NOMINEES.

Address Change? Mark Box [ ]
Indicate changes below:

Dated: ------------------------ , 2000

[ ]
[ ]

Signature(s) in Box
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.

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