-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P6FWMM1bXcJOBL9N02FV46UX3BLgurebHNKhaxTnBBLzY5EYz/3ce2AF9zQbwXLY WMFcJ9n7+VywdTOA2GuY6w== 0000927796-98-000301.txt : 19981125 0000927796-98-000301.hdr.sgml : 19981125 ACCESSION NUMBER: 0000927796-98-000301 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981124 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VISTA BANCORP INC CENTRAL INDEX KEY: 0000831979 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 222870972 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-50489 FILM NUMBER: 98757950 BUSINESS ADDRESS: STREET 1: 305 ROSEBERRY ST STREET 2: P O BOX 5360 CITY: PHILLIPSBURG STATE: NJ ZIP: 08865 BUSINESS PHONE: 9088599500 MAIL ADDRESS: STREET 1: 305 ROSEBERRY STREET STREET 2: PO BOX 5360 CITY: PHILLIPSBURG STATE: NJ ZIP: 08865-5360 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VALLEY NATIONAL BANCORP CENTRAL INDEX KEY: 0000714310 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 222477875 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1455 VALLEY RD CITY: WAYNE STATE: NJ ZIP: 07470 BUSINESS PHONE: 9733053380 MAIL ADDRESS: STREET 1: 1455 VALLEY RD CITY: WAYNE STATE: NJ ZIP: 07470 SC 13D/A 1 AMENDMENT TO NOTIFICATION OF 5% OWNERSHIP OF SEC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Vista Bancorp, Inc. (Name of Issuer) Common Stock, $.50 par value (Title of Class of Securities) 92830R103 (CUSIP Number) Gerald H. Lipkin Chairman and CEO Valley National Bank 1455 Valley Road Wayne, New Jersey 07470 (973) 305-4001 Copy to: Ronald H. Janis, Esq. Pitney, Hardin, Kipp & Szuch Mail: P.O. Box 1945 Morristown, New Jersey 07962 Delivery: 200 Campus Drive Florham Park, New Jersey 07932 (973) 966-8263 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 19, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. _ _ _ _ CUSIP No. 92830R103 1. NAME OF REPORTING PERSON. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Valley National Bancorp I.R.S. Identification No. 22-2477875 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) ______ (b) ______ 3. SEC USE ONLY. 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e). ______ 6. CITIZENSHIP OR PLACE OF ORGANIZATION. State of New Jersey NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER - 430,389 8. SHARED VOTING POWER - 0 9. SOLE DISPOSITIVE POWER - 430,389 10. SHARED DISPOSITIVE POWER - 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. 430,389 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES. _____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). 9.41% 14. TYPE OF REPORTING PERSON. CO This Schedule 13D/A amends a Schedule 13D filed on September 17, 1998 (the "Original Schedule 13D") to add certain information set forth below. This amendment does not repeat all information set forth in the Original Schedule 13D. Item 1. Security and Issuer This Schedule 13D/A relates to an investment in common stock, par value $.50 per share of Vista Bancorp, Inc. ("Vista Common Stock"), a New Jersey corporation having its principal place of business at 305 Roseberry Street, P.O. Box 5360, Phillipsburg, New Jersey 08865 ("Vista"). Item 2. Identity and Background This Schedule 13D/A is being filed by Valley National Bancorp, a New Jersey corporation and registered bank holding company ("VNB"). The address of VNB's principal place of business is 1455 Valley Road, Wayne, New Jersey 07470. The business of VNB is primarily the ownership of its subsidiary, Valley National Bank ("Valley"). Through Valley and its subsidiaries, VNB engages in a full range of commercial and personal banking activities, trust, and other activities in which bank holding companies and their bank subsidiaries are permitted to engage. Neither VNB nor, to the knowledge of VNB, any of its directors and executive officers has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or which resulted in a finding of any violation with respect to such laws. Certain other information concerning the directors and executive officers of VNB is contained in Annex I. Each of the directors and executive officers is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. VNB has used its working capital to acquire the 207,389 shares of Vista Common Stock held by it. The aggregate net cost of the shares purchased by VNB in the open market through the date hereof was $3,607,378. VNB paid $5,519,250 for 223,000 shares of Vista Common Stock, which purchase was pursuant to the Purchase Agreement with Ryan Beck described in Item 4 below. VNB used its working capital for the purchase of such shares. VNB may, from time to time after the date hereof, purchase shares of Vista Common Stock at prevailing prices in market transactions or privately negotiated purchases. No specific terms or timing for such purchases have been formulated at this time. VNB presently does not anticipate making any significant additional purchases of Vista Common Stock. VNB intends to fund the purchase of additional shares of Vista Common Stock with, as needed, the proceeds from its current cash or deposit holdings. Valley National Bank does not presently beneficially own shares of Vista Common Stock. However, Valley may from time to time purchase and sell shares of Vista Common Stock in a fiduciary or similar capacity for the accounts of others. Item 4. Purpose of the Transaction. As reported in the Original Schedule 13D, on September 14, 1998, VNB entered into a Purchase Agreement with Ryan, Beck & Co., Inc. ("Ryan Beck") to purchase from Ryan Beck 223,000 shares of Vista Common Stock and on September 17, 1998, VNB filed an application and notice (collectively, the "Federal Reserve Application") with the Governors of the Federal Reserve System (the "Federal Reserve Board") for approval, under the Bank Holding Company Act of 1956, to acquire up to a total of 9.99% of the outstanding shares of Vista Common Stock. The Federal Reserve Board approved the transaction on October 29, 1998, subject to a 15 day waiting period. The transaction was effected through Ryan, Beck on November 19, 1998 and was reported on the NASDAQ National Market System. VNB's acquisition of Vista Common Stock is for investment purposes. VNB seeks to increase its investment in shares of Vista Common Stock up to a maximum aggregate holding of 9.99% of the outstanding shares of Vista Common Stock. VNB expects to increase its holdings to that level primarily by consummating the purchase from Ryan Beck described above. VNB does not have plans, at this time, to raise its ownership interest above 9.99% or to effect any merger, reorganization, liquidation, tender offer, exchange offer or any other type of extraordinary corporate transaction described in Items 4(a)-(j) of Schedule 13D with Vista. Bank holding companies, like Vista, may review their strategic options from time to time and as a result of such review or for other reasons may seek a merger or otherwise take steps to sell the company. VNB has no intention to take any action to cause Vista to review its strategic options, or seek a merger or sale of the company. However, if Vista were to invite VNB to consider a merger or acquisition transaction, VNB would consider such a possibility and may become a merger partner, bidder or acquiror. Item 5. Interest in Securities of Issuer. VNB owns as of the date hereof 430,389 shares of Vista Common Stock. On the basis of the 4,572,262 shares reported as outstanding on October 31, 1998 on the first page of Vista's Form 10-Q for the quarter ended September 30, 1998, VNB's existing holdings of Vista Common Stock represent approximately 9.41% of the outstanding Vista Common Stock. Under commitments to the Federal Reserve Board, VNB, together with its officers and directors, may not own 10% or more of Vista's Common Stock VNB does not presently hold, through its bank subsidiary or otherwise, beneficial ownership of any shares of Vista Common Stock, in a fiduciary capacity or otherwise. Annex I discloses the names of VNB directors and officers. To VNB's knowledge, no such person listed in Annex I, except as indicated thereon, beneficially owns shares of Vista Common Stock. Except for the Ryan Beck purchase, neither VNB nor, to VNB's knowledge, any of its directors or executive officers has effected any transactions in Vista Common Stock during the past 60 days. Annex I Certain Information Regarding Directors and Executive Officers of VNB
DIRECTORS OF VALLEY NATIONAL BANCORP Shares of Vista Common Name and Business Address Stock Beneficially Owned Andrew B. Abramson 0 1122 Clifton Avenue Clifton, New Jersey 07013 Pamela R. Bronander 0 180 Brighton Road Clifton, New Jersey 07012 Joseph Coccia, Jr. 0 567 Belgrove Drive Kearny, New Jersey 07032 Austin C. Drukker 0 76 Yantacawbrook Road Upper Montclair, New Jersey 07043 Willard L. Hedden 0 1455 Valley Road Wayne, New Jersey 07470 Graham O. Jones 0 45 Essex Street Hackensack, New Jersey 07601 Walter H. Jones, III 0 45 Essex Street Hackensack, New Jersey 07601 Gerald Korde 0 38 Oak Street Clifton, New Jersey 07014 Gerald H. Lipkin 0 1455 Valley Road Wayne, New Jersey 07470 Joleen J. Martin 0 234 Sanford Avenue Kearny, New Jersey 07032 Robert E. McEntee 0 1455 Valley Road Wayne, New Jersey 07470 William H. McNear, Sr. 0 206B Landing Road Landing, New Jersey 07850 Sam P. Pinyuh 0 1455 Valley Road Wayne, New Jersey 07470 Robert Rachesky 0 1455 Valley Road Wayne, New Jersey 07470 Barnett Rukin 0 17 Franklin Turnpike Mahwah, New Jersey 07430 Peter Southway 0 1455 Valley Road Wayne, New Jersey 07470 Richard F. Tice 0 427 Chestnut Ridge Road Woodcliff Lake, New Jersey 07675 Leonard Vorcheimer 0 1455 Valley Road Wayne, New Jersey 07045 Joseph L. Vozza 0 One Depot Square Park Ridge, New Jersey 07656
EXECUTIVE OFFICERS OF VALLEY NATIONAL BANCORP Shares of Vista Common Name and Business Address Stock Beneficially Owned Jack M. Blackin 0 1455 Valley Road Wayne, New Jersey 07470 Harold P. Cook, III 0 886 Belmont Avenue North Haledon, New Jersey 07508 Peter Crocitto 0 1455 Valley Road Wayne, New Jersey 07470 Alan Eskow 0 1455 Valley Road Wayne, New Jersey 07470 Robert E. Farrell 0 1455 Valley Road Wayne, New Jersey 07470 Richard P. Garber 990 1455 Valley Road Wayne, New Jersey 07470 Alan D. Lipsky 0 1455 Valley Road Wayne, New Jersey 07470 Robert M. Meyer 0 1455 Valley Road Wayne, New Jersey 07470 Robert Mulligan 0 1455 Valley Road Wayne, New Jersey 07470 John H. Prol 0 1455 Valley Road Wayne, New Jersey 07470 Peter John Southway 0 1455 Valley Road Wayne, New Jersey 07470
SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 19, 1998 VALLEY NATIONAL BANCORP GERALD H. LIPKIN By: ______________________________ Gerald H. Lipkin Chairman and CEO -----END PRIVACY-ENHANCED MESSAGE-----