SCHEDULE 14A
(Rule 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14 (a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ x ]
Check the appropriate box:
Preliminary Proxy Statement [x]
Confidential, for Use
of the Commission Only (as permitted by Rule 14a-6(e) (2) [ ]
Definitive Proxy Statement [ ]
Definitive Additional Materials [ ]
Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12
VISTA BANCORP, INC.
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(Name of Registrant as Specified In Its Charter)
COMMITTEE TO PRESERVE SHAREHOLDER VALUE
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(Name of Person (s) filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14 (a)-6(i) (4) 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 previously with preliminary materials.
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[ ] 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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VISTA BANCORP, INC.
________________
ANNUAL MEETING OF STOCKHOLDERS
April 26, 2001
___________________
PRELIMINARY PROXY STATEMENT OF THE VISTA BANCORP, INC. COMMITTEE
TO PRESERVE SHAREHOLDER VALUE (THE "COMMITTEE")
[OPPOSES THE BOARD OF
DIRECTORS OF VISTA BANCORP, INC.]
This Proxy Statement and WHITE proxy card are being furnished to holders of the
common stock (the "Stockholders"), par value $.50 per share (the "Common Stock")
of Vista Bancorp, Inc. (the "Company") a New Jersey Corporation, in connection
with the solicitation of proxies (the "Proxy Solicitation") by the Vista
Bancorp, Inc. Committee to Preserve Shareholder Value (the "Committee"). The
Annual Meeting of Stockholders is to be held on April 26, 2001 at 9:30 p.m.
(local time), at the Warren Hospital, 185 Roseberry Street, Phillipsburg, New
Jersey, (the "Annual Meeting"). Stockholders who own the Common Stock on March
12, 2001 will be entitled to vote ("Annual Meeting Record Date"). The Company's
principal executive offices are located at 305 Roseberry Street, Phillipsburg,
NJ 08865.
At the Annual Meeting, the Company will be seeking (i) the election of three
Directors for a term of three years or until his successor has been elected and
qualified and (ii) ratification of the appointment of Rudolph, Palitz LLC, as
independent auditors.
The Committee members own approximately 230,195 shares (4.51%) of the Company's
outstanding Common Stock and are soliciting the votes of other Stockholders to
elect three Directors at this year's Annual Meeting. The Committee is soliciting
your proxy in support of the election of Peter Bray, ("Bray") Dennis Pollack
("Pollack") and Richard Baer("Baer") the ("Committee Nominees") to the Company's
Board of Directors.
The Committee consists of Seidman and Associates, L.L.C. ("SAL"), a New Jersey
Limited Liability Company; Seidman Investment Partnership, L.P.; ("SIP"), a New
Jersey Limited Partnership; Seidman Investment Partnership II, L.P.("SIP II");
Kerrimatt, L.P. ("Kerrimatt"); Federal Holdings, LLC ("Federal"); Pollack
Investment Partnership, LP ("PIP") Bray, Pollack, Baer and Seidman,
individually and as a representative of his discretionary clients. This Proxy
Statement and WHITE proxy card are being first mailed or furnished to
Stockholders on or about March 29, 2000.
The Committee's goal is to preserve shareholder value and it is the opinion of
the Committee that one of the best ways to accomplish this goal is through the
representation of significant shareholders on the Board of Directors. Through
representation on the Board of Directors, the Committee Nominees will attempt to
persuade the Board of Directors to: (i) accelerate the Company's share
repurchase program; and (ii)retain an investment banker to determine the value
of the Company in a sale versus remaining independent.
Remember, your last dated proxy is the only one which counts, so return the
WHITE card even if you delivered a prior proxy. We urge you not to return any
proxy card sent to you by the Company.
Your vote is important, no matter how many or how few shares you hold. If your
shares are held in the name of a brokerage firm, bank, or nominee, only they can
vote your shares and only upon receipt of your specific instructions.
Accordingly, please return the WHITE proxy card in the envelope provided by your
Bank or Broker or contact the person responsible for your account and give
instructions for such shares to be voted for the Committee Nominees.
If your shares are registered in more than one name, the WHITE proxy card should
be signed by all such persons to ensure that all shares are voted for the
Committee's Nominees.
Please refer to the Company's proxy statement for a full description of
management's proposals, the securities ownership of the Company, the share vote
required to ratify each proposal, information about the Company's Officers and
Directors, including compensation, information about the ratification of the
appointment of Rudolph, Palitz LLC, as independent auditors and the date by
which Stockholders must submit proposals for inclusion in the next Annual
Meeting.
Holders of record of shares of Common Stock on the Annual Meeting Record Date
are urged to submit a proxy even if such shares have been sold after that date.
The number of shares of Common Stock outstanding as of the Annual Meeting Record
Date is 5,097,389. Each share of Common Stock is entitled to one vote at the
Annual Meeting.
If you have any questions or need assistance in voting your shares, please call:
MalCon Proxy Advisors, Inc.
130 William Street
New York, New York 10038
(Call Toll Free (800) 475-9320)
THE COMMITTEE'S GOAL:
OUR GOAL IS TO MAXIMIZE THE VALUE
OF THE COMPANY'S STOCK FOR ALL
STOCKHOLDERS.
The Committee believes its fellow Stockholders have the same goal: to maximize
the value of the Company's stock they purchased. The Committee believes that the
Company should immediately retain an investment banker to explore a sale of the
Company at a premium. Concurrently, the investment banker should also evaluate
whether the Company can make in-market accretive acquisitions (acquisitions that
will add to the earnings per share of the Company within one year). The
Committee does not believe that the value of the Company's stock can be
maximized solely through internal growth.
If the Company cannot grow through accretive acquisitions, the goal to maximize
value can be accomplished most effectively by selling or merging the Company.
The only way the Committee can be assured that its proposals receive appropriate
consideration is through Board representation. The Committee has urged
management to pursue acquisition/merger discussions with potentially interested
banks so the Company could properly compare the economic benefits of an
acquisition of other financial institutions to a sale of the Company.
No guarantee, or assurance, can be given that the Committee's proposals will
result in a maximization of shareholder value. It is simply, and solely, the
Committee's opinion that these proposals are likely to produce positive results
for all shareholders.
SEIDMAN'S JANUARY 25, 2001 MEETING WITH
BARBARA HARDING AND SENIOR MANAGEMENT
Seidman met with Barbara Harding ("Harding"), President and Chief Executive
Officer of the Company and three members of senior management on January 25,
2001. At this meeting, the Chief Financial Officer, William F. Keefe, CPA,
admitted that the repurchase of shares at below a $21 price would be
economically beneficial to the Company. He also stated that the Company had not
been repurchasing shares even though the Company's stock price ranged between
$15.59 and $17.25 during the calendar year 2000. In addition Harding stated
during her private meeting with Seidman on that same day, that the Board had no
desire to entertain any proposals to merge with or sell the Company to any
larger financial institution.
Seidman, at his private meeting with Harding, requested that the Company's Board
be enlarged by one (1) seat and that he be added to the Board. Seidman would
then become one (1) of eleven (11) directors. It is obvious that if Seidman was
one (1) of eleven (11) directors, he could not force the Company to do anything
without the support of five (5) other directors. Seidman informed Harding that
if the Board rejected his request he would have no alternative but to run a
slate of three (3) directors against the Company's slate of directors.
THE PRICE RECEIVED BY ALL NEW JERSEY COMMERCIAL BANKS SOLD
IN THE LAST THREE CALENDAR YEARS COMPARED TO
THE COMPANY'S FINANCIAL RESULTS
The Company's stock, based upon its closing price of $21.00 on March 22, 2001,
is trading at 1.98 times its December 31, 2000 $10.57 book value and 15.21 times
its December 31, 2000 diluted earnings per share of $1.38. In the opinion of the
Committee, unless the Company can do an accretive acquisition, a sale of the
Company at this time will be more beneficial than the Company remaining an
independent financial institution, especially because of the Company's relative
low equity to asset ratio of approximately 7.76%. These facts are supported by
the following chart, which reflects the price to book value, deposit premium and
price to last twelve months earnings multiple paid in connection with the below
list of mergers:(The Independence Comm. Bank Corp. purchase of Broad National
Bancorp(approximately $622 million in assets) is the closest comparable to the
Company because of size.)
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Announce Price/ Deposit Price/
Buyer Name Target Name Date Book Premium LTM EPS
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FleetBoston Fin. Corp. Summit Bancorp 10/2/00 235.66 19.06 15.18
MetLife Inc. Grand Bank NA 8/16/00 NA NA NA
Fulton Fin. Corp. Skylands Fin. Corp. 2/23/00 208.94 10.85 14.63
Nat.Penn Banshares Inc. Panasia Bank 2/14/00 222.97 14.71 18.53
Staten Is. Bancorp Inc. First State Bancorp 8/18/99 212.26 15.57 18.72
Hudson United Bancorp Southern Jersey
Bancorp of DE 6/29/99 160.20 7.60 NM
Independence Comm. Bank Broad Nat.Bancorp 2/1/99 296.09 21.13 18.66
Corp.
Valley National Bancorp Ramapo Fin.Corp. 12/17/98 293.35 26.30 29.48
Lakeland Bancorp High Point Fin.Corp.12/7/98 293.38 23.61 32.07
Commerce Bancorp Inc. Prestige Fin. Corp. 9/17/98 325.65 20.90 24.62
Commerce Bancorp Inc. Community First 8/13/98 529.39 36.83 33.32
Banking Co.
Richmond Cty. Fin.Corp. Ironbound Bancorp 7/17/98 240.96 18.35 21.77
United National Bancorp State Bank of 6/25/98 447.42 36.52 38.54
South Orange
Hudson United Bancorp. Community Fin. 3/3/98 224.32 13.05 45.14
Holding
Mean 284 20 25.9
Median 241 19 23.2
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Based upon the Independence Community Bank Corp purchase of Broad National
Bancorp and the mean and median valuations shown above, the Company, based upon
a $10.10 book value, $591,480 of deposits and $1.38 diluted earning per share
for the Calendar Year 2000, is worth the following range:
Book Value Deposit Premium LTM Earning
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Independence 29.90 34.57 25.75
Mean 28.68 33.20 35,74
Median 24.34 29.18 32.01
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There can be no assurance or guarantee that the Company would receive a price
equal to or greater than the prices paid to the companies listed above.
THEREFORE A VOTE FOR THE
COMMITTEE NOMINEES IS A VOTE
TO START THE PROCESS TO
ACCELERATE THE SHARE REPURCHASE
PROGRAM, ATTEMPT TO DO AN
ACCRETIVE ACQUISITION AND
IF NOT POSSIBLE SELL
THE COMPANY FOR A PREMIUM
PRICE WHICH IS OPPOSED BY THE
PRESENT BOARD AND MANAGEMENT
Each Stockholder should be aware that the present election is only to elect
three Directors to the Board of Directors of the Company and has nothing to do
with the election of Directors to Vista Bancorp, NA, (the "Association"), the
wholly owned banking subsidiary of the Company. The present Directors of the
Company, even if the three (3) Committee Nominess win this election, will still
be able to appoint the Board of Directors of the Association, including the
Company Nominees, even if they lose the election.
If a sale of the Company is not possible at a satisfactory price, the Committee
Nominees, if elected, will work to increase the Company's earnings, earnings per
share, earning assets and deposits and will strongly recommend that the Company
aggressively pursue its stock repurchase program. In addition, the Committee
Nominees will attempt to persuade the Company to pursue an accretive
acquisition. The Board of Directors of the Company would have to determine a
satisfactory price which could be either all cash or a combination of cash and
stock. To accomplish the Committee's goal, the Nominees, if elected, will need
the cooperation of three of the other Directors. Furthermore, the Nominees'
plans could change subject to the fiduciary duty they will owe to all
shareholders, if elected.
The Committee bases its position that the Board of Directors and Management of
the Company oppose a sale of the Company upon a statement by Harding to Seidman,
at the January 25, 2001 meeting. Specifically, she told Mr. Seidman that at the
present time the Board is not interested in even considering a sale of the
Company.
Shareholders will not be afforded a separate opportunity to vote on the
implementation of a stock repurchase program. Shareholders will be required to
vote on a sale or a merger; except an acquisition for cash may not require
shareholder approval.
MR. SEIDMAN'S PAST HISTORY OF PROMOTING THE
MAXIMIZATION OF SHAREHOLDER VALUE
Seidman, Pollack and Baer have been involved in proxy contests in connection
with the following six separate companies since 1995, IBS Financial
Corp.("IBSF"), Wayne Bancorp, Inc. ("WYNE"), South Jersey Financial Corp., Inc.
("SJFC"), Citizens First Financial Corp. ("CFSB"), Yonkers Financial Corp.
("YFCB") and First Federal Savings and Loan Association of East Hartford
("FFES")* seeking to maximize shareholder value by either an accretive
acquisition or sale of the respective companies. IBSF, WYNE, FFES, and SJFC were
sold at significant premiums to their book value and earnings, as shown by the
following chart:
Multiples [X] Director
Seller Buyer Book Value % LTM EPS [X] Nominees
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Wyne Valley National Bancorp 2.00 31.7 Pollack-Seidman
IBSF Hudson United Bancorp. 1.76 30.0 Seidman-Pollack
SJFC Richmond Cty. Fin. Corp. 1.14 24.1 Seidman-Baer
FFES Connecticut Bancshares,Inc. 1.37 13.5 Seidman
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Pollack was a member of the Board of WYNE. Baer was a member of the Board of
SJFC. Seidman was a member of the Board of SJFC and is still a member of the
Board of FFES.
Seidman was not successful in his proxy contest with CFSB and YFCB. However,
Seidman was successful in having CFSB conduct a Dutch Auction for 15% of its
outstanding shares. Seidman had proposed this Dutch Auction and, in an agreement
with CFSB, agreed to tender the shares he controlled into the auction and to
execute a standstill agreement. Thus, the Dutch Auction resulted in large
measure from proposals made by, and actions undertaken, by Seidman. With respect
to YFCB Seidman, as announced during YFCB's last Annual Meeting in January 2001,
is attempting to find an acquirer for YFCB.
The Board of Directors of CNYF and AHCI, each agreed voluntarily to increase by
one (1) the size of the Board and Seidman was added to each respective Board.
CNYF was sold to Niagara Bancorp, Inc. at a premium price of 1.30 times book and
27.57 times its last twelve (12) month earnings. Seidman is presently a member
of the Board of AHCI.
In addition, Seidman filed a Schedule 13D disclosing a plan to maximize
shareholder value through an accretive acquisition or sale of 1st Bergen
Bancorp, Inc. ("FBER"), Eagle BancGroup, Inc. ("EGLB"), and Jade Finacial
Corporation ("IGAF"). All three institutions were sold shortly after the
respective announcements. FBER was sold to Kearney Savings Bank for 146 % of
book value and 34.4 times earnings. EGLB was sold to First Busey Corporation for
1.36% of book value and 33 times earnings. IGAF was sold to PSB Bancorp, Inc.
for 92% of book value and 26.06 times earnings. Except for IGAF, these companies
were sold at a significant premium to book value and earnings and its prevailing
stock price.
All of the above instiutions were thrifts and not a commercial bank like the
Company. Commercial banks normally receive multiples greater than thrifts.
There is no guarantee that the Company can be sold for a premium equal to or
greater than the premium paid for the other commercial banks and thrifts
mentioned in this proxy statement.
LITIGATION BETWEEN SEDMAN, SAL AND THE COMPANY
On February 15, 2001, the Company amended its By-Laws in an attempt to prohibit
Seidman from seeking election to the Board and prohibiting him from nominating
anyone for election to the Board. (See Form 8-K filed by the Company on February
16, 2001 with the Securities and Exchange Commission.) The By-Law amendment was
approved only after Seidman made a request to the Company's management that the
Board be enlarged by one(1) seat and he be added to the Board. Seidman also
disclosed to the Company's management that if his request was rejected he
intended to nominate three directors, including himself, to challenge the three
Company director nominees at the next Annual Meeting. On February 16, 2001,
Harding informed Seidman that his request was denied.
On February 22, 2001, Seidman and SAL filed an Order To Show Cause, Complaint,
Certification Verifying the Complaint, and a Brief against the Company seeking
an Order, in part, (i) decreeing that the By-Law Amendments are unlawful and
unenforceable; (ii) enjoining the application and enforcement of the By-Law
Amendments; and (iii) decreeing that Seidman is eligible for service on the
Board of Directors. On March 12, 2001 Judge Reisner, P.J.Ch., denied the
Plaintiff's request for a temporary restraining Order enjoining enforcement of
the By-Law Amendments.
ELECTION OF COMMITTEE NOMINEES
When you return the Committee's proxy card you are only voting for Bray, Pollack
and Baer. Each of these candidates has consented to being named in this Proxy
Statement and has agreed to serve as a Director, if elected.
Peter R. Bray is 52 years old and his address is 5 Bourbon Street, Wayne, NJ
07470. He is the senior member of Bray, Chiocca Rothstadt & Miller, LLC,
Attorneys At Law. He has been a practicing attorney since 1973.
Richard Baer is 53 years old and his address is 3 Webster Avenue, Summit, NJ
07910. Since February 1988, Mr. Baer has been Chairman of the Board and
President of Casper Partition System, Inc., a company principally involved in
the re-furbishing of work stations.
Dennis Pollack is 50 years old and his address is 47 Blueberry Drive, Woodcliff
Lake, NJ 07675. He is Director, President and Executive Officer of Pegasus
Funding Group and Co-General Partner, Pollack Investment Partnership, LP.
The members of the Committee have agreed to act in concert; however, they have
expressly reserved the right to terminate their agreement to act in concert.
During the last ten (10) years: (i) none of the Committee members has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); (ii) none of the Committee members, has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree, or final
order enjoining future violations of, or prohibiting activities subject to,
federal or state securities laws, or finding any violation with respect to such
laws; (iii) the Committee members, other than SIPII, Pollack, Bray, Baer and
Kerrimatt, were parties to a civil proceeding which ultimately mandated
activities that were subject to federal securities laws. Specifically, a civil
action was filed by IBSF, during a proxy contest with certain members of the
Committee, in the U.S. District Court. This litigation named the members of the
Committee, as Defendants; except, SIPII, Pollack, PIP, Bray, Baer and Kerrimatt.
The claim was made that three members on the Committee did not make all of the
disclosures required by the Securities Exchange Act of 1934. The District Court
entered a Judgment dismissing the claims made by IBSF. The Third Circuit Court
of Appeals reversed in part, and remanded the matter, determining that two (2)
additional disclosures should have been made. Pending the remand, an Amended
Schedule 13D was filed making additional disclosures with regard to Seidcal
Associates and Kevin Moore concerning the background, biographical and
employment, information on Brant Cali of Seidcal and Kevin Moore of Federal.
Thereafter, the District Court entered a Judgment After Remand which directed
the inclusion of these disclosures in the Schedule 13D.
None of the Committee members is, or was within the past year, a party to any
contract, arrangements or understandings with any person with respect to any
securities of the registrant, including, but not limited to joint ventures, loan
or option arrangements, puts or calls, guarantees against loss or guarantees of
profit, division of losses or profits, or the giving or withholding of proxies.
In addition none of the Committee members or any associates of the Committee
members have any arrangement or understanding with any person (a) with respect
to any future employment by the Company or its affiliates; or (b) with respect
to any future transactions to which the Company or any of its affiliates will or
may be a party.
Mr. Seidman is the manager of SAL and Federal, Co-General Partner with Pollack
in PIP, and is the President of the Corporate General Partner of SIP and SIPII
and the investment manager for Kerrimatt; and, in that capacity, Mr. Seidman has
the authority to cause those entities to acquire, hold, trade, and vote these
securities and with respect to PIP, Seidman shares these functions with Pollack.
SAL, SIP, SIP II, Kerrimatt, Pollack and Federal were all created to acquire,
hold, and sell publicly-traded securities. None of these entities was formed to
solely acquire, hold, and sell the Company's securities. Each of these entities
owns securities issued by one or more companies other than the Company. The
members and limited partners in SIP, SIP II, SAL, Kerrimatt, PIP and Federal are
all passive investors, who do not - and cannot - directly, or indirectly,
participate in the management of these entities, including without limitation
proxy contests. Seidman's total compensation is dependent upon the profitability
of the operations of these entities, but no provision is made to compensate
Seidman solely based upon the profits resulting from transactions from the
Company's securities. In SAL, Seidman receives an annual fee and a percentage of
the profits, after the Members receive a return on their investment. In SIP,
SIPII and PIP, Seidman receives an annual fee, which is payable quarterly, based
uppon a valuation of the assets, and he receives a percentage of the profits. In
Kerrimatt, Seidman receives an annual fee, which is payable quarterly based upon
a valuation of the assets with a stated maximum fee payable, and he receives a
percentage of the profits after a return to limited partners. In Federal,
Seidman receives a percentage of the profits.
On November 8, 1995, the acting Director of the Office of Thrift Supervision
("OTS") issued a Cease and Desist Order against Seidman ("C & D"), after finding
that Seidman recklessly engaged in unsafe and unsound practices in the business
of an insured institution. The C & D actions complained of were Seidman's
allegedly obstructing an OTS investigation. The C & D ordered him to cease and
desist from (i) any attempts to hinder the OTS in the discharge of its
regulatory responsibilities, including the conduct of any OTS examination or
investigation; and (ii) any attempts to induce any person to withhold material
information from the OTS related to the performance of its regulatory
responsibilities. The Order also provides that for a period of no less than
three (3) years if Seidman becomes an institution-affiliated party of any
insured depository institution subject to the jurisdiction of the OTS, to the
extent that his responsibilities include the preparation or review of any
reports, documents, or other information that would be submitted or reviewed by
the OTS in the discharge of its regulatory functions, all such reports,
documents, and other information shall, prior to submission to, or review by the
OTS, be independently reviewed by the Board of Directors or a duly appointed
committee of the Board to ensure that all material information and facts have
been fully and adequately disclosed. In addition, a civil money penalty in the
amount of $20,812 was assessed.
The voting power over the Company's securities is not subject to any
contingencies beyond standard provisions for entities of this nature (i.e.,
limited partnerships and limited liability companies) which govern the
replacement of a manager or a general partner. Specifically, the shares held by
each of the named entities are voted in the manner that Seidman elects, in his
non-reviewable discretion; except for PIP, where the voting discretion is shared
with Pollack.
Additional Information concerning the Committee is set forth in Appendices A and
B hereto. Each of the individuals listed on Appendix A attached hereto is a
citizen of the United States.
AUDITORS
The Committee has no objection to the ratification of the appointment of
Rudolph, Palitz LLC, as independent accountants for the Company for the fiscal
year ending December 31, 2001.
SOLICITATION; EXPENSES
Proxies may be solicited by the Committee by mail, advertisement, telephone,
facsimile, telegraph, and personal solicitation. Phone calls will be made to
individual shareholders by Seidman, Bray, Baer, Pollack and employees of MalCon
Proxy Advisors, Inc. Seidman and the Committee Nominees will be principally
responsible to solicit proxies for the Committee and certain of Seidman's
employees will perform secretarial work in connection with the solicitation of
proxies, for which no additional compensation will be paid. Banks, brokerage
houses, and other custodians, nominees, and fiduciaries will be requested to
forward the Committee's solicitation material to their customers for whom they
hold shares and the Committee will reimburse them for their reasonable
out-of-pocket expenses. The Committee has retained MalCon Proxy Advisors, Inc.
to assist in the solicitation of proxies and for related services. The Committee
will pay MalCon Proxy Advisors, Inc. a fee of up to $20,000 and has agreed to
reimburse it for its reasonable out-of-pocket expenses. In addition, the
Committee has also agreed to indemnify MalCon Proxy Advisors, Inc. against
certain liabilities and expenses, including liabilities and expenses under the
federal securities laws. The Securities and Exchange Commission deems such an
indemnification to be against public policy. Approximately ten (10) persons will
be used by MalCon Proxy Advisors, Inc. in its solicitation efforts.
The entire expense of preparing, assembling, printing, and mailing this Proxy
Statement and related materials and the cost of soliciting proxies will be borne
by Seidman, SAL, SIP, PIP and SIP II. T he Committee does not intend to solicit
proxies via the Internet.
Although no precise estimate can be made at the present time, the Committee
currently estimates that the total expenditures relating to the Proxy
Solicitation incurred by the Committee will be approximately $50,000 of which
$20,000 has been incurred to date. The Committee intends to seek reimbursement
from the Company for those expenses incurred by the Committee, if the
Committee's Nominees are elected, but does not intend to submit the question of
such reimbursement to a vote of the Stockholders.
For the proxy solicited hereby to be voted, the enclosed WHITE proxy card must
be signed, dated, and returned to the Committee, c/o MalCon Proxy Advisors,
Inc., in the enclosed envelope in time to be voted at the Annual Meeting. If you
wish to vote for the Committee Nominees, you must submit the enclosed WHITE
proxy card and must NOT submit the Company's proxy card. If you have already
returned the Company's proxy card, you have the right to revoke it as to all
matters covered thereby and may do so by subsequently signing, dating, and
mailing the enclosed WHITE proxy card. ONLY YOUR LATEST DATED PROXY WILL COUNT
AT THE ANNUAL MEETING. Execution of a WHITE proxy card will not affect your
right to attend the Annual Meeting and to vote in person. Any proxy may be
revoked as to all matters covered thereby at any time prior to the time a vote
is taken by (i) filing with the Secretary of the Company a later dated written
revocation; (ii) submitting a duly executed proxy bearing a later date to the
Committee; or (iii) attending and voting at the Annual Meeting in person.
Attendance at the Annual Meeting will not in and of itself constitute a
revocation.
Shares of Common Stock represented by a valid, unrevoked WHITE proxy card will
be voted as specified. You may vote for the Committee's Nominees or withhold
authority to vote for the Committee's Nominees by marking the proper box on the
WHITE proxy card. Shares represented by a WHITE proxy card where no
specification has been made will be voted for the Committee's Nominees and for
Rudolph, Palitz LLC, as auditors.
Except as set forth in this Proxy Statement, the Committee is not aware of any
other matter to be considered at the Annual Meeting. The persons named as
proxies on the enclosed WHITE proxy card will, however, have discretionary
voting authority as such proxies regarding any other business that may properly
come before the Annual Meeting.
If your shares are held in the name of a brokerage firm, bank, or nominee, only
they can vote such shares and only upon receipt of your specific instructions.
Accordingly, please return the proxy in the envelope provided to you or contact
the person responsible for your account and instruct that person to execute on
your behalf the WHITE proxy card.
Only holders of record of Common Stock on the Annual Meeting Record Date will be
entitled to vote at the Annual Meeting. If you are a Stockholder of record on
the Annual Meeting Record Date, you will retain the voting rights in connection
with the Annual Meeting even if you sell such shares after the Annual Meeting
Record Date. Accordingly, it is important that you vote the shares of Common
Stock held by you on the Annual Meeting Record Date, or grant a proxy to vote
such shares on the WHITE proxy card, even if you sell such shares after such
date.
The Committee believes that it is in your best interest to elect the Committee's
Nominees as Directors at the Annual Meeting. THE COMMITTEE STRONGLY RECOMMENDS A
VOTE FOR THE COMMITTEE NOMINEES AND FOR THE PROPOSED AUDITORS.
VISTA BANCORP, INC.COMMITTEE TO PRESERVE SHAREHOLDER VALUE.
I M P O R T A N T !!!
If your shares are held in "Street Name" only your bank or broker can vote your
shares and only upon receipt of your specific instructions. Please return the
proxy provided to you or contact the person responsible for your account and
instruct them to vote for the Committee's Nominees on the WHITE proxy card.
If you have any questions, or need further assistance, please call Lawrence
Seidman at 973-560-1400, Extension 108, or, our proxy solicitor: MalCon Proxy
Advisors, Inc., 130 William Street, New York, New York 10038, at 800-475-9320.
APPENDIX A
THE COMMITTEE TO PRESERVE SHAREHOLDER
VALUE AND ITS NOMINEES
The participants who comprise the Committee own in the aggregate 230,195 shares
of Common Stock, representing approximately 4.51% of the shares outstanding and
are as follows:
Seidman and Associates, L.L.C. ("SAL"), is a New Jersey limited liability
company, organized to invest in securities, whose principal and executive
offices are located at 19 Veteri Place, Wayne, New Jersey 07470. Lawrence
Seidman is the Manager of SAL and has sole investment discretion and voting
authority with respect to such securities.
Seidman Investment Partnership, L.P. ("SIP"), is a New Jersey limited
partnership, whose principal and executive offices are located at 19 Veteri
Place, Wayne, NJ 07470. Veteri Place Corporation is the sole General Partner of
SIP and Lawrence Seidman is the only shareholder director and officer of Veteri
Place Corporation. Seidman has sole investment discretion and voting authority
with respect to such securities.
Seidman Investment Partnership II, L.P. ("SIPII"), is a New Jersey limited
partnership, whose principal and executive offices are located at 19 Veteri
Place, Wayne, NJ 07470. Veteri Place Corporation is the sole General Partner of
SIPII and Lawrence Seidman is the only shareholder director and officer of
Veteri Place Corporation. Seidman has sole investment discretion and voting
authority with respect to such securities.
Kerrimatt, LP (Kerrimatt), is a limited partnership formed, in part, to invest
in stock of public companies whose principal and executive offices are located
at 80 Main Street, West Orange, New Jersey 07052. Lawrence Seidman has the sole
investment discretion and voting authority with respect to such securities until
May 2000.
Federal Holdings L.L.C. ("Federal"), is a New York limited liability company,
organized to invest in securities, whose principal and executive offices are
located at One Rockefeller Plaza, 31st Floor, New York, NY 10020. Lawrence B.
Seidman is the Manager of Federal and has sole investment discretion and voting
authority with respect to such securities.
Pollack Investment Partnership ("PIP") is a New Jersey limited partnership whose
principal and executive offices are located at 47 Blueberry Drive, Woodcliff
Lakes, New Jersey 07675. Pollack and Seidman are co-general partners of PIP and
share the investment discretion and voting authority with respect to such
securities.
Seidman is a private investor, with discretion over certain client accounts and
is the Manager of Federal and SAL, and the President of the Corporate General
Partner of SIP and SIP II, co-general partner of PIP and the investment manager
of Kerrimatt. See Footnote No. 1 below for information concerning regulatory
action.
Dennis Pollack is the co-general partner of PIP and shares discretion with
Seidman with respect to this entity, and is a businessman and a private
investor.
Peter Bray is an attorney and a private investor.
Richard Baer is a businessman and a private investor.
Name Business Address # of shares of
common stock
beneficially owned % of Class
Seidman and Associates 100 Misty Lane 58,750
L.L.C. (SAL) Parsippany, NJ 07054
Seidman Investment 19 Veteri Place 31,500
Partnership, L.P. (SIP) Wayne, NJ 07470
Seidman Investment 19 Veteri Place 29,500
Partnership II, L.P. Wayne, NJ 07470
(SIPII)
Kerrimatt, LP 80 Main St. 30,450
West Orange, NJ 07052
Federal Holdings, LLC One Rockefeller Plaza 32,000
New York, NY 10020
Pollack Investment 47 Blueberry Drive 18,000
Partnership, LP (PIP) Woodcliff Lake, NJ 07675
Lawrence B. Seidman (1) 100 Misty Lane 223,195
Parsippany, NJ 07054
Peter R. Bray 5 Bourbon Street 1,000
Wayne, NJ 07470
Dennis Pollack 47 Blueberry Drive 6,000
Woodcliff Lake, NJ 07675
Richard Baer 3 Webster Avenue 2,000
Summit, NJ 07910
______________________________________
(1)Sonia Seidman, Seidman's wife owns 11,925 shares which are included in the
above share ownership. Seidman may be deemed to have sole voting power and
dispositive power as to 182,200 shares beneficially owned by SIP, SIP II, SAL,
Kerrimatt and Federal and shared voting power and dispositive power as to the
18,000 shares owned by PIP. On November 8, 1995, the acting director of the
Office of Thrift Supervision (OTS) issued a Cease and Desist Order against
Seidman ("C & D") after finding that Seidman recklessly engaged in unsafe and
unsound practices in the business of an insured institution. The C & D actions
complained of were Seidman's allegedly obstructing an OTS investigation. The C &
D ordered him to cease and desist from (i) any attempts to hinder the OTS in the
discharge of its regulatory responsibilities, including the conduct of any OTS
examination or investigation; and (ii) any attempts to induce any person to
withhold material information from the OTS related to the performance of its
regulatory responsibilities. The Order also provides that for a period of no
less than three (3) years if Seidman becomes an institution-affiliated party of
any insured depository institution subject to the jurisdiction of the OTS, to
the extent that his responsibilities include the preparation or review of any
reports, documents, or other information that would be submitted or reviewed by
the OTS in the discharge of its regulatory functions, all such reports,
documents, and other information shall, prior to submission to, or review by the
OTS, be independently reviewed by the Board of Directors or a duly appointed
committee of the Board to ensure that all material information and facts have
been fully and adequately disclosed. In addition, a civil money penalty in the
amount of $20,812 was assessed.
APPENDIX B
DATE PRICE PROCEEDS SHARES
- --------------------------------------------------------------------------------
SEIDMAN & ASSOCIATES LLC
42600 14.63 73,125.00 5,000
51200 STK DIV 250
62800 13.81 20,718.75 1,500
71100 13.56 47,468.75 3,500
8300 13.75 68,750.00 5,000
8800 13.75 96,250.00 7,000
101800 15.06 7,531.25 500
103000 15.06 15,062.50 1,000
11900 15.06 75,312.50 5,000
112700 15.86 317,250.00 20,000
12700 16.75 33,500.00 2,000
21601 19.56 19,562.50 1,000
22101 19.68 118,092.00 6,000
22201 19.62 19,625.00 1,000
- ------------------------------------------------------------------------
SUB-TOTAL 912,248.25 58,750
SEIDMAN INVEST. PARTNERSHIP, LP
62200 13.81 13,812.50 1,000
71100 13.56 47,468.75 3,500
8300 13.75 68,750.00 5,000
8800 13.75 61,875.00 4,500
92100 13.81 34,531.25 2,500
112700 15.86 158,625.00 10,000
21601 19.56 19,562.50 1,000
22101 19.68 65,344.24 3,320
22201 19.62 13,345.00 680
- ------------------------------------------------------------------------
SUB-TOTAL 483,314.24 31,500
LAWRENCE SEIDMAN & DISCRETIONARY CLIENTS
41700 14.56 14,562.50 1,000
51200 ST DIV 0.00 50
11800 15.04 7,522.00 500
11800 15.04 22,560.00 1,500
11900 15.04 30,084.00 2,000
11900 15.04 45,120.00 3,000
111300 14.91 5,966.00 400
112700 15.86 94,778.44 5,975
12700 16.54 16,544.00 1,000
12700 16.54 16,544.00 1,000
12700 17.07 1,024.00 60
12700 17.07 1,024.00 60
21601 19.60 19,604.00 1,000
21601 19.60 19,604.00 1,000
21601 19.60 19,600.00 1,000
22001 19.60 15,680.00 800
22001 19.60 19,604.00 1,000
22001 19.60 23,524.00 1,200
- ------------------------------------------------------------------------
SUB-TOTAL 373,344.94 22,545
KERRIMATT, LP
71100 13.56 47,468.75 3,500
8800 13.75 61,875.00 4,500
9700 13.93 34,843.75 2,500
11900 15.06 37,656.25 2,500
112700 15.86 158,625.00 10,000.00
21601 19.56 19,562.50 1,000.00
22101 19.68 65,344.24 3,320
22201 19.62 13,345.00 680
3801 19.94 48,846.87 2,450
- ------------------------------------------------------------------------
SUB-TOTAL 487,567.36 30,450
FEDERAL HOLDINGS LLC
61500 13.93 20,906.25 1,500
71100 13.56 47468.75 3,500
8800 13.75 61,875.00 4,500
110800 15.06 37,656.25 2,500
112700 15.86 158,625.00 10,000
11001 18.25 91,250.00 5,000
21601 19.56 19,562.50 1,000
22101 19.68 65,344.24 3,320
22201 19.62 13,345.00 680
- ------------------------------------------------------------------------
SUB-TOTAL 516,032.99 32,000
SEIDMAN INVEST. PARTNERSHIP II, LP
71100 13.56 47,468.75 3,500
8800 13.75 61,875.00 4,500
9700 13.93 34,843.75 2,500
101800 15.06 7,531.25 500
11100 15.06 22,593.75 1,500
112700 15.86 158,625.00 10,000
21600 19.56 19,562.50 1,000
22101 19.68 65,344.24 3,320
22201 19.62 13,345.00 680
3801 19.94 48,846.87 2,450
- ------------------------------------------------------------------------
SUB-TOTAL 480,036.11 29,950
POLLACK INVESTMENT PARTNERSHIP, LP
112700 15.86 158,625.00 10,000
21601 19.56 19,562.50 1,000
22101 19.68 65,344.24 3,320
22201 19.62 13,345.00 680
3501 20.06 60,187.50 3,000
- ------------------------------------------------------------------------
SUB-TOTAL 317,064.24 18,000
DENNIS POLLACK
21401 19.68 19,747.50 1,000
21401 19.62 19,685.00 1,000
21401 19.56 19,627.75 1,000
21501 19.50 7,829.25 400
21601 19.50 19,560.00 1,000
21601 19.50 11,741.25 600
22301 20.50 12,352.39 600
22301 20.50 2,057.86 100
22701 20.63 6,212.75 300
- ------------------------------------------------------------------------
SUB-TOTAL 118,813.75 6,000
PETER BRAY
22101 19.61 19,710.37 1,000
- ------------------------------------------------------------------------
SUB-TOTAL 19,710.37 1,000
TOTAL 3,708,132.20 230,195
P R E L I M I N A R Y P R O X Y
THIS PROXY IS SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF VISTA
BANCORP, INC.BY THE COMMITTEE TO PRESERVE SHAREHOLDER VALUE.
ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Richard Baer and Dennis Pollack with full power
of substitution, as Proxy for the undersigned, to vote all shares of common
stock, par value $.50 per share of Vista Bancorp, Inc., (the "Company"), which
the undersigned is entitled to vote at the Annual Meeting of Stockholders to be
held on April 26, 2001, at 9:30 a.m. (local time) or any adjournment(s) or
postponement(s) thereof (the "Meeting"), as follows:
1. ELECTION OF DIRECTORS - To elect PETER BRAY, RICHARD BAER AND DENNIS POLLACK
-- FOR -- WITHHOLD
To withhold authority to vote for the election of Peter Bray, Richard Baer or
Dennis Pollack, write the respective name in the following space or withhold
authority for Peter Bray, Richard Baer and Dennis Pollack by placing an X next
to Withhold.)
2. APPOINTMENT OF RUDOLPH, PALITZ LLC AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2001:
For ___ Against ___ Abstain __
IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned Stockholder. Unless otherwise specified, this proxy will be
voted "FOR" the election of the Committee's Nominees as a Director and "FOR" the
appointment of Rudoph, Palitz LLC, the independent accountants. This proxy
revokes all prior proxies given by the undersigned.
In his discretion, the proxy is authorized to vote upon such other business as
may properly come before the meeting, or any adjournments or postponements
thereof, as provided in the proxy statement provided herewith.
Please sign exactly as your name appears hereon or on your proxy cards
previously sent to you. When shares are held by joint tenants, both should sign.
When signing as an attorney, executor, administrator, trustee, or guardian,
please give full title as such. If a corporation, please sign in full
corporation name by the President or other duly authorized officer. If a
partnership, please sign in partnership name by authorized person. This proxy
card votes all shares held in all capacities.
Dated:___________________________________
_________________________________________
(Signature)
_________________________________________
(Signature, if jointly held)
Title: ____________________________________
PLEASE SIGN, DATE, AND MAIL THIS PROXY CARD TODAY.