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 [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only
[X] Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ESB Financial Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] 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:
______________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
______________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
______________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
______________________________________________________________________
(5) Total fee paid: ______________________________________________________
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:_______________________________________________
(2) Form, schedule or registration statement no.:_________________________
(3) Filing party:_________________________________________________________
(4) Date filed:___________________________________________________________
[ESB FINANCIAL CORPORATION LETTERHEAD]
600 Lawrence Avenue
Ellwood City, Pennsylvania 16117
724/758-5584
March 20, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of ESB
Financial Corporation (the "Company"). The meeting will be held at the
Connoquenessing Country Club located at RD #2, Route 65, Ellwood City,
Pennsylvania, on Tuesday, April 18, 2000, at 4:00 p.m., Eastern Time. The
matters to be considered by stockholders at the Annual Meeting are described in
detail in the accompanying materials.
The Board of Directors of ESB Financial Corporation has determined that the
matters to be considered at the Annual Meeting are in the best interests of the
Company and its shareholders. FOR THE REASONS SET FORTH IN THE PROXY STATEMENT,
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" EACH MATTER TO BE
CONSIDERED.
It is very important that you be represented at the Annual Meeting regardless
of the number of shares you own or whether you are able to attend the meeting
in person. Let me urge you to mark, sign and date your proxy card today and
return it in the envelope provided, even if you plan to attend the Annual
Meeting. This will not prevent you from voting in person, but will ensure that
your vote is counted if you are unable to attend.
Your continued support of and interest in ESB Financial Corporation is
appreciated.
Sincerely,
/s/ Charlotte A. Zuschlag
Charlotte A. Zuschlag
President and Chief Executive
Officer
ESB FINANCIAL CORPORATION
600 Lawrence Avenue
Ellwood City, Pennsylvania 16117
(724) 758-5584
____________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 18, 2000
____________________________
NOTICE IS HEREBY GIVEN that an Annual Meeting of Stockholders of ESB
Financial Corporation (the "Company") will be held at the Connoquenessing
Country Club located at RD #2, Route 65, Ellwood City, Pennsylvania, on Tuesday,
April 18, 2000, at 4:00 p.m., Eastern Time, for the following purposes, all of
which are more completely set forth in the accompanying Proxy Statement:
1. To elect two directors for a three-year term and until their
successors are elected and qualified;
2. To ratify the appointment of KPMG LLP as the Company's independent
public accountants for the year ending December 31, 2000;
3. To transact such other business as may properly come before the
meeting or any adjournment thereof. Except with respect to procedural
matters incident to the conduct of the Annual Meeting, management is
not aware of any other matters which could come before the Annual
Meeting.
The Board of Directors has fixed March 6, 2000 as the voting record date
for the determination of stockholders entitled to notice of and to vote at the
Annual Meeting. Only those stockholders of record as of the close of business
on that date will be entitled to vote at the Annual Meeting or at any such
adjournment.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Frank D. Martz
Frank D. Martz
Group Senior Vice President of Operations and
Secretary
March 20, 2000
Ellwood City, Pennsylvania
- --------------------------------------------------------------------------------
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN
TO BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED
PROXY PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THIS MEETING, YOU MAY
VOTE EITHER IN PERSON OR BY YOUR PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU
IN WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
- --------------------------------------------------------------------------------
ESB FINANCIAL CORPORATION
____________________________
PROXY STATEMENT
_____________________________
ANNUAL MEETING OF STOCKHOLDERS
April 18, 2000
General
This Proxy Statement is being furnished to the holders of common stock,
$0.01 par value per share ("Common Stock"), of ESB Financial Corporation (the
"Company"), the savings and loan holding company of ESB Bank, F.S.B. (including
all predecessors thereto, "ESB Bank" or the "Bank") and Spring Hill Savings
Bank, F.S.B. ("Spring Hill"), in connection with the solicitation of proxies by
the Board of Directors of the Company for use at its Annual Meeting of
Stockholders ("Annual Meeting") to be held at the Connoquenessing Country Club
located at RD #2, Route 65, Ellwood City, Pennsylvania, on Tuesday, April 18,
2000, at 4:00 p.m., Eastern Time, and at any adjournment thereof, for the
purposes set forth in the Notice of Annual Meeting of Stockholders. This Proxy
Statement is expected to be mailed to stockholders on or about March 20, 2000.
Voting Rights
Only stockholders of record at the close of business on March 6, 2000
("Voting Record Date") will be entitled to notice of and to vote at the Annual
Meeting. At such date, there were 5,659,762 shares of Common Stock issued and
outstanding and the Company had no other class of equity securities outstanding.
Holders of record of Common Stock at the close of business on March 6, 2000
will be entitled to one vote per share on all matters that may properly come
before the Annual Meeting. Stockholders of the Company are not permitted to
cumulate their votes for the election of directors. The election of directors
requires an affirmative vote of a majority of the votes cast with a quorum
present. The presence, either in person or by proxy, of the holders of a
majority of the shares of Common Stock outstanding on March 6, 2000 is necessary
to constitute a quorum at the Annual Meeting. Abstentions are considered in
determining the presence of a quorum. The affirmative vote of the holders of a
majority of the total votes cast at the Annual Meeting is required for approval
of the proposal to ratify the appointment of the independent auditors.
Abstentions will not be counted as votes cast, and accordingly will have no
effect on the voting with respect to this proposal. Under rules of the New York
Stock Exchange, the proposals for election of directors and ratification of
independent auditors are considered "discretionary" items upon which brokerage
firms may vote in their discretion on behalf of their clients if such clients
have not furnished voting instructions and for which there will not be "broker
non-votes."
Proxies
Shares of Common Stock represented by properly executed proxies, if such
proxies are received in time and not revoked, will be voted in accordance with
the instructions indicated on the proxies. IF NO INSTRUCTIONS ARE INDICATED,
SUCH PROXIES WILL BE VOTED (i) FOR THE NOMINEES FOR DIRECTOR DESCRIBED HEREIN;
(ii) FOR THE RATIFICATION OF KPMG LLP AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2000; AND (iii) IN THE DISCRETION
OF THE PROXY HOLDER AS TO ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE
ANNUAL MEETING. ANY HOLDER OF COMMON STOCK WHO RETURNS A SIGNED PROXY BUT FAILS
TO PROVIDE INSTRUCTIONS AS TO THE MANNER IN WHICH SUCH SHARES ARE TO BE VOTED
WILL BE DEEMED TO HAVE VOTED IN FAVOR OF THE MATTERS SET FORTH IN THE PRECEDING
SENTENCE.
A stockholder who has given a proxy may revoke it at any time prior to its
exercise at the Annual Meeting by (i) giving written notice of revocation to the
Secretary of the Company, (ii) properly submitting to the Company a duly-
executed proxy bearing a later date, or (iii) attending the Annual Meeting and
voting in person. All written notices of revocation and other communications
with respect to revocation of proxies should be addressed as follows: ESB
Financial Corporation, 600 Lawrence Avenue, Ellwood City, Pennsylvania 16117,
Attention: Secretary.
Beneficial Ownership
The following table sets forth information as to the Common Stock
beneficially owned, as of March 6, 2000, by (i) the only persons or entities,
including any "group" as that term is used in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), who or which was known to
the Company to be the beneficial owner of more than 5% of the issued and
outstanding Common Stock, (ii) the directors and director nominees of the
Company, (iii) those executive officers of the Company whose salary and bonus
exceeded $100,000 in fiscal 1999, and (iv) all directors and executive officers
of the Company as a group.
2
Amount and Nature of Percent
Name and Address of Beneficial Owner Beneficial Ownership(1) of Class
- ------------------------------------ ----------------------- ---------
ESB Financial Corporation
Employee Stock Ownership Plan Trust
600 Lawrence Avenue
Ellwood City, Pennsylvania 16117 700,388 (2) 12.37%
George William Blank, Jr. 56,294 (3) *
Charles Delman 32,486 (4) *
Charles P. Evanoski 50,717 (5) *
Robert C. Hilliard 50,075 (6) *
Lloyd L. Kildoo 135,664 (7) 2.39%
Frank D. Martz 68,733 (8) 1.21%
Todd F. Palkovich 32,408 (9) *
William B. Salsgiver 169,944(10) 2.99%
Herbert S. Skuba 76,500(11) 1.35%
Edmund C. Smith 32,985(12) *
Edwin A. Thaner 33,954(13) *
Charlotte A. Zuschlag 182,295(14) 3.18%
Directors and executive officers
of the Company as a group (13 persons) 961,535 (15) 16.12%
_________________________________
* Amounts to less than 1.0% of the issued and outstanding Common Stock.
(1) Pursuant to rules promulgated by the Securities and Exchange Commission
("SEC") under the Securities Exchange Act of 1934, as amended ("Exchange
Act"), a person or entity is considered to beneficially own shares of
Common Stock if the person or entity has or shares (i) voting power, which
includes the power to vote or to direct the voting of the shares, or (ii)
investment power, which includes the power to dispose or direct the
disposition of the shares. Unless otherwise indicated, a person has sole
voting power and sole investment power with respect to the indicated
shares. Shares which are subject to stock options and which may be
exercised within 60 days of March 6, 2000 are deemed to be outstanding for
the purpose of computing the percentage of Common Stock beneficially owned
by such person.
(2) The ESB Financial Corporation Employee Stock Ownership Plan Trust ("Trust")
was established pursuant to the ESB Financial Corporation Employee Stock
Ownership Plan ("ESOP") by an agreement between the Company and William B.
Salsgiver, George William
(Footnotes continued on following page)
3
__________________________
Blank, Jr., Herbert S. Skuba and Edmund C. Smith who act as trustees of the
ESOP ("Trustees"). As of March 6, 2000, 318,259 shares held in the Trust
were unallocated, and 382,129 shares held in the Trust had been allocated
to the accounts of participating employees. Under the terms of the ESOP,
the Trustees will generally vote all allocated shares held in the ESOP in
accordance with the instructions of the participating employees, and
allocated shares for which employees do not give instructions will
generally be voted in the same ratio on any matter as to those shares for
which instructions are given. Unallocated shares held in the ESOP will be
voted by the ESOP Trustees in accordance with their fiduciary duties as
trustees.
(3) Includes 5,230 shares owned jointly with Mr. Blank's wife, with whom voting
and dispositive power is shared, 12,000 shares held in Mr. Blank's IRA,
4,000 shares held in Mr. Blank's Keogh Account and 16,053 shares which may
be acquired by Mr. Blank upon the exercise of stock options.
(4) Includes 14,419 shares owned by Mr. Delman's wife, 859 shares held in Mr.
Delman's IRA and 17,208 shares which may be acquired by Mr. Delman upon the
exercise of stock options.
(5) Includes 14,195 shares owned jointly with Mr. Evanoski's wife, with whom
voting and dispositive power is shared, 22,256 shares which may be acquired
by Mr. Evanoski upon the exercise of stock options, 7,809 shares held by
the Company's ESOP account for Mr. Evanoski and 50 shares held by the
Company's Retirement Savings and Profit Sharing Plan and Trust ("Profit
Sharing Plan") account for Mr. Evanoski.
(6) Includes 7,676 shares held by Mr. Hilliard's wife, 1,422 shares held in
trust for Mr. Hilliard's son for which Mr. Hilliard's wife is custodian,
15,050 shares which may be acquired by Mr. Hilliard upon the exercise of
stock options, 18,197 shares held by the Company's ESOP account for Mr.
Hilliard and 47 shares held by the Company's Profit Sharing Plan account
for Mr. Hilliard.
(7) Includes 22,463 shares held by Mr. Kildoo's wife, 65,989 shares owned
jointly with Mr. Kildoo's wife, with whom voting and dispositive power is
shared and 14,492 shares which may be acquired by Mr. Kildoo upon the
exercise of stock options.
(8) Includes 31,138 shares owned jointly with Mr. Martz's wife, with whom
voting and dispositive power is shared, 22,256 shares which may be acquired
by Mr. Martz upon the exercise of stock options, 4,668 shares which may be
acquired by Mr. Martz's wife upon the exercise of stock options, 7,874
shares held by the Company's ESOP account for Mr. Martz, 2,736 shares held
by the Company's ESOP account for Mr. Martz's wife, 50 shares held by
the Company's Profit Sharing Plan account for Mr. Martz and 11 shares held
by the Company's Profit Sharing Plan account for Mr. Martz's wife.
(Footnotes continued on following page)
4
_______________________
(9) Includes 2,596 shares held in Mr. Palkovich's IRA, 20,374 shares which may
be acquired by Mr. Palkovich upon the exercise of stock options, 7,506
shares held by the Company's ESOP account for Mr. Palkovich and 50 shares
held by the Company's Profit Sharing Plan account for Mr. Palkovich.
(10) Includes 115,382 shares owned jointly with Mr. Salsgiver's wife, with whom
voting and dispositive power is shared, 7,114 shares held in Mr.
Salsgiver's IRA, 18,727 shares which may be acquired by Mr. Salsgiver upon
the exercise of stock options and 7,200 shares held in trust for which he
is trustee.
(11) Includes 19,086 shares held by Mr. Skuba's wife, 24,665 shares owned
jointly with Mr. Skuba's wife, with whom voting and dispositive power is
shared, 2,341 shares held by Mr. Skuba's son, 581 shares held in Mr.
Skuba's IRA and 17,727 shares which may be acquired by Mr. Skuba upon the
exercise of stock options. Does not include 28,366 shares owned by the
Ellwood City Hospital, of which Mr. Skuba serves as President and Chief
Executive Officer and as to which beneficial ownership is disclaimed.
(12) Includes 14,964 shares which may be acquired by Mr. Smith upon the exercise
of stock options.
(13) Includes 657 shares held by Mr. Thaner's wife, 8,680 shares owned jointly
with Mr. Thaner's wife, with whom voting and dispositive power is shared,
59 shares held in Mr. Thaner's IRA, 42 shares held in Mr. Thaner's wife's
IRA, 71 shares held in Mr. Thaner's wife's profit sharing plan, and 24,445
shares which may be acquired by Mr. Thaner upon the exercise of stock
options.
(14) Includes 1,026 shares held in trust for Ms. Zuschlag's five nieces and
nephews, for which she is custodian, 203 shares held in trust for Ms.
Zuschlag's two godsons, for which she is custodian, 3,852 shares held in
Ms. Zuschlag's IRA, 71,331 shares which may be acquired by Ms. Zuschlag
upon the exercise of stock options, 14,891 shares held by the Company's
ESOP for the account of Ms. Zuschlag and 247 shares held by the Company's
Profit Sharing Plan account for Ms. Zuschlag. Does not include 4,956
shares held by a trust established by the Company to fund certain benefits
to be paid to Ms. Zuschlag pursuant to an Excess Benefit Plan. Ms.
Zuschlag does not possess voting or investment power with respect to such
shares. See "Executive Compensation - Excess Benefit Plan."
(15) Includes 305,551 shares which may be acquired by all directors and officers
of the Company as a group upon the exercise of stock options. Also
includes 62,050 shares and 3,514 shares which are held by the ESOP and the
Profit Sharing Plan, respectively, which have been allocated to the
accounts of participating officers and, consequently, will be voted at the
Annual Meeting by such participating officers. Does not include 4,956
shares held by a trust established by the Company to fund certain benefits
to be paid to the President and Chief Executive Officer of the Company.
See "Executive Compensation - Excess Benefit Plan."
5
ELECTION OF DIRECTORS
The Amended and Restated Articles of Incorporation ("Articles of
Incorporation") and Bylaws of the Company provide that the Board of Directors
shall be divided into three classes as nearly equal in number as possible, and
that the members of each class shall be elected for terms of three years and
until their successors are elected and qualified, with one of the three classes
of directors to be elected each year. The number of directors currently
authorized by the Company's Bylaws is eight.
At the Annual Meeting, stockholders of the Company will be asked to elect
two directors of the Company for a three-year term and until their successors
are elected and qualified. The two nominees for election as directors were
selected by the Nominating Committee of the Board of Directors and each nominee
currently serves as a director of the Company. There are no arrangements or
understandings between the persons named and any other person pursuant to which
such person was selected as a nominee for election as a director at the Annual
Meeting, and no director or nominee for director is related to any other
director or executive officer of the Company by blood, marriage or adoption.
If any person named as nominee should be unable or unwilling to stand for
election at the time of the Annual Meeting, the proxies will nominate and vote
for any replacement nominee or nominees recommended by the Board of Directors of
the Company. At this time, the Board of Directors knows of no reason why any of
the nominees may not be able to serve as a director if elected.
Article 7.F of the Company's Articles of Incorporation governs nominations
for election to the Board of Directors and requires all nominations for election
to the Board of Directors, other than those made by or at the direction of the
Board, to be made pursuant to timely notice in writing to the Secretary of the
Company, as set forth in the Articles of Incorporation. To be timely, with
respect to an election to be held at an annual meeting of stockholders, a
stockholders' notice must be delivered to, or mailed and received at, the
principal executive offices of the Company, not later than 60 days prior to the
anniversary date of the immediately preceding annual meeting of stockholders.
Each written notice of a stockholder nomination must set forth certain
information specified in the Articles of Incorporation. The presiding officer
of the meeting may refuse to acknowledge the nomination of any person not made
in compliance with the procedures set forth in the Articles of Incorporation.
6
Information with Respect to Nominees for Director and Continuing Directors
The following tables present information concerning each nominee for
director and each director whose term continues and reflects his/her tenure as a
director of the Company and his/her principal occupation during the past five
years.
NOMINEES FOR DIRECTOR FOR THREE YEAR TERM EXPIRING IN 2003
Position with the Company and Director
Name Age Principal Occupation During the Past Five Years Since
- ------------------- --- ----------------------------------------------- --------
Charles Delman 74 Director; retired; former Chairman, President and 1994
Chief Executive Officer of ESB Bancorp, Inc. from
June 1989 to March 1994 and President of Economy
Savings Bank, PaSA ("Economy") from 1971 to
December 1992. Chairman of Economy from January
1993 to March 1994.
Edmund C. Smith 79 Director; retired; former Works Manager, Armco 1994
Steel, Ambridge, Pennsylvania.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE ABOVE NOMINEES
BE ELECTED AS DIRECTORS
DIRECTORS WITH TERMS EXPIRING IN 2001
Position with the Company and Director
Name Age Principal Occupation During the Past Five Years Since
- ------------------- --- ----------------------------------------------- --------
George William Blank, Jr. 76 Director; President of George W. Blank Supply Co., 1974(1)
Inc., Ellwood City, Pennsylvania, a concrete
products manufacturer and building supply
distributor.
Lloyd L. Kildoo 60 Director; Owner and Funeral Director of Glenn- 1986(1)
Kildoo Funeral Homes of Zelienople and Cranberry
Township, Pennsylvania.
Edwin A. Thaner 51 Director; Proprietor and principal engineer with 1997
E.A. Thaner & Associates, Wexford, Pennsylvania,
a civil engineering firm.
7
DIRECTORS WITH TERMS EXPIRING IN 2002
Position with the Company and Director
Name Age Principal Occupation During the Past Five Years Since
- ------------------- --- ----------------------------------------------- --------
Herbert S. Skuba 61 Vice Chairman of the Board of the Company and ESB 1988(1)
Bank; Director, President and Chief Executive Officer
of Ellwood City Hospital, Ellwood City, Pennsylvania.
Charlotte A. Zuschlag 48 Director; President and Chief Executive Officer of the 1988(1)
Company since February 1991 and of ESB Bank since
June 1989.
William B. Salsgiver 66 Chairman of the Board of the Company and ESB Bank; 1987(1)
a principal of the property development and residential
construction firm, Perry Homes, Zelienople,
Pennsylvania.
____________________________
(1) Includes service with ESB Bank and all predecessors thereto.
Executive Officers Who Are Not Directors
The following table sets forth certain information with respect to the
executive officers of the Company who are not also directors of the Company.
All executive officers of the Company are elected annually by the Board of
Directors and shall serve at the discretion of the Board of Directors.
Has Been
Position with the Company and Employed
Name Age Principal Occupation During the Past Five Years Since(1)
- ------------------- --- ----------------------------------------------- --------
Frank D. Martz 44 Group Senior Vice President of Operations of the 1979
Company since January 2000 and Secretary of the
Company since February 1991; Group Senior Vice
President of Operations of ESB Bank since January
2000 and Secretary of ESB Bank since November
1989; Senior Vice President of Operations of the
Company and ESB Bank from April 1993 through
December 1999.
Charles P. Evanoski 41 Group Senior Vice President of the Company and ESB 1983
Bank since January 2000 and Chief Financial Officer
of the Company and ESB Bank since April 1993;
Senior Vice President of the Company and ESB Bank
from April 1993 through December 1999.
8
Has Been
Position with the Company and Employed
Name Age Principal Occupation During the Past Five Years Since(1)
- ------------------- --- ----------------------------------------------- --------
Todd F. Palkovich 45 Group Senior Vice President of Lending of the 1991
Company and ESB Bank since January 2000; Senior
Vice President of Lending of the Company and ESB
Bank from April 1993 through December 1999.
Robert C. Hilliard 50 Group Senior Vice President of Internal 1978
Audit/Compliance of the Company and ESB Bank
since January 2000; Senior Vice President of
Internal Audit/Compliance of the Company and ESB
Bank from March 1995 through December 1999.
President and Chief Executive Officer of Economy
from January 1993 to March 1995. Mr. Hilliard is
a certified public accountant.
Thomas F. Angotti 52 Group Senior Vice President of Administration of the 1987
Company since February 10, 2000 upon the
Company's acquisition of SHS Bancorp, Inc. ("SHS")
and its wholly owned subsidiary, Spring Hill.
President and Chief Executive Officer of Spring Hill,
a wholly owned subsidiary of the Company which is
scheduled to be merged with and into ESB Bank in the
Spring of 2000. Mr. Angotti has been employed by
Spring Hill since 1987, became President in 1989 and
President and Chief Executive Officer in 1997, and
was President and Chief Executive Officer of SHS
from 1997 to February 10, 2000.
_____________________________
(1) Includes service with ESB Bank and all predecessors thereto, including
acquired companies.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than 10% of the Company's Common Stock to
file reports of ownership and changes in ownership with the SEC and the National
Association of Securities Dealers, Inc. Officers, directors and greater than
10% stockholders are required by regulation to furnish the Company with copies
of all Section 16(a) forms they file. The Company knows of no person, other
than the Company's ESOP, who owns 10% or more of the Company's Common Stock.
Based solely on review of the copies of such forms furnished to the
Company, the Company believes that during 1999, all Section 16(a) filing
requirements applicable to its officers and directors were complied with.
9
The Board of Directors and Its Committees
Regular meetings of the Board of Directors of the Company are held on a
monthly basis and special meetings of the Board of Directors of the Company are
held from time-to-time as needed.
There were 16 meetings of the Board of Directors of the Company held
during the 12 months ended December 31, 1999. No director attended fewer than
75% of both the aggregate total number of meetings of the Board of Directors
held during the 12 months ended December 31, 1999 and the total number of
meetings held by all committees of the Board on which the director served during
such year.
The Board of Directors of the Company has established various standing
committees of the Board, including Executive, Compensation and Audit/Compliance
Committees. The entire Board of Directors of the Company acts as a Nominating
Committee.
The Executive Committee of the Company is authorized to exercise the
powers of the Board of Directors between regular meetings of the Board.
Currently, Messrs. Skuba (Chairman), Salsgiver, Delman and Ms. Zuschlag serve as
members of this Committee. During the 12 months ended December 31, 1999, the
Executive Committee met once.
The Compensation Committee of the Company makes recommendations
regarding officer salaries to the Board of Directors. Currently, Messrs.
Salsgiver (Chairman), Kildoo and Smith serve as members of this Committee.
During the 12 months ended December 31, 1999, the Compensation Committee met
once.
The Audit/Compliance Committee of the Company reviews the Company's records
and affairs to determine its financial condition, reviews the Company's systems
of internal control with management and the independent auditors, and monitors
the Company's adherence in accounting and financial reporting to generally
accepted accounting principles. Currently, Messrs. Blank (Chairman), Kildoo,
Smith and Thaner serve as members of this Committee. The Audit/Compliance
Committee met four times during the 12 months ended December 31, 1999.
The Company and its subsidiaries have other committees comprised of
officers and directors of the Company and such subsidiaries which meet for
specific purposes. The Boards of Directors of the Company and its subsidiaries
have authority under their respective Bylaws to establish such other committees
from time-to-time as may be deemed necessary.
10
Directors' Compensation
As of December 1, 1999, except as described below, all non-employee
directors of the Company receive $756 per month (except for Mr. Skuba who
receives $983 per month as Vice Chairman of the Company's Board of Directors)
and are not compensated for attendance at committee meetings. Mr. Salsgiver
receives $1,210 per month as Chairman of the Company's Board of Directors. In
addition, fees are paid to members of the Board of Directors of ESB Bank, Spring
Hill, THF, Inc. and PennFirst Financial Services, Inc., subsidiaries of the
Company. Full-time employee directors of the Company do not receive any fees
for Board or committee meetings.
During 1999, total compensation paid to directors of the Company
amounted to $71,676 in the aggregate.
EXECUTIVE COMPENSATION
Summary
The following table sets forth a summary of certain information
concerning the compensation awarded to or paid by the Company or its
subsidiaries for services rendered in all capacities during the last three
fiscal years to the President and Chief Executive Officer and other executive
officers of the Company, whose total compensation during the last fiscal year
exceeded $100,000.
Summary Compensation Table
====================================================================================================================================
Annual Compensation Long Term Compensation
----------------------------------- ----------------------------------
Other Awards Payouts All Other
Name and Annual ---------------------------------- Compensation
Principal Position Year Salary Bonus Compensation Securities Underling LTIP
(1) Options Payouts
- ------------------------------------------------------------------------------------------------------------------------------------
Charlotte A. Zuschlag 1999 $271,062 $ 55,000 $-- 13,525(2)(3) $-- $ 5,600(4)
President and Chief 1998 262,451 50,000 -- 8,800(2) -- 40,338(5)
Executive Officer 1997 229,818 100,000 -- 9,680(2) -- 39,158(6)
- -----------------------------------------------------------------------------------------------------------------------------------
Charles P. Evanoski 1999 $103,092 $ 15,000 $-- 4,500(2) $-- $ 4,133(4)
Group Senior Vice President 1998 106,546 14,000 -- 3,300(2) -- 28,302(5)
and Chief Financial Officer 1997 95,439 18,300 -- 3,630(2) -- 24,893(6)
- ------------------------------------------------------------------------------------------------------------------------------------
Frank D. Martz 1999 $103,092 $ 15,000 $-- 4,500(2) $-- $ 4,133(4)
Group Senior Vice 1998 106,546 14,000 -- 3,300(2)(7) -- 28,302(5)
President of 1997 95,439 18,300 -- 3,630(2) -- 24,893(6)
Operations and Secretary
- ------------------------------------------------------------------------------------------------------------------------------------
Todd F. Palkovich 1999 $103,092 $ 15,000 $-- 4,500(2) $-- $ 4,133(4)
Group Senior Vice 1998 106,546 14,000 -- 3,300(2) -- 28,302(5)
President of Lending 1997 95,439 18,300 -- 3,630(2) -- 24,893(6)
- ------------------------------------------------------------------------------------------------------------------------------------
Robert C. Hilliard 1999 $ 94,609 $ 14,000 $-- 4,500(2) $-- $ 3,801(4)
Group Senior Vice 1998 97,781 13,000 -- 3,300(2) -- 26,130(5)
President of Internal 1997 88,356 17,320 -- 3,630(2) -- 23,222(6)
Audit/Compliance
==============================================================================================================================
(Footnotes on following page)
11
_________________________
(1) Does not include amounts attributable to miscellaneous benefits received by
the named executive officer, including the payment of club membership dues
and the use and maintenance of an automobile owned by ESB Bank. In the
opinion of management of the Company, the costs to the Company of providing
such benefits to the named executive officer during the year ended December
31, 1999 did not exceed the lesser of $50,000 or 10% of the total of annual
salary and bonus reported for such individual.
(2) Consists of awards granted pursuant to the Company's 1997 Stock Option
Plan. The awards in 1997 were adjusted for subsequent 10% stock dividends.
(3) Consists of awards granted pursuant to the Company's 1990 Stock Option
Plan.
(4) During the year ended December 31, 1999, consists of amounts allocated,
accrued or paid by the Company on behalf of Ms. Zuschlag and Messrs.
Evanoski, Martz, Palkovich and Hilliard pursuant to the Profit Sharing Plan
of $5,600, $4,133, $4,133, $4,133 and $3,801, respectively. ESOP
allocations have not yet been made for 1999.
(5) During the year ended December 31, 1998, consists of amounts allocated,
accrued or paid by the Company on behalf of Ms. Zuschlag and Messrs.
Evanoski, Martz, Palkovich and Hilliard pursuant to the Profit Sharing Plan
of $3,918, $4,056, $4,056, $4,056 and $3,877, respectively. During the
year ended December 31, 1998, consists of amounts allocated, accrued or
paid by the Company on behalf of Ms. Zuschlag and Messrs. Evanoski, Martz,
Palkovich and Hilliard pursuant to the ESOP of $36,420, $24,246, $24,246,
$24,246 and $22,253, respectively.
(6) During the year ended December 31, 1997, consists of amounts allocated,
accrued or paid by the Company on behalf of Ms. Zuschlag and Messrs.
Evanoski, Martz, Palkovich and Hilliard pursuant to the Profit Sharing
Plan of $3,805, $3,805, $3,805, $3,805 and $3,699, respectively. During
the year ended December 31, 1997, consists of amounts allocated, accrued or
paid by the Company on behalf of Ms. Zuschlag and Messrs. Evanoski, Martz,
Palkovich and Hilliard pursuant to the ESOP of $35,353, $21,088, $21,088,
$21,088 and $19,523, respectively.
(7) Consists of awards granted pursuant to the Company's 1992 Stock Incentive
Plan.
Stock Options
The table on the following page sets forth certain information concerning
individual grants of stock options pursuant to the Company's 1997 Stock Option
Plan and the 1990 Stock Option Plan to the named executive officers during the
year ended December 31, 1999. There were no stock option grants pursuant to the
Company's 1992 Stock Incentive Plan to the named executive officers during 1999.
12
====================================================================================================================================
Potential Realizable Value at
Assumed Annual Rates
of Stock Price Appreciation
Individual Grants for Option Term(3)
- ------------------------------------------------------------------------------------------------------------------------------------
% of Total
Options
Options Granted to Exercise Expiration
Name Granted Employees(1) Price(2) Date 5% 10%
- ------------------------------------------------------------------------------------------------------------------------------------
Charlotte A. Zuschlag 13,525 22.7% $14.00 6/15/2009 $111,040 $277,263
- ------------------------------------------------------------------------------------------------------------------------------------
Charles P. Evanoski 4,500 7.6% $14.00 6/15/2009 $ 36,945 $ 92,250
- ------------------------------------------------------------------------------------------------------------------------------------
Frank D. Martz 4,500 7.6% $14.00 6/15/2009 $ 36,945 $ 92,250
- ------------------------------------------------------------------------------------------------------------------------------------
Todd F. Palkovich 4,500 7.6% $14.00 6/15/2009 $ 36,945 $ 92,250
- ------------------------------------------------------------------------------------------------------------------------------------
Robert C. Hilliard 4,500 7.6% $14.00 6/15/2009 $ 36,945 $ 92,250
====================================================================================================================================
_________________________
(1) Percentage of options to purchase 59,625 shares of common stock granted to
all employees during 1999.
(2) The exercise price was based on the market price of the common stock on the
date of grant.
(3) Assumes compounded rates of return for the remaining life of the options
and future stock prices of $22.21 and $34.50 at compounded rates of return
of 5% and 10%, respectively.
The following table sets forth certain information concerning exercises of
stock options granted pursuant to the Company's 1997 Stock Option Plan, the 1992
Stock Incentive Plan and the 1990 Stock Option Plan by the named executive
officers during the year ended December 31, 1999. All options were exercisable
at December 31, 1999.
====================================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR END OPTION VALUES
- ------------------------------------------------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Shares Acquired Underlying Unexercised in the Money Options
Name on Exercise Value Realized Options at Year End(1) at Year End(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Charlotte A. Zuschlag -- -- 71,331 $185,687
- ------------------------------------------------------------------------------------------------------------------------------------
Charles P. Evanoski -- -- 22,256 24,923
- ------------------------------------------------------------------------------------------------------------------------------------
Frank D. Martz -- -- 22,256 24,923
- ------------------------------------------------------------------------------------------------------------------------------------
Todd F. Palkovich 1,882 $13,550 20,374 14,431
- ------------------------------------------------------------------------------------------------------------------------------------
Robert C. Hilliard -- -- 15,050 4,817
====================================================================================================================================
_________________________
(1) As adjusted for subsequent stock splits and 10% stock dividends.
(2) Based on a per share market price of $11.875 at December 31, 1999.
13
Employment and Change of Control Agreements
ESB Bank has entered into an employment agreement with Ms. Zuschlag
pursuant to which the Bank agreed to employ her as President and Chief Executive
Officer for a term of three years with a current base salary of $284,000. Such
salary may be increased in the discretion of the Board of Directors of the Bank
but may not be decreased during the term of the agreement without the prior
written consent of Ms. Zuschlag. On an annual basis, the Board of Directors of
the Bank considers whether to renew the employment agreement for an additional
year. The employment agreement is terminable with or without cause by the Bank.
The employment agreement provides that in the event of a wrongful termination of
employment (including a voluntary termination by Ms. Zuschlag as a result of the
Bank's material breach of the agreement or for "good reason" following a change
in control of the Company, including a change in her position, salary or duties
without her consent), Ms. Zuschlag would be entitled to (1) an amount of cash
severance which is equal to three times her average annual compensation over the
last five years, and (2) continued participation in certain employee benefit
plans of the Bank for the remaining term of the agreement or shorter period upon
her full-time employment by another employer. The employment agreement with the
Bank provides that in the event any of the payments to be made thereunder or
otherwise upon termination of employment are deemed to constitute "parachute
payments" within the meaning of Section 280G of the Code, then such payments and
benefits received thereunder shall be reduced, in the manner determined by Ms.
Zuschlag, by the minimum amount necessary to result in no portion of the
payments and benefits being non-deductible by the Bank for federal income tax
purposes. Parachute payments generally are payments in excess of three times the
base amount, which is defined to mean the recipient's average annual
compensation from the employer includable in the recipient's gross income during
the most recent five taxable years ending before the date on which a change in
control of the employer occurred. Recipients of parachute payments are subject
to a 20% excise tax on the amount by which such payments exceed the base amount,
in addition to regular income taxes, and payments in excess of the base amount
are not deductible by the employer as compensation expense for federal income
tax purposes.
The Company has also entered into an employment agreement with Ms. Zuschlag
to serve on terms substantially similar to the agreement entered into with the
Bank, except as provided below. Ms. Zuschlag's compensation, benefits and
expenses are paid by the Company and the Bank in the same proportion as the time
and services actually expended by her on behalf of each company. However, the
agreement with the Company provides that severance payments payable to Ms.
Zuschlag by the Company shall (1) include the amount by which the severance
benefits payable by the Bank are reduced by Section 280G of the Code, and (2)
not be subject to reduction in the event of a change in control as are the
amounts payable by the Bank. As a result, the severance benefits payable by the
Company may constitute "parachute payments" under Section 280G of the Code. In
addition, the agreement with the Company provides that the Company shall
reimburse Ms. Zuschlag for any resulting excise taxes payable by her, plus such
additional amount as may be necessary to compensate her for the payment of state
and federal income, excise and other employment-related taxes on the additional
payments.
14
On December 1, 1998, the Company and ESB Bank (collectively, the
"Employers" and individually, the "Employer" which means either the Company or
ESB Bank) entered into change of control agreements with Messrs. Evanoski,
Martz, Palkovich and Hilliard in order to assist the Employers in maintaining a
stable and competent management base. The agreements provide for a three-year
term, and subject to satisfactory performance reviews, among other things, shall
extend on each anniversary date for an additional year so that the remaining
term will be three years, unless either the Boards of Directors of the Employers
or the executive provides contrary written notice to the other not less than 30
days in advance of such anniversary date. The agreements are automatically
extended for an additional one year upon a Change in Control, as defined, of the
Employer. The agreements provide for payments in the event that certain adverse
actions are taken with respect to the executive's employment subsequent to a
Change in Control of the Employer in an amount equal to 1.5 times the respective
executive's Annual Compensation, as defined.
Compensation Committee
Executive compensation is determined by the Compensation Committee of the
Board of Directors. The report of the Compensation Committee with respect to
compensation for the Chief Executive Officer and all other executive officers is
set forth below, as defined.
The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation:
The executive compensation program is administered by the Compensation
Committee of the Board of Directors (the "Committee"), which is composed of the
individuals listed below this report, none of whom is a full-time employee
director of the Company. The Committee makes recommendations regarding officer
salaries to the Board of Directors.
The Committee determines the level of salary increases, if any, to take
effect on December 1 after reviewing various published surveys of compensation
paid to executives performing similar duties for financial institutions and
their holding companies, with a particular focus on the level of compensation
paid by comparable institutions in ESB Bank's market. Also, it is the policy of
the Committee to determine the salary components of executive compensation upon
the basis of corporate performance, although the performance factors which the
Committee considers are profitability, capital levels, and performance relative
to such industry standards as problem asset levels, loan production, regulatory
compliance, and asset-liability management. The Committee also considers whether
or not the overall value of the Company has improved from year to year.
The Company's executive compensation program has been designed to:
1. Align the interests of executives with the interests of the
stockholders by providing performance based awards in cash and stock;
and
15
2. Allow the Company to compete for and retain executives critical to the
Company's success by providing an opportunity for compensation that is
comparable to the levels offered by other companies in our market.
Stock options were granted to Executive Officers of the Company during
fiscal 1997. Ms. Zuschlag received 9,680 options and Messrs. Evanoski, Martz,
Polkovich and Hilliard received 3,630 options, 3,630 options, 3,630 options and
3,630 options, respectively (adjusted for subsequent 10% stock dividends). Stock
options were granted to Executive Officers of the Company during fiscal 1998.
Ms. Zuschlag received 8,800 options and Messrs. Evanoski, Martz, Palkovich and
Hilliard received 3,300 options, 3,300 options, 3,300 options and 3,300 options,
respectively. Stock options were granted to Executive Officers of the Company
during fiscal 1999. Ms. Zuschlag received 13,525 options and Messrs. Evanoski,
Martz, Palkovich and Hilliard received 4,500 options, 4,500 options, 4,500
options and 4,500 options, respectively.
Bonuses were paid to the Executive Officers of the Company during fiscal
1997. Ms. Zuschlag received $100,000. Messrs. Evanoski, Martz, Palkovich and
Hilliard were paid $18,300, $18,300, $18,300 and $17,320, respectively. Bonuses
were paid to the Executive Officers of the Company during fiscal 1998. Ms.
Zuschlag received $50,000. Messrs. Evanoski, Martz, Palkovich and Hilliard were
paid $14,000, $14,000, $14,000 and $13,000, respectively. Bonuses were paid to
the Executive Officers of the Company during fiscal 1999. Ms. Zuschlag received
$55,000. Messrs. Evanoski, Martz, Palkovich and Hilliard were paid $15,000,
$15,000, $15,000 and $14,000, respectively.
Ms. Zuschlag's compensation increased from $229,818 for fiscal 1997 to
$262,451 for fiscal 1998 to $271,062 for fiscal 1999. Messrs. Evanoski, Martz
and Palkovich's compensation increased from $95,439 for fiscal 1997 to $106,546
for fiscal 1998 and $103,092 for fiscal 1999. Mr. Hilliard's compensation
increased from $88,356 for fiscal 1997 to $97,781 for fiscal 1998 and $94,609
for fiscal 1999. At the meeting of the Committee that determined Executive
Officers salaries to be effective December 1, 1999, the committee reviewed and
considered various published compensation surveys, the Executive Officers
increased scope of responsibilities relating to ESB Financial Corporation's
continuing growth as well as the aforementioned factors. After reviewing the
aforementioned factors, the Committee recommended to the Board of Directors an
increase in salary to a level of $284,000 for Ms. Zuschlag, a level of $109,000
for Messrs. Evanoski, Martz and Palkovich and a level of $100,000 for Mr.
Hilliard, effective December 1, 1999.
The Compensation Committee
William B. Salsgiver (Chairman)
Lloyd L. Kildoo
Edmund C. Smith
16
Performance Graph
The following two graphs compare the yearly cumulative total return on the
Common Stock over five-year and nine-year (reflecting consummation of the Bank's
reorganization into the holding company form of organization on July 1, 1991)
measurement periods with (i) the yearly cumulative total return on the stocks
included in the S&P 500 Total Return Index and (ii) the yearly cumulative total
return on the stocks included in the SNL Securities All Banks and Thrifts Index.
All of these cumulative returns are computed assuming the reinvestment of
dividends at the frequency with which dividends were paid during the applicable
year.
Period Ending
-----------------------------------------------------------------------------------------
Index 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- -----------------------------------------------------------------------------------------------------------------------
ESB Financial Corporation 100.00 125.71 135.36 215.10 203.07 153.02
S&P 500 100.00 137.58 169.03 225.44 289.79 350.78
SNL All Bank & Thrift Index 100.00 155.68 215.79 331.26 351.63 336.40
17
Period Ending
------------------------------------------------------------------------------------------------------
Index 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- ------------------------------------------------------------------------------------------------------------------------------------
ESB Financial Corporation 100.00 168.02 304.11 304.69 265.66 333.96 359.61 571.44 539.46 406.51
S&P 500 100.00 130.47 140.41 154.56 156.60 215.44 264.70 353.03 453.81 549.31
SNL All Bank & Thrift Index 100.00 162.37 222.96 247.42 241.95 376.67 522.10 801.47 850.75 813.89
18
Excess Benefit Plan
On October 30, 1996, the Company adopted an Excess Benefit Plan ("EBP") for
the purpose of permitting Ms. Zuschlag, and any other employees of the Company
who may be designated pursuant to the EBP, to receive certain benefits that Ms.
Zuschlag and any other employees of the Company otherwise would be eligible to
receive under the Company's Retirement Plan and ESOP but for the limitations set
forth in Sections 401(a)(17), 402(g) and 415 of the Internal Revenue Code of
1986, as amended (the "Code"). Pursuant to the EBP, during any plan year the
Company shall make matching contributions on behalf of the participant in an
amount equal to the amount of matching contributions that would have been made
by the Company on behalf of the participant but for limitations in the Code,
less the actual amount of matching contributions actually made by the Company on
behalf of the participant. Finally, the EBP generally provides that during any
plan year a participant shall receive a supplemental ESOP allocation in an
amount equal to the amount which would have been allocated to the participant
but for limitations in the Code, less the amount actually allocated to the
participant pursuant to the ESOP. The supplemental benefits to be received by a
participant pursuant to the EBP shall be credited to an account maintained
pursuant to the EBP within 180 days after the end of each plan year. In
connection with its adoption of the EBP, the Company adopted a trust which
currently holds 4,956 shares of Common Stock to fund its obligation to Ms.
Zuschlag under the EBP.
Indebtedness of Management
In accordance with applicable federal laws and regulations, ESB Bank offers
mortgage loans to its directors, officers and full-time employees for the
financing of their primary residences as well as various consumer loans. These
loans are generally made on substantially the same terms as those prevailing at
the time for comparable transactions with non-affiliated persons. It is the
belief of management that these loans neither involve more than the normal risk
of collectibility nor present other unfavorable features.
Section 22(h) of the Federal Reserve Act generally provides that any credit
extended by a savings institution to its executive officers, directors and, to
the extent otherwise permitted, principal stockholder(s), or any related
interest of the foregoing, must (i) be on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions by the savings association with non-affiliated parties;
(ii) be pursuant to underwriting standards that are no less stringent than those
applicable to comparable transactions with non-affiliated parties; (iii) not
involve more than the normal risk of repayment or present other unfavorable
features; and (iv) not exceed, in the aggregate, the institution's unimpaired
capital and surplus, as defined.
19
The following table sets forth information as to all directors and
executive officers of the Company, including members of their immediate families
and affiliated entities, who had loans with ESB Bank aggregating $60,000 or more
during the 12 months ended December 31, 1999.
Highest Interest
Year Balance Principal Rate
Name and Position Nature of Loan from 1/1/99 Balance at as of
or Relationship Indebtedness Made to 12/31/99 12/31/99 12/31/99
- ------------------------- ---------------------- ----- ----------- ---------- --------
Ellwood City Hospital (1) Commercial business 1994 $122,779 $ 0 N/A
George W. Blank Commercial 1991 49,500 49,500 9.50
Supply Co., Inc.(2) Commercial real estate 1998 123,244 108,771 8.75
Commercial 1999 155,000 136,023 8.25
George William Blank, Jr. Residential mortgage(3) 1999 45,000 44,965 7.25
_________________________
(1) Mr. Skuba, a director of the Company since 1991 and ESB Bank since 1988, is
the President and Chief Executive Officer of the Ellwood City Hospital.
(2) Mr. Blank, a director of the Company since 1991 and ESB Bank since 1974, is
the President of George W. Blank Supply Co., Inc.
(3) Cosigner of residential mortgage loan to Mr. Blank's niece and nephew.
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has appointed KPMG LLP, as
independent auditors for the Company for the year ending December 31, 2000, and
further directed that the selection of auditors be submitted for ratification by
the stockholders at the Annual Meeting. The Company has been advised by KPMG
LLP that neither the firm nor any of its associates has any relationship with
the Company or its subsidiaries other than the usual relationship that exists
between independent public accountants and clients. KPMG LLP will have
representatives at the Annual Meeting who will have an opportunity to make a
statement, if they so desire, and will be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF KPMG LLP, AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER
31, 2000. A MAJORITY OF THE TOTAL VOTES CAST AT THE ANNUAL MEETING IS REQUIRED
FOR RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT AUDITORS.
20
OTHER MATTERS
Management is not aware of any business to come before the Annual Meeting
other than those matters described in this Proxy Statement. However, if any
other matters should properly come before the Annual Meeting, it is intended
that the proxies solicited hereby will be voted with respect to those other
matters in accordance with the judgment of the persons voting the proxies.
The cost of solicitation of proxies will be borne by the Company. The
Company has retained Morrow & Company, a professional proxy solicitation firm,
to assist in the solicitation of proxies. The fee arrangement with such firm is
$3,000 plus reimbursement for out-of-pocket expenses. The Company will
reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of the Common Stock. In addition to solicitations by mail,
directors, officers and employees of the Company may solicit proxies personally
or by telephone without additional compensation.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in the proxy
solicitation materials to be used in connection with the next Annual Meeting of
Stockholders of the Company, must be received at the principal executive offices
of the Company, 600 Lawrence Avenue, Ellwood City, Pennsylvania 16117,
Attention: Secretary, no later than Monday, November 20, 2000. If such proposal
is in compliance with all of the requirements of Rule 14a-8 promulgated under
the Exchange Act, it will be included in the Company's Proxy Statement and set
forth on the form of proxy issued for the next Annual Meeting of Stockholders.
It is urged that any such proposals be sent by certified mail, return receipt
requested.
Stockholder proposals which are not submitted for inclusion in the
Company's proxy materials pursuant to Rule 14a-8 under the Exchange Act may be
brought before an annual meeting pursuant to Article 10.F of the Company's
Articles of Incorporation, which provides that to be properly brought before an
annual meeting, business must be (a) properly brought before the meeting by or
at the direction of the Board of Directors or (b) otherwise properly brought
before the meeting by a stockholder. For business to be properly brought before
an annual meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the Company. To be timely, a
stockholder's notice must be delivered to, or mailed and received at, the
principal executive offices of the Company not less than 60 days prior to the
anniversary date of the immediately preceding annual meeting of stockholders of
the Company, or not later than February 17, 2001 in connection with the 2001
Annual Meeting of Stockholders of the Company. A stockholder's notice must set
forth, as to each matter the stockholder proposes to bring before an annual
meeting, (a) a brief description of the business desired to be brought before
the annual meeting and (b) certain other information set forth in the Articles
of Incorporation. No stockholder proposals have been received by the Company in
connection with the Annual Meeting.
21
ANNUAL REPORTS AND FINANCIAL STATEMENTS
Stockholders of the Company as of the Voting Record Date for the Annual
Meeting are being forwarded a copy of the Company's Annual Report to
Stockholders for the twelve months ended December 31, 1999 ("Annual Report").
Included in the Annual Report are the consolidated statements of financial
condition of the Company as of December 31, 1998 and 1999 and the related
consolidated statements of income, changes in stockholders' equity and cash
flows for each of the years in the three-year period ended December 31, 1999,
prepared in accordance with generally accepted accounting principles, and the
related report of the Company's independent public accountants. The Annual
Report is not a part of this Proxy Statement.
UPON RECEIPT OF A WRITTEN REQUEST, THE COMPANY WILL FURNISH TO ANY
STOCKHOLDER WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM 10-K FILED WITH
THE SEC UNDER THE EXCHANGE ACT FOR THE YEAR ENDED DECEMBER 31, 1999. UPON
WRITTEN REQUEST, THE COMPANY WILL FURNISH TO ANY SUCH STOCKHOLDER A COPY OF THE
EXHIBITS TO THE ANNUAL REPORT ON FORM 10-K. SUCH WRITTEN REQUESTS SHOULD BE
DIRECTED TO ESB FINANCIAL CORPORATION, 600 LAWRENCE AVENUE, ELLWOOD CITY,
PENNSYLVANIA 16117, ATTENTION: SECRETARY. THE ANNUAL REPORT ON FORM 10-K IS NOT
A PART OF THIS PROXY STATEMENT.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Frank D. Martz
Frank D. Martz
Group Senior Vice President of Operations and Secretary
March 20, 2000
Ellwood City, Pennsylvania
22
ESB FINANCIAL CORPORATION REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ESB
FINANCIAL CORPORATION ("COMPANY") FOR USE ONLY AT THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON APRIL 18, 2000 AND AT ANY ADJOURNMENT THEREOF.
The undersigned hereby appoints the Board of Directors of the Company, or
any successors thereto, as proxies, with full powers of substitution, to vote
the shares of the undersigned at the Annual Meeting of Stockholders of the
Company to be held at the Connoquenessing Country Club located at RD #2, Route
65, Ellwood City, Pennsylvania, on April 18, 2000, at 4:00 p.m., Eastern Time,
or at any adjournment thereof, with all the powers that the undersigned would
possess if personally present, as indicated on the reverse side hereof.
1. Election of Directors
[_] FOR all nominees listed [_] WITHHOLD AUTHORITY to
(except as marked to the vote for all nominees
contrary.) listed.
Nominees for three-year term: Charles Delman and Edmund C. Smith
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
- --------------------------------------------------------------------------------
2. Proposal to ratify the appointment of KPMG LLP as the Company's independent
auditors for fiscal 2000.
[_] FOR [_] AGAINST [_] ABSTAIN
In their discretion, the proxies are authorized to vote with respect to
approval of the minutes of the last meeting of stockholders, the election of any
person as a director if the nominee is unable to serve or for good cause will
not serve, matters incident to the conduct of the meeting, and upon such other
matters as may properly come before the meeting.
The Board of Directors recommends that you vote FOR the nominees listed on
the reverse side hereof and FOR Proposal 2. You are encouraged to specify your
choices by marking the appropriate boxes on the reverse side; however, you need
not mark any boxes if you wish to vote in accordance with the Board of
Directors' recommendations. This proxy may not be voted for any person who is
not a nominee of the Board of Directors of the Company. THIS PROXY MAY BE
REVOKED AT ANY TIME BEFORE IT IS EXERCISED.
SHARES OF COMMON STOCK OF THE COMPANY WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, SHARES WILL BE VOTED FOR THE ELECTION OF THE BOARD OF
DIRECTORS' NOMINEES TO THE BOARD OF DIRECTORS, FOR PROPOSAL 2, AND OTHERWISE AT
THE DISCRETION OF THE PROXIES.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Stockholders of the Company called for April 18, 2000, a Proxy Statement for
the Annual Meeting and the 1999 Annual Report to Stockholders.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD USING THE
ENCLOSED ENVELOPE.
Date:_________________________________, 2000
_________________________________
Signature
_________________________________
Signature
PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON
THIS PROXY. ONLY ONE SIGNATURE IS REQUIRED IN CASE
OF A JOINT ACCOUNT. WHEN SIGNING IN A
REPRESENTATIVE CAPACITY, PLEASE GIVE TITLE.