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. )
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Rule 14a-6(e)(2))
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WSB Holding Company
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(Name of Registrant as Specified In Its Charter)
N/A
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WSB HOLDING COMPANY
807 Middle Street
Pittsburgh, Pennsylvania 15212
(412) 231-7297
PRESS RELEASE
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FOR IMMEDIATE RELEASE CONTACT:
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July 20, 2001 Robert D. Neudorfer
President and Chief
Executive Officer
(412) 231-7297
WSB HOLDING COMPANY ANNOUNCES SPECIAL
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MEETING OF STOCKHOLDERS TO APPROVE MERGER
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WITH ESB FINANCIAL CORPORATION
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PITTSBURGH, PENNSYLVANIA. WSB Holding Company (OTC: WSBH) announced today that
it will hold its special meeting of stockholders on August 30, 2001 in order
for stockholders to consider the merger agreement with ESB Financial
Corporation. It is anticipated that the proxy statement will be mailed on or
about July 26, 2001 to WSB stockholders of record on July 16, 2001. The
special meeting will be held at 4:30 p.m. on Thursday, August 30, 2001 at the
branch office of Workingmens Bank located at 5035 Curry Road, Pittsburgh,
Pennsylvania.
Under the terms of the agreement, WSB Holding Company and Workingmens Bank
will merge into ESB Financial Corporation and ESB Bank, respectively. Each
common share of WSB Holding Company will receive the right to elect to receive
$17.10 in cash or in ESB Financial Corporation common stock, subject to an
overall requirement that 51% of the total outstanding WSB Holding Company
common stock to be exchanged for stock. It is anticipated that the merger will
be completed by mid-October, 2001. WSB Holding's Annual Meeting of
Stockholders for 2001, normally held in October, has been postponed
indefinitely, and will be rescheduled in the event that the closing of the
merger does not occur as scheduled.
Robert D. Neudorfer, President and Chief Executive Officer of WSB Holding
Company and Workingmens Bank, stated that he is "very pleased to be joining
with ESB Financial Corporation and looks forward to the benefits this
affiliation will offer our shareholders, employees, and customers."
WSB Holding Company is the parent holding company of Workingmens Bank, which
has two full service bank offices in Western Pennsylvania. The common stock
of WSB Holding is traded on the OTC Bulletin Board under the symbol "WSBH."
ESB Financial Corporation is the parent holding company of ESB Bank which
offers a wide variety of financial products and services through 16 full
service offices throughout Western Pennsylvania. The common stock of ESB
Financial is traded on the Nasdaq Stock Market System under the symbol of
"ESBF."
ESB Financial and WSB Holding will be filing relevant documents concerning the
merger with the Securities and Exchange Commission ("SEC"), including a
registration statement on Form S-4 containing a prospectus/proxy statement. We
urge investors to read these documents because they contain important
information. Investors will be able to obtain these documents free of charge
at the SEC's website, www.sec.gov. In addition, documents filed with the SEC
by ESB Financial will be available free of charge from the Secretary of ESB
Financial at 600 Lawrence Avenue, Ellwood City, Pennsylvania 16117, telephone
(724) 758-5584 and documents filed with the SEC by WSB Holding will be
available free of charge from the Secretary of WSB Holding at 807 Middle
Street, Pittsburgh, Pennsylvania 15212, telephone (412) 231-7297. WSB Holding
and its directors and executive officers may be deemed to be participants in
the solicitation of proxies to approve the merger. WSB Holding investors
should read the prospectus/proxy statements and other documents to be filed
with the SEC carefully before making a decision concerning the merger.