Filed by ESB Financial Corporation
(Commission File No. 0-19345)
Pursuant to Rule 425 under the Securities Act of
1933 and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: PHSB Financial Corporation
(Commission File No. 0-33419)
Date: August 12, 2004
PRESS RELEASE
_____________
FOR IMMEDIATE RELEASE CONTACT:
_____________________ _______
August 12, 2004 Charlotte A. Zuschlag
President and Chief
Executive Officer
ESB Financial Corporation
(724) 758-5584
James P. Wetzel, Jr.
President and Chief
Executive Officer
PHSB Financial Corporation
(724) 846-7300
ESB FINANCIAL CORPORATION AND PHSB FINANCIAL CORPORATION
________________________________________________________
ANNOUNCE PLANS TO MERGE
_______________________
Ellwood City and Beaver Falls, Pennsylvania. ESB Financial
Corporation (Nasdaq: ESBF), the holding company for ESB Bank, and
PHSB Financial Corporation (Nasdaq: PHSB), the holding company
for Peoples Home Savings Bank, announced today that they have
signed a definitive merger agreement for ESB to acquire PHSB.
Under the terms of the agreement, upon consummation of the merger
of PHSB into ESB, each outstanding share of PHSB common stock
will be converted into the right to receive either $27.00 in cash
or ESB common stock, at the election of the holder, subject to an
overall requirement that 50% of the total outstanding PHSB common
stock be exchanged for stock.
At June 30, 2004, PHSB had $323.0 million in assets. Peoples Home
Savings Bank operates through its administrative office in Beaver
Falls and ten full service offices in Beaver and Lawrence
counties in Pennsylvania. ESB Bank, headquartered in Ellwood
City, operates through 17 full service branches located in the
contiguous counties of Allegheny, Lawrence, Beaver and Butler in
Pennsylvania.
Charlotte A. Zuschlag, President and Chief Executive Officer of
ESB Financial Corporation, stated "we believe that Peoples Home
Savings Bank is an excellent banking franchise which provides a
very attractive means for us to expand our operations in Lawrence
and Beaver counties. With the acquisition of Peoples Home, we
will be the third largest bank based upon total deposits in both
Lawrence and Beaver counties." Ms. Zuschlag added that "we are
extremely pleased that Jim Wetzel has agreed to join our board of
directors. Jim's involvement in the company will help us to
continue to build our presence in the market areas served by
Peoples Home Savings Bank."
James P. Wetzel, Jr., President and Chief Executive Officer of
PHSB Financial Corporation, stated that he is "very pleased to be
joining with ESB and looks forward to the benefits this
affiliation will offer our stockholders, employees and
customers."
The total value of the acquisition, including the payout of stock
options, is approximately $82.6 million and is conditioned upon
the receipt of the necessary regulatory and shareholder approvals
by both PHSB and ESB, and other customary conditions. The merger
is anticipated to be consummated in the first quarter of 2005.
Management of ESB expects the merger to be accretive to earnings
in the first six months after closing. PHSB anticipates that it
will continue paying its regular quarterly dividend for each full
calendar quarter pending the closing of the transaction.
FinPro, Inc. served as the financial advisor to ESB and Sandler
O'Neill & Partners, L.P. served as the financial advisor to PHSB.
Elias, Matz, Tiernan & Herrick L.L.P. served as legal counsel to
ESB in the transaction and Malizia Spidi & Fisch, PC served as
legal counsel to PHSB.
ESB Financial Corporation, headquartered in Ellwood City,
Pennsylvania, had $1.4 billion in assets at June 30, 2004. The
common stock of ESB is traded on the Nasdaq Stock Market,
National Market System under the symbol "ESBF." ESB makes
available on its web site, which is located at www.esbbank.com,
its annual reports on Form 10-K, quarterly reports on Form 10-Q
and current reports on Form 8-K on the date such reports are
electronically filed with the Securities and Exchange Commission.
PHSB Financial Corporation, headquartered in Beaver Falls,
Pennsylvania, had $323.0 million in assets and $221.0 million in
deposits at June 30, 2004. The common stock of PHSB is traded on
the Nasdaq Stock Market, National Market System under the symbol
"PHSB." PHSB makes available on its web site, which is located
at www.peopleshomesavings.com, its annual reports on Form 10-K,
quarterly reports on Form 10-Q and current reports on Form 8-K on
the date such reports are electronically filed with the
Securities and Exchange Commission.
Statements contained in this news release that are not historical
facts are forward-looking statements as that term is defined in
the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to risks and uncertainties
which could cause actual results to differ materially from those
currently anticipated due to a number of factors.
This document may be deemed to be solicitation material with
respect to the proposed merger of ESB Financial Corporation and
PHSB Financial Corporation. ESB and PHSB will be filing relevant
documents concerning the merger with the Securities and Exchange
Commission, including a registration statement on Form S-4
containing a joint proxy statement/prospectus.
-2-
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 will be available free
of charge from the Secretary of ESB Financial Corporation (Frank D.
Martz) at 600 Lawrence Avenue, Ellwood City, Pennsylvania 16117,
telephone (724) 758-5584 and documents filed with the SEC by PHSB
will be available free of charge from the Secretary of PHSB
Financial Corporation (John M. Rowse) at 744 Shenango Road,
Beaver Falls, Pennsylvania 15010, telephone (724) 846-7300. ESB
and PHSB and their directors and executive officers may be deemed
to be participants in the solicitation of proxies to approve the
merger. Information about the directors and executive officers
of ESB and their ownership of ESB common stock is set forth in
the proxy statement filed by ESB with the SEC dated March 19,
2004. Information about the directors and executive officers of
PHSB and their ownership of PHSB common stock is set forth in the
proxy statement filed by PHSB with the SEC dated March 22, 2004.
STOCKHOLDERS OF ESB AND PHSB SHOULD READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS TO BE FILED WITH THE SEC
CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER.
-3-