UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 15, 2005
_______________________________
ESB Financial Corporation
_______________________________________________________________________________
(Exact name of registrant as specified in its charter)
Pennsylvania 0-19345 25-1659846
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
600 Lawrence Avenue, Ellwood City, Pennsylvania 16117
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (724) 758-5584
____________________________
Not Applicable
_______________________________________________________________________________
(Former name, former address and former fiscal year, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 240.14d-2(b))
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 4.01 Changes in Registrant's Certifying Accountant.
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On February 15, 2005, the Audit Committee of the Board of
Directors of ESB Financial Corporation (the "Company") notified
S.R. Snodgrass, A.C. ("Snodgrass") they have been engaged to
serve as the Company's independent public accountants, and
notified Ernst & Young LLP ("Ernst & Young") they have been
dismissed as the Company's independent public accountants,
effective immediately. The appointment of Snodgrass and the
dismissal of Ernst & Young were effected by the Audit Committee.
Ernst & Young performed audits of the Company's consolidated
financial statements for the years ended December 31, 2004 and
2003. Ernst & Young's reports did not contain an adverse opinion
or a disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope, or accounting principles.
During the two years ended December 31, 2004, and from
December 31, 2004 through the effective date of Ernst & Young's
termination, there have been no disagreements between the Company
and Ernst & Young on any matter of accounting principles or
practice, financial statement disclosure, or auditing scope or
procedure, which disagreements would have caused Ernst & Young to
make reference to the subject matter of such disagreements in
connection with its report. None of the "reportable events"
described in Item 304(a)(1)(v) of Regulation S-K promulgated by
the Securities and Exchange Commission (the "SEC") pursuant to
the Securities Exchange Act of 1934, as amended, have occurred
during the two years ended December 31, 2004, or through the
effective date of Ernst & Young's termination.
During the two years ended December 31, 2004, and from
December 31, 2004 until the effective date of their dismissal,
Ernst & Young did not advise the Company of any of the following
matters:
1. That the internal controls necessary for the
Company to develop reliable financial statements did
not exist;
2. That information had come to Ernst & Young's
attention that had led it to no longer be able to rely
on management's representations or that had made it
unwilling to be associated with the financial
statements prepared by management;
3. That there was a need to expand significantly the
scope of the audit of the Company or that information
had come to Ernst & Young's attention that if further
investigated: (i) may materially impact the fairness
or reliability of either a previously issued audit
report or underlying financial statements or the
financial statements issued or to be issued covering
the fiscal periods subsequent to the date of the most
recent financial statements covered by an audit report
(including information that may prevent it from
rendering an unqualified audit report on those
financial statements) or (ii) may cause it to be
unwilling to rely on management's representation or be
associated with the Company's financial
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statements and that, due to its dismissal, Ernst & Young
did not so expand the scope of its audit or conduct such
further investigation;
4. That information had come to Ernst & Young's
attention that it had concluded materially impacted the
fairness or reliability of either: (i) a previously-
issued audit report or the underlying financial
statements or (ii) the financial statements issued or
to be issued covering the fiscal period subsequent to
the date of the most recent financial statements
covered by an audit report (including information that,
unless resolved to the accountant's satisfaction, would
prevent it from rendering an unqualified audit report
on those financial statements) or that, due to its
dismissal, there were no such unresolved issues as of
the date of its dismissal.
The Company requested that Ernst & Young furnish it with a
letter addressed to the SEC stating whether or not Ernst & Young
agreed with the statements made by the Company set forth above,
and if not, stating the respects in which Ernst & Young did not
agree. The Company provided Ernst & Young with a copy of the
foregoing disclosures and requested that they furnish a letter
addressed to the SEC, stating whether it agrees with the above
statements. The Company will file a copy of Ernst & Young's
response within two business days of its receipt by the Company.
During the two years ended December 31, 2004 and from
December 31, 2004 through the engagement of Snodgrass as the
Company's independent accountant, neither the Company nor anyone
on its behalf has consulted Snodgrass with respect to any
accounting or auditing issues involving the Company. In
particular, there was no discussion with the Company regarding
the application of accounting principles to a specified
transaction, the type of audit opinion that might be rendered on
the financial statements, or any matter that was either the
subject of a disagreement with Ernst & Young on accounting
principles or practices, financial statement disclosure or
auditing scope or procedures, which, if not resolved to the
satisfaction of Ernst & Young, would have caused Ernst & Young to
make reference to the matter in their report, or a "reportable
event" as described in Item 304(a)(1)(v) of the Regulation S-K
promulgated by the SEC.
Item 9.01 Financial Statements and Exhibits
_________________________________
(a) Not applicable.
(b) Not applicable.
(c) The following exhibits are included with this Report:
Exhibit No. Description
___________ ___________
16 Letter of Ernst & Young LLP *
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* To be filed by amendment.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
ESB FINANCIAL CORPORATION
By: /s/ Charlotte A. Zuschlag
____________________________________________
Name: Charlotte A. Zuschlag
Title: President and Chief Executive Officer
Date: February 15, 2005
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