UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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
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ESB Financial Corporation
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(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 upon
completion of the annual audit for the Company's fiscal year ended December
31, 2004. 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, 2003 and 2002. 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, 2003, and from December 31, 2003
through February 18, 2005, 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, 2003, or through February 18, 2005.
The Company provided Ernst & Young with a copy of the foregoing
disclosures and 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. A copy of Ernst & Young's
response is included as Exhibit 16.
During the two years ended December 31, 2003 and from December 31, 2003
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 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.
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Item 9.01 Financial Statements and Exhibits
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(a) Not applicable.
(b) Not applicable.
(c) The following exhibits are included with this Report:
Exhibit No. Description
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16 Letter of Ernst & Young LLP
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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
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Name: Charlotte A. Zuschlag
Title: President and Chief Executive Officer
Date: February 18, 2005
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