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
May 16, 2000
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(Date of earliest event reported)
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)
(724) 758-5584
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year, if changed since last
report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On May 16, 2000, the Board of Directors of ESB Financial Corporation
(the "Corporation" or the "Registrant") terminated the services of KPMG LLP
("KPMG") as the Registrant's independent auditors. In connection with the
termination of KPMG's services as independent auditors, the Board of Directors
of the Registrant have selected the accounting firm of Ernst & Young LLP
("Ernst & Young") to serve as independent auditors for the Registrant for the
fiscal year ending December 31, 2000.
In connection with their audit for the two most recent fiscal years and
during subsequent interim periods preceding the replacement of KPMG, there
have been no disagreements with KPMG on any matter of accounting principles or
practices, financial statement disclosures, or auditing scope or procedure.
KPMG's report on the financial statements for the two most recent fiscal
years did not contain an adverse opinion or disclaimer of opinion and was not
qualified or modified as to uncertainty, audit scope or accounting principles.
During the Registrant's two most recent fiscal years and the subsequent
interim periods preceding KPMG's replacement, KPMG did not advise, and has not
indicated to the Registrant that it had reason to advise, the Registrant of
any of the following:
(a) that the internal controls necessary for the Registrant to
develop reliable financial statements did not exist;
(b) that information had come to KPMG's attention that had led
it to no longer be able to rely on management's representations,
or that made it unwilling to be associated with the financial
statements prepared by management;
(c) (1) of the need to expand significantly the scope of the
Registrant's audit, or that information had come to KPMG's
attention during such time period that if further investigated
might (i) materially impact the fairness or reliability of either:
a previously issued audit report or the 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) cause it to
be unwilling to rely on management's representation or to be
associated with the Registrant's financial statements, and (2)
that due to KPMG's replacement or for another reason, the issue
has not been resolved to KPMG's satisfaction prior to its
replacement.
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(d) (1) that information had come to KPMG'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 periods subsequent to the date of
the then most recent financial statements covered by an audit
report (including information that, unless resolved to KPMG's
satisfaction, would prevent if from rendering an unqualified audit
report on those financial statements, and (2) due to KPMG's
replacement, or for any other reason, the issue was not resolved
to KPMG's satisfaction prior to its replacement.
The Registrant has requested KPMG to furnish it with a letter addressed
to the Securities and Exchange Commission stating whether or not they agree
with the statements made by the Registrant in response to this Item 4 and, if
not, stating the respects in which they do not agree. A copy of such letter
will be filed as an exhibit to this report by an amendment when received.
During the Registrant's two most recent fiscal years and the subsequent
interim periods preceding the selection of Ernst & Young, the Registrant has
not consulted Ernst & Young regarding the application of accounting
principles, either contemplated or proposed, the type of audit opinion that
might be rendered on the Registrant's financial statements or any other
matters that would be required to be reported herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) The following exhibit is filed with this report:
Exhibit Number Description
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16 Letter of KPMG 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
Date: May 23, 2000 By: /s/ Charlotte A. Zuschlag
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Charlotte A. Zuschlag
President and Chief Executive Officer
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