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
February 10, 2000
_____________________________________________________________________________
(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
_____________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)
ITEM 5. OTHER EVENTS
On February 10, 2000, ESB Financial Corporation ("ESB") completed the
acquisition of SHS Bancorp, Inc. ("SHS") pursuant to an Agreement and Plan of
Reorganization dated July 21, 1999 and a related Agreement of Merger between
ESB and SHS (the "Agreement").
The acquisition was effected by means of the merger of THB with and into
ESB (the "Merger"). Upon consummation of the Merger, each share of common
stock, $.01 par value per share, of SHS ("SHS Common Stock") outstanding
immediately prior thereto was converted into the right to receive, at the
election of the holder thereof, $17.80 in cash or 1.3 shares of common stock,
$.01 par value per share, of ESB ("ESB Common Stock"), subject to the
condition that the aggregate amount of cash consideration paid to SHS
shareholders constitute 40% of the total consideration paid for the SHS Common
Stock by ESB.
For additional information, reference is made to the press release dated
February 10, 2000 filed as Exhibit 99.1 hereto and is incorporated by
reference herein.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) The following exhibits are filed with this report:
Exhibit Number Description
-------------- ------------
2.1 Agreement and Plan of Reorganization, dated as
of July 21, 1999, between ESB and SHS
(including the related Agreement of Merger
attached as Appendix A thereto) (1)
99.1 Press Release dated February 10, 2000
________________________
(1) Incorporated by reference from the Current Report on Form 8-K dated July
21, 1999 filed by ESB.
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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: February 11, 2000 By: /s/ Charlotte A. Zuschlag
--------------------------------
Charlotte A. Zuschlag
President and Chief Executive Officer
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EXHIBIT 99.1
ESB Financial Corporation
RELEASE DATE: CONTACT:
____________ _______
February 10, 2000 Charlotte A. Zuschlag
President and Chief Executive Officer
ESB Financial Corporation
(724) 758-5584
ESB FINANCIAL CORPORATION COMPLETES
ACQUISITION OF SHS BANCORP, INC.
Ellwood City, Pennsylvania - February 10, 2000 -ESB Financial
Corporation (Nasdaq: ESBF), parent holding company of ESB Bank, FSB, announced
today that it has completed its acquisition of SHS Bancorp, Inc. and its
subsidiary, Spring Hill Savings Bank, FSB, located in the North Shore area of
Pittsburgh. Spring Hill had four community offices located in Allegheny
County and at December 31, 1999 had total assets of $89.6 million.
Shareholders of SHS Bancorp overwhelmingly approved the acquisition by
ESB Financial at a shareholder meeting held on December 17, 1999. In the
merger, shareholders of SHS Bancorp will receive either $17.80 in cash or 1.3
shares of ESB Financial common stock for each share of SHS Bancorp common
stock owned. The total merger consideration is payable 60% in ESB Financial
common stock and 40% in cash.
Charlotte A. Zuschlag, President and Chief Executive Officer of ESB
Financial, reported that all regulatory approvals for consummation of the
merger have been received and stated "we are very pleased to add the customers
and staff of Spring Hill Savings Bank to the ESB family. Spring Hill
Savings Bank will continue to operate as an a subsidiary of ESB Financial
until its proposed merger into ESB Bank in the Spring of 2000 and customers
can expect to find the same knowledgeable branch personnel handling their
daily transactions."
Thomas F. Angotti, President and Chief Executive Officer of SHS Bancorp,
indicated that he and his directors were "pleased to be joining such a quality
organization as ESB Financial and are looking forward to offering an expanded
array of products and services to Spring Hill customers and our market area."
As a result of the merger, ESB Financial Corporation has approximately
$1.1 billion in consolidated assets, $71 million in consolidated shareholders'
equity, and operates 16 community branch offices in the contiguous
Pennsylvania counties of Lawrence, Allegheny, Beaver and Butler. This
acquisition expands ESB's presence in Allegheny County from four to eight full
service community branch locations.
