-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JMHzbTAranOe6u4AXP77KXZO8Ani7+owZp+q2TS2jsxskcJBMabCPyyB4HO+S9pk pd0Kbd2rw6QDlexoKEeC0w== 0001065407-00-000072.txt : 20000307 0001065407-00-000072.hdr.sgml : 20000307 ACCESSION NUMBER: 0001065407-00-000072 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000302 EFFECTIVENESS DATE: 20000302 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESB FINANCIAL CORP CENTRAL INDEX KEY: 0000872835 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 251659846 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-31464 FILM NUMBER: 559384 BUSINESS ADDRESS: STREET 1: 600 LAWRENCE AVE CITY: ELLWOOD CITY STATE: PA ZIP: 16117 BUSINESS PHONE: 7247585584 MAIL ADDRESS: STREET 1: 600 LAWRENCE AVENUE CITY: ELLWOOD CITY STATE: PA ZIP: 16117 FORMER COMPANY: FORMER CONFORMED NAME: PENNFIRST BANCORP INC DATE OF NAME CHANGE: 19960126 S-8 1 Registration No. 333- Filed March 2, 2000 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________ ESB Financial Corporation _____________________________________________________________________________ (Exact Name of Registrant as specified in its Articles of Incorporation) Pennsylvania 25-1659846 ________________________ _________________________________ (State of incorporation) (IRS Employer Identification No.) 600 Lawrence Avenue Ellwood City, Pennsylvania 16117 _____________________________________________________________________________ (Address of principal executive offices, including zip code) Options to purchase Common Stock of the Registrant issued pursuant to an Agreement and Plan of Merger, dated as of July 21, 1999, as amended, between the Registrant and SHS Bancorp, Inc. ("SHS"), upon conversion of outstanding options to purchase Common Stock of SHS issued by SHS under its 1998 Stock Option Plan _____________________________________________________________________________ (Full Title of the Plan) Charlotte A. Zuschlag President and Chief Executive Officer ESB Financial Corporation 600 Lawrence Avenue Ellwood City, Pennsylvania 16117 (412) 758-5584 _____________________________________________________________________________ (Name, address and telephone number of agent for service) Copies to: Kenneth B. Tabach, Esq. Elias, Matz, Tiernan & Herrick L.L.P. 734 15th Street, N.W. Washington, D.C. 20005 (202) 347-0300 Index to Exhibits is located on page 8. CALCULATION OF REGISTRATION FEE Title of Proposed Proposed Securities Maximum Maximum Amount of to be Amount to be Offering Price Aggregate Registration Registered Registered(1) Per Share(3) Offering Price(3) Fee _____________________________________________________________________________ Common Stock, 43,030(2) $7.71 $331,761 $87.59 par value $.01 _____________________________________________________________________________ (1) Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares of Common Stock of ESB Financial Corporation (the "Company" or the "Registrant") registered hereby as a result of a stock split, stock dividend or similar adjustment of the outstanding Common Stock. (2) Represents the number of shares of Common Stock of the Company reserved for issuance as a result of the conversion of options to purchase common stock of SHS Bancorp, Inc. ("SHS") into options to purchase Common Stock of the Company pursuant to an Agreement and Plan of Reorganization, dated as of July 21, 1999, between the Company and SHS. (3) Estimated solely for the purpose of calculating the registration fee, which has been calculated pursuant to Rule 457(h) promulgated under the Securities Act of 1933, as amended ("Securities Act"). The Proposed Maximum Offering Price Per Share is equal to the weighted average exercise price for the options to purchase shares of Common Stock. ______________________ This Registration Statement shall become effective automatically upon the date of filing in accordance with Section 8(a) of the Securities Act and 17 C.F.R. Section 230.462. 2 PART I Item 1. Plan Information* Item 2. Registrant Information and Employee Plan Annual Information* __________________________ * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended ("Securities Act"), and the Note to Part I on Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed or to be filed with the Securities and Exchange Commission (the "Commission") are incorporated by reference in this Registration Statement: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1998. (b) All reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), since the end of the fiscal year covered by the Form 10-K referred to in clause (a) above. (c) The description of the Common Stock of the Company contained in the Company's Registration Statement on Form 8-B filed with the Commission on June 13, 1991. (d) All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold. Any statement contained in this Registration Statement, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. 3 Item 4. Description of Securities. Not applicable since the Company's Common Stock is registered under Section 12 of the Exchange Act. Item. 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Article 9 of the Registrant's Amended and Restated Articles of Incorporation provides as follows: Article 9. Indemnification, etc. of Officers, Directors, Employees and Agents. A. Personal Liability of Directors. A director of the Corporation shall not be personally liable for monetary damages for any action taken, or any failure to taken any action, as a director except to the extent that by law a director's liability for monetary damages may not be limited. B. Indemnification. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, including actions by or in the right of the Corporation, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permissible under Pennsylvania law. C. Advancement of Expenses. Reasonable expenses incurred by a director, officer, or employee or agent of the Corporation in defending a civil or criminal action, suit or proceeding described in Article 9.B may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that the person is not entitled to be indemnified by the Corporation. D. Other Rights. The indemnification and advancement of expenses provided by or pursuant to this Article 9 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any insurance or other agreement, vote of stockholders or directors or otherwise, both as to actions in their official capacity and as to actions in another capacity while holding an office, and shall continue as to a person who has ceased 4 to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person. E. Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article 9. F. Security Fund; Indemnity Agreements. By action of the Board of Directors (notwithstanding their interest in the transaction), the Corporation may create and fund a trust fund or fund of any nature, and may enter into agreements with its officers, directors, employees and agents for the purpose of securing or insuring in any manner its obligation to indemnify or advance expenses provided for in this Article 9. G. Modification. The duties of the Corporation to indemnify and to advance expenses to any person as provided in this Article 9 shall be in the nature of a contract between the Corporation and each such person, and no amendment or repeal of any provision of this Article 9, and no amendment or termination of any trust or other fund created pursuant to Article 9.F hereof, shall alter to the detriment of such person the right of such person to the advancement of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment, repeal or termination. H. Proceedings Initiated by Indemnified Persons. Notwithstanding any other provision of this Article 9, the Corporation shall not indemnify a director, officer, employee or agent for any liability incurred in an action, suit or proceeding initiated by (which shall not be deemed to include counter- claims or affirmative defenses) or participated in as an intervenor or amicus curiae by the person seeking indemnification unless such initiation of or participation in the action, suit or proceeding is authorized, either before or after its commencement, by the affirmative vote of a majority of the directors then in office. Sections 1741 to 1747 of the Pennsylvania Business Corporation Law provide as follows with respect to indemnification: 1741 THIRD-PARTY ACTIONS.--Unless otherwise restricted in its bylaws, a business corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a representative of the corporation, or is or was serving at the request of the corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorney's 5 fees), judgements, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action or proceeding by judgement, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner that he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had reasonable cause to believe that his conduct was unlawful. 1742 DERIVATIVE AND CORPORATE ACTIONS.--Unless otherwise restricted in its bylaws, a business corporation shall have power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of the corporation to procure a judgement in its favor by reason of the fact that he is or was a representative of the corporation or is or was serving at the request of the corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of the action if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation. Indemnification shall not be made under this section in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the corporation unless and only to the extent that the court of common pleas of the judicial district embracing the county in which the registered office of the corporation is located or the court in which the action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses that the court of common pleas or other court deems proper. 1743 MANDATORY INDEMNIFICATION.--To the extent that a representative of a business corporation has been successful on the merits or otherwise in defense of any action or proceeding referred to in Section 1741 (relating to third-party actions) or 1742 (relating to derivative and corporate actions) or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorney fees) actually and reasonably incurred by him in connection therewith. 1744 PROCEDURE FOR EFFECTING INDEMNIFICATION.--Unless ordered by a court, any indemnification under Section 1741 (relating to third-party actions) or 1742 (relating to derivative and corporate actions) shall be made by the business corporation only as authorized in the specific case upon a determination that indemnification of the representative is proper in the circumstances because he has met the applicable standard of conduct set forth in those sections. The determination shall be made: (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the action or proceeding; 6 (2) if such a quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (3) by the shareholders. 1745 ADVANCING EXPENSES.--Expenses (including attorneys' fees) incurred in defending any action or proceeding referred to in this subchapter may be paid by a business corporation in advance of the final disposition of the action or proceeding upon receipt of an undertaking by or on behalf of the representative to repay the amount if it is ultimately determined that he is not entitled to be indemnified by the corporation as authorized in this subchapter or otherwise. 1746 SUPPLEMENTARY COVERAGE.--(a) General rule.--The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this subchapter shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding that office. Section 1728 (relating to interested directors or officers; quorum) and in, the case of a registered corporation, section 2538 (relating to approval of transactions with interested shareholders) shall be applicable to any bylaw, contract or transaction authorized by the directors under this section. A corporation may create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise secure or insure in any manner its indemnification obligations, whether arising under or pursuant to this section or otherwise. (b) When indemnification is not to be made.--Indemnification pursuant to subsection (a) shall not be made in any case where that act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. The articles may not provide for indemnification in the case of willful misconduct or recklessness. (c) Grounds.--Indemnification pursuant to subsection (a) under any bylaw, agreement, vote of shareholders or directors or otherwise may be granted for any action taken and may be made whether or not the corporation would have the power to indemnify the person under any other provision of law except as provided in this section and whether or not the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of the corporation. Such indemnification is declared to be consistent with the public policy of this Commonwealth. 1747 POWER TO PURCHASE INSURANCE.--Unless otherwise restricted in its bylaws, a business corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a representative of the corporation or is or was serving at the request of the corporation as a representative of another domestic or foreign corporation for profit or not- for-profit, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the 7 corporation would have the power to indemnify him against that liability under the provisions of this subchapter. Such insurance is declared to be consistent with the public policy of this Commonwealth. Item 7. Exemption from Registration Claimed. Not applicable since no restricted securities will be reoffered or resold pursuant to this Registration Statement. Item 8. Exhibits The following exhibits are filed with or incorporated by reference into this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table in Item 601 of Regulation S-K): No. Exhibit Location ___ _______ ________ 4 Specimen Common Stock Certificate. (1) 5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. as to the legality of the securities Attached 23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P. (contained in the opinion included as Exhibit 5) -- 23.2 Consent of KPMG LLP Attached 24 Power of attorney for any subsequent amendments (located in the signature pages of this Registration Statement). -- 99 SHS Bancorp, Inc. 1998 Stock Option Plan (2) ____________ (1) Incorporated by reference from the Company's Registration Statement on Form S-4 (Commission File No. 33-39219) filed with the Commission on March 1, 1991. (2) Incorporated by reference from the Registration Statement on Form S-8 (Commission File No. 333-66881) filed by SHS Bancorp, Inc. with the Commission on November 6, 1998. 8 Item 9. Undertakings. The undersigned Registrant hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement, and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change in such information in the Registration Statement; provided, however, that clauses (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. 2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 4. That, for the purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 5. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. 9 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Ellwood City, Pennsylvania, on this 1st day of March 2000. ESB FINANCIAL CORPORATION By: /s/ Charlotte A. Zuschlag ------------------------- Charlotte A. Zuschlag President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby makes, constitutes and appoints Charlotte A. Zuschlag his or her true and lawful attorney, with full power to sign for such person and in such person's name and capacity indicated below, and with full power of substitution any and all amendments to this Registration Statement, hereby ratifying and confirming such person's signature as it may be signed by said attorney to any and all amendments. /s/ Charlotte A. Zuschlag March 1, 2000 - ------------------------- Charlotte A. Zuschlag President and Chief Executive Officer /s/ William B. Salsgiver March 1, 2000 - ------------------------ William B. Salsgiver Chairman of the Board /s/ Herbert S. Skuba March 1, 2000 - -------------------- Herbert S. Skuba Vice Chairman of the Board /s/ Charles P. Evanoski March 1, 2000 - ----------------------- Charles P. Evanoski Senior Vice President and Chief Financial Officer (principal financial officer) 10 /s/ George William Blank, Jr. March 1, 2000 - ----------------------------- George William Blank, Jr. Director /s/ Lloyd L. Kildoo March 1, 2000 - ------------------- Lloyd L. Kildoo Director /s/ Charles Delman March 1, 2000 - ------------------ Charles Delman Director /s/ Edmund C. Smith March 1, 2000 - ------------------- Edmund C. Smith Director /s/ Edwin A. Thaner March 1, 2000 - ------------------- Edwin A. Thaner Director 11 EX-5 2 OPINION OF ELIAS, MATZ, TIERNAN & HERRICK LLP EXHIBIT 5 Law Offices ELIAS, MATZ, TIERNAN & HERRICK L.L.P. 12th Floor 734 15th Street, N.W. Washington, D.C. 20005 Telephone (202) 347-0300 March 2, 2000 Board of Directors ESB Financial Corporation 600 Lawrence Avenue Ellwood City, Pennsylvania 16117 Re: Registration Statement on Form S-8 43,030 Shares of Common Stock Ladies and Gentlemen: We have acted as special counsel to ESB Financial Corporation, a Pennsylvania corporation (the "Corporation"), in connection with the preparation and filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, of a Registration Statement on Form S- 8 (the "Registration Statement"), relating to the registration of up to 43,030 shares of common stock, par value $.01 per share ("Common Stock"), to be issued upon exercise of options previously granted by SHS Bancorp, Inc. ("SHS") pursuant to its 1998 Stock Option Plan (the "Plan"), and converted into options to purchase Common Stock of the Corporation (the "Options") upon the acquisition of SHS by the Corporation on February 10, 2000 pursuant to an Agreement and Plan of Reorganization, dated as of July 21, 1999, between the Corporation and SHS (the "Agreement"). The Registration Statement also registers an indeterminate number of additional shares which may be necessary to adjust the number of shares registered thereby for issuance as the result of a stock split, stock dividend or similar adjustment of the outstanding Common Stock. We have been requested to furnish an opinion to be included as an exhibit to the Registration Statement. In this regard, we have reviewed the Registration Statement and Prospectus for the Plan, the Articles of Incorporation and Bylaws of the Corporation, the Plan, the Agreement, a specimen stock certificate evidencing the Common Stock of the Corporation and such other corporate records and documents as we have deemed appropriate for the purposes of this opinion. We are relying upon the originals, or copies certified or otherwise identified to our satisfaction, of the corporate records of the Corporation and such other instruments, certificates and representations of public officials, officers and representatives of the Corporation as we have deemed applicable or relevant as a basis for the opinions set forth below. In addition, we have assumed, without independent verification, the genuineness of all signatures and the authenticity of all documents furnished to us and the Board of Directors March 2, 2000 Page 2 conformance in all respects of copies to originals. Furthermore, we have made such factual inquiries and reviewed such laws as we determined to be relevant for the purposes of this opinion. For purposes of this opinion, we have also assumed that (i) the shares of Common Stock issuable pursuant to the exercise of the Options will continue to be validly authorized on the dates the Common Stock is issued pursuant to the exercise of the Options; (ii) on the dates the Options are exercised, the Options will constitute valid, legal and binding obligations of the Corporation and will (subject to applicable bankruptcy, moratorium, insolvency, reorganization and other laws and legal principles affecting the enforceability of creditors' rights generally) be enforceable as to the Corporation in accordance with their terms; (iii) no change occurs in applicable law or the pertinent facts; and (iv) the provisions of "blue sky" and other securities laws as may be applicable have been complied with to the extent required. Based on the foregoing, and subject to the assumptions set forth herein, we are of the opinion as of the date hereof that the shares of Common Stock to be issued pursuant to the exercise of the Options, upon receipt by the Corporation of the consideration required thereby, will be legally issued, fully paid and non-assessable shares of Common Stock. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, ELIAS, MATZ, TIERNAN & HERRICK L.L.P. By: /s/ Kenneth B. Tabach --------------------------------- Kenneth B. Tabach, a Partner EX-23.2 3 CONSENT OF KPMG LLP EXHIBIT 23.2 INDEPENDENT AUDITORS CONSENT We consent to the incorporation by reference in this Registration Statement on Form S-8 of ESB Financial Corporation of our report dated January 20, 1999, with respect to the consolidated financial statements of ESB Financial Corporation and subsidiaries as of December 31, 1998 and 1997, and for each of the years in the three-year period ended December 31, 1998 which report is incorporated by reference in the Annual Report on Form 10-K filed by ESB Financial Corporation for the year ended December 31, 1998. /s/ KPMG LLP Pittsburgh, Pennsylvania March 2, 2000 -----END PRIVACY-ENHANCED MESSAGE-----