-----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, Qj/P9qsSkj04hKomUOpWbPG0mlxbMa0Q/BOEZiRzrOb86852JTx7WpuUeJICbLaJ Lm4zly4IAs3bT/kW9yjkVA== 0001065407-00-000123.txt : 20000424 0001065407-00-000123.hdr.sgml : 20000424 ACCESSION NUMBER: 0001065407-00-000123 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000418 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000421 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: 8-K SEC ACT: SEC FILE NUMBER: 000-19345 FILM NUMBER: 606696 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 8-K 1 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 ESB FINANCIAL CORPORATION ______________________________________________________________________________ (Exact name of registrant specified in its charter) Pennsylvania 0-19345 25-1659846 ______________________________________________________________________________ (State or other jurisdiction (Commission File Number) (I.R.S. Employer incorporation or organization) Identification Number) 600 Lawrence Avenue Ellwood City, Pennsylvania 16117 ________________________________________ __________ (Address of principal executive offices) (Zip Code) (724) 758-5584 ______________________________________________________________________________ (Registrant's telephone number, including area code) ESB Financial Corporation Form 8-K Page 2 Item 5. Other Events The information to be reported herein is incorporated by reference from the press release, dated April 18, 2000, filed as Exhibit 99 to this Form 8-K. Item 7. Financial Statements and Exhibits (a) Not applicable. (b) Not applicable. (c) Exhibits. 99 Press release dated April 18, 2000. ESB Financial Corporation Form 8-K Page 3 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 ------------------------- (Registrant) Date: April 18, 2000 By: /s/ Charlotte A. Zuschlag --------------- ------------------------- Charlotte A. Zuschlag President & Chief Executive Officer (Principal Executive Officer) EX-99 2 PRESS RELEASE EXHIBIT 99 PRESS RELEASE [ESB FINANCIAL CORPORATION LOGO] ============================================================================== P R E S S R E L E A S E ============================================================================== RELEASE DATE: CONTACT: - ------------- -------- April 18, 2000 CHARLES P. EVANOSKI GROUP SENIOR VICE PRESIDENT CHIEF FINANCIAL OFFICER (724) 758-5584 FOR IMMEDIATE RELEASE --------------------- ESB FINANCIAL CORPORATION ANNOUNCES RECORD FIRST QUARTER EARNINGS, 10% STOCK DIVIDEND AND INCREASE IN CASH DIVIDENDS Ellwood City, Pennsylvania, April 18, 2000 - ESB Financial Corporation (Nasdaq: ESBF), the parent company of ESB Bank, F.S.B. and Spring Hill Savings Bank, F.S.B., today announced record consolidated net income of $1.9 million or $0.37 per diluted share for the quarter ended March 31, 2000, which represented a 42.3% increase in net income per diluted share, as compared to consolidated net income of $1.4 million or $0.26 per diluted share for the same period in the prior year. The Company's annualized return on average assets and average equity were 0.71% and 14.39%, respectively, for the quarter ended March 31, 2000. In connection with announcing record earnings, the Company reported that the Board of Directors declared a 10% stock dividend. This stock dividend is payable May 31, 2000, to stockholders of record at the close of business on May 17, 2000. As a result of the stock dividend, the number of outstanding shares of the Company's common stock will increase to 6.1 million shares from 5.5 million shares. In addition, the Company reported that the Board of Directors changed the Company's dividend policy with the intention of increasing the current quarterly cash dividend per share of $0.09 to $0.10 per share effective with the quarter ending June 30, 2000. Charlotte A. Zuschlag, President and Chief Executive Officer of the Company, stated, "The Board of Directors, senior management and I are quite pleased with the first quarter results and the Company's earnings and the integration of Spring Hill Savings Bank's operations into the operations of the consolidated Company. The 10% stock dividend is a reflection of the Company's favorable financial results and will reward stockholders by facilitating greater trading activity or float in our stock." Ms. Zuschlag further stated, "By changing the dividend policy, the Company expects to increase the quarterly cash dividend effective with the quarter ending June 30, 2000, to $0.10 per share after the stock dividend has been paid, thereby increasing the cash payout to our stockholders by over 20%." The Company has paid regular quarterly cash dividends since going public in 1990. Press Release Page 2 of 3 April 18, 2000 Consolidated net income for the first quarter of 2000 as compared to the first quarter of 1999 increased primarily because of an increase in net interest income and a recovery of loan losses partially offset by increases in noninterest expense and the provision for income taxes and a decrease in noninterest income. Net interest income increased $917,000 while the provision for loan losses decreased $455,000 due to a $605,000 recovery recorded in January associated with the Company's Bennett Lease Pools, offset by the increases in noninterest expense and the provision for income taxes and a decrease in noninterest income of $376,000, $356,000 and $72,000, respectively. Without the recovery related to the Bennett Lease Pools, consolidated net income would have been $1.6 million or $0.30 per diluted share, which represents a 15.4% increase in net income per diluted share compared to the $1.4 million or $0.26 per diluted share for the same period in the prior year. As a result of the SHS Bancorp, Inc. acquisition on February 10, 2000, the Company's consolidated total assets increased $112.2 million or 10.9% to $1.1 billion at March 31, 2000, from $1.0 billion at December 31, 1999. Net loans receivable increased $77.7 million or 19.7% to $471.6 million at March 31, 2000, from $393.9 million at December 31, 1999. Securities increased $28.3 million or 5.0% to $589.4 million at March 31, 2000, from $561.1 million at December 31, 1999. Total deposits increased $66.5 million or 15.4% to $498.3 million at March 31, 2000 from $431.8 million at December 31, 1999, and borrowed funds increased $31.6 million or 5.8% to $575.2 million at March 31, 2000, from $543.6 million at December 31, 1999. Total stockholders' equity increased $9.8 million or 19.6% to $59.7 million at March 31, 2000, from $49.9 million at December 31, 1999, as a result of the SHS Bancorp, Inc. acquisition. Average stockholders' equity to average assets was 4.92%, and book value per share was $10.77 at March 31, 2000. ESB Financial Corporation is the parent holding company of ESB Bank, F.S.B. and Spring Hill Savings Bank, F.S.B. and offers a wide variety of financial products and services through 16 offices in the contiguous counties of Allegheny, Lawrence, Beaver and Butler in Pennsylvania. The common stock of the Company is traded on The Nasdaq Stock Market under the symbol "ESBF". Press Release Page 3 of 3 April 18, 2000 ESB FINANCIAL CORPORATION AND SUBSIDIARIES ------------------------------------------ Financial Highlights (Dollars in Thousands - Except Per Share Amounts) OPERATIONS DATA: - ---------------- Three Months Ended March 31, 2000 1999 ---- ---- Interest income $ 18,387 $ 15,431 Interest expense 13,655 11,616 ______ ______ Net interest income 4,732 3,815 (Recovery of) provision for loan losses (452) 3 ______ ______ Net interest income after (recovery of) provision for loan losses 5,184 3,812 Noninterest income 665 737 Noninterest expense 3,348 2,972 ______ ______ Income before provision for income taxes 2,501 1,577 Provision for income taxes 578 222 ______ ______ Net income $ 1,923 $ 1,355 ====== ====== Net income per share: Basic $0.37 $0.27 Diluted $0.37 $0.26 Annualized return on average assets 0.71% 0.56% Annualized return on average equity 14.39% 8.68% FINANCIAL CONDITION DATA: - ------------------------- As of: 03/31/00 12/31/99 -------- -------- Total assets $1,144,596 $1,032,445 Cash and cash equivalents 15,897 12,761 Total investment securities 589,393 561,125 Loan receivable, net 471,589 393,929 Customer deposits 498,300 431,783 Borrowed funds (includes subordinated debt) 575,194 543,627 Stockholders' equity 59,664 49,882 Book value per share $10.77 $9.78 Average equity to average assets 4.92% 5.79% Allowance for loan losses to loans receivable 0.99% 1.16% Nonperforming assets to total assets 0.32% 0.43% -----END PRIVACY-ENHANCED MESSAGE-----