0001065407-12-000092.txt : 20120127 0001065407-12-000092.hdr.sgml : 20120127 20120127102821 ACCESSION NUMBER: 0001065407-12-000092 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120127 DATE AS OF CHANGE: 20120127 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ESB FINANCIAL CORP EMPLOYEES ST OWNERSHIP PLAN TR CENTRAL INDEX KEY: 0001036043 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: PENNFIRST BANCORP INC STREET 2: 600 LAWRENCE AVE CITY: ELLWOOD CITY STATE: PA ZIP: 16117 BUSINESS PHONE: 4127585584 FORMER COMPANY: FORMER CONFORMED NAME: PENNFIRST BANCORP INC ESOP TRUST DATE OF NAME CHANGE: 19970319 SUBJECT COMPANY: 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: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50677 FILM NUMBER: 12550072 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 FORMER COMPANY: FORMER CONFORMED NAME: PENNWEST BANCORP INC DATE OF NAME CHANGE: 19910328 SC 13G/A 1 sched13ga.htm SCHEDULE 13G/A sched13ga.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 16)1
 
 
 
ESB FINANCIAL CORPORATION 
(Name of Issuer)
 
 
 
Common Stock, Par Value $.01 Per Share 
(Title of Class of Securities)
 
 
 
26884F 10 2 
(CUSIP Number)
 
 
 
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[X]  Rule 13d-1(b)
[   ]  Rule 13d-1(c)
[   ]  Rule 13d-1(d)

 
     1           The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
 
CUSIP NO. 26884F 10 2
13G/A
Page 2 of 6 Pages
 
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
ESB Financial Corporation Employee Stock Ownership Plan Trust
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a)   [ ]
 
    (b)      [   ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
 
329,656
6.
SHARED VOTING POWER
 
2,111,061
7.
SOLE DISPOSITIVE POWER
 
329,656
8.
SHARED DISPOSITIVE POWER
 
2,111,061
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,440,717
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    [  ]
  
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
16.7%
12.
TYPE OF REPORTING PERSON
 
EP
 
 
 
 
 
 
 
CUSIP NO. 26884F 10 2
13G/A
Page 3 of 6 Pages
 
Item 1(a).
Name of Issuer:
 
ESB Financial Corporation
 
Item 1(b).
Address of Issuer's Principal Executive Offices:
 
600 Lawrence Avenue
Ellwood City, Pennsylvania 16117
 
Item 2(a).
Name of Person Filing:
 
ESB Financial Corporation Employee Stock Ownership Plan Trust
 
Item 2(b).
Address of Principal Business Office or, if None, Residence:
 
ESB Financial Corporation
600 Lawrence Avenue
Ellwood City, Pennsylvania 16117
 
Item 2(c).
Citizenship:
 
Pennsylvania
 
Item 2(d).
Title of Class of Securities:
 
Common Stock, par value $.01 per share
 
Item 2(e).
CUSIP Number:
 
26884F 10 2
 
Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is:
 
(f)        [X]       An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
 
 
 
 
 
 
CUSIP NO. 26884F 10 2
13G/A
Page 4 of 6 Pages
 
Item 4.               Ownership.
 
  (a) Amount beneficially owned:
   
  2,440,717 shares of Common Stock
   
  (b) Percent of class: 16.7% (based on 14,600,871 shares of Common Stock issued and outstanding
  as of  December 31, 2011)
   
  (c) Number of shares as to which such person has:
   
  (i) Sole power to vote or to direct the vote      329,656
  (ii) Shared power to vote or to direct the vote      2,111,061
  (iii) Sole power to dispose or to direct the disposition of               329,656
  (iv) Shared power to dispose or to direct the disposition of                   2,111,061
 
 
The ESB Financial Corporation Employee Stock Ownership Plan Trust (the “ESOP”) or the “Reporting Person”) is an employee benefit plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with individual accounts for the benefit of participating employees and their beneficiaries.  The reporting person's assets are held in trust by trustees Mario J. Manna, Herbert S. Skuba and William B. Salsgiver (the “Plan Trustees”).  The number of shares listed as beneficially owned represents the entire number of shares of Common Stock held by the Plan Trustees as of December 31, 2011.  As of December 31, 2011, 2,111,061 shares of Common Stock held in the ESOP  were allocated to individual accounts established for participating employees and their beneficiaries and 329,656 shares of Common Stock held in the ESOP were unallocated.  Under the terms of the ESOP, the Plan Trustees will generally vote all allocated shares held in the ESOP in accordance with the instructions of the participating employees, and allocated shares for which employees do not give instructions will generally be voted in the same ratio on any matter as to those shares for which instructions are given.  Unallocated shares held in the ESOP will be voted by the Plan Trustees in accordance with their fiduciary duties as trustees.
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
Not applicable since the Reporting Person owns more than 5% of the class.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Dividends on Common Stock allocated to the accounts of participating employees and their beneficiaries, to the extent paid in the form of additional securities, are added to their respective individual accounts.  Dividends on Common Stock allocated to the accounts of participating employees and their beneficiaries, to the extent paid in cash are, at the direction of the Plan Administrator, either (i) credited to the respective individual accounts, or (ii) used to pay principal and interest on outstanding indebtedness incurred by the Reporting Person to acquire Common Stock.
 
 
 
 
 
 
 
 
CUSIP NO. 26884F 10 2
13G/A
Page 5 of 6 Pages
 
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
 
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
Not applicable since the Reporting Person is not a member of a group.
 
Item 9.
Notice of Dissolution of Group.
 
Not applicable since the Reporting Person is not a member of a group.
 
Item 10.
Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 
 
 
CUSIP NO. 26884F 10 2
13G/A
Page 6 of 6 Pages
 
 

SIGNATURE
 
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
This report is not an admission that the Plan Trustees are the beneficial owners of any securities covered by this report, and the Plan Trustees expressly disclaim beneficial ownership of all shares reported herein pursuant to Rule 13d-4.   
 
  ESB FINANCIAL CORPORATION
  EMPLOYEE STOCK OWNERSHIP PLAN TRUST
   
     
January 27, 2012 By:  /s/Mario J. Manna 
    Mario J. Manna, Trustee
     
     
January 27, 2012 By:  /s/Herbert S. Skuba 
    Herbert S. Skuba, Trustee
     
     
January 27, 2012 By: /s/William B. Salsgiver
    William B. Salsgiver, Trustee