UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Federal Trust Corporation
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(Name of Issuer)
Common stock, par value $.01 per share
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(Title of Class of Securities)
314012105
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(CUSIP Number)
Frederick W. Dreher, Esquire
Duane Morris LLP
30 South 17th Street
Philadelphia, PA 19103; telephone: 215-979-1234
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(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 28, 2005
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the
following box. [X]
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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 ("Exchange Act") or otherwise subject to the liabilities of that section of
the Exchange Act but shall be subject to all other provisions of the Exchange
Act (however, see the Notes).
SCHEDULE 13D
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CUSIP No. 314012105
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1 NAME OF REPORTING PERSON/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(entities only)
Keefe Managers, LLC
I.R.S. I.D. No. 71-0885390
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
795,835 shares
NUMBER OF ------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH ------------------------------------------------------------
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 795,835 shares
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
795,835 shares
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
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14 TYPE OF REPORTING PERSON (See Instructions)
IA, CO
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Item 1. Security and Issuer.
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This statement relates to shares of the common stock, $.01 par value
per share (the "Common Stock"), of Federal Trust Corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 312 W. 1st Street,
Sanford, Florida 32771.
Item 2. Reporting Person.
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(a) The name of the person filing this Schedule 13D is
Keefe Managers, LLC ("Keefe").
(b) Keefe's business address is 375 Park Avenue, 23rd
Floor, New York, New York 10152.
(c) Keefe is a registered investment adviser under the
Investment Advisers Act of 1940.
(d) During the last five years, Keefe has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Keefe was not a party to
a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which
it was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state
securities laws, or finding any violation with
respect to such laws.
(f) Keefe is a Delaware limited liability company.
Reporting Person Members
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There is no person that owns more than 20% of the equity interests of
Keefe. The following persons serve as Managers or Executive Officers of Keefe:
Name Position
---- --------
Frank J. Barkocy Member, Director of Research
Jeffrey M. Drucker Member and Manager
Thomas G. Jonovich Member, CFO
William M. Kearns, Jr. Member, Manager, Chairman and Co-CEO
John J. Lyons Member, Manager, President and Co-CEO
Thomas G. Rudkin Member and Manager
William D. Gross Manager
Each Reporting Person Member's principal business address is 375 Park
Avenue, 23rd Floor, New York, New York 10152.
During the last five years, no Reporting Person Member has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
During the last five years, no Reporting Person Member has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.
Each Reporting Person Member is a citizen of the United States of
America.
The rules of the Exchange Act and the general instructions to Schedule
13D require certain disclosure in this Schedule 13D with respect to the
Reporting Person Members. Notwithstanding the foregoing, each Reporting Person
Member hereby expressly declares that neither the filing of this Schedule 13D
nor any of the information provided herein shall be construed as an admission by
any Reporting Person Member that it has formed a "group" for purposes of
Schedule 13(d) of the Exchange Act and the rules thereunder.
Item 3. Source and Amount of Funds or Other Consideration.
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Keefe beneficially owns 795,835 shares of Common Stock, or
approximately 9.6%, of the Issuer's outstanding Common Stock, as described under
Item 5 of this Schedule 13D. The source of funds consisted of assets from
accounts and other funds for which Keefe serves as investment adviser.
Item 4. Purpose of the Transaction.
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Keefe purchased the Shares based on its belief that the Shares, when
purchased, were undervalued and represented an attractive investment
opportunity. Depending upon overall market conditions, other investment
opportunities available to Keefe and the availability of Shares at prices that
would make the purchase of additional Shares desirable, Keefe may increase its
position in the Issuer through, among other things, the purchase of Shares on
the open market or in private transactions or otherwise, on such terms and at
such times as the Keefe may deem advisable in its sole discretion.
Keefe has no present plan or proposal that would relate to or result in
any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule
13D, except as set forth herein or such as would occur upon completion of any of
the actions discussed herein.
On November 28, 2005, Keefe sent a letter to the Board of Directors of
the Issuer regarding a request that the Board of Directors consider the
appointment or the nomination for election of Robert B. Goldstein to the
Issuer's Board of Directors not later than the Issuer's 2006 annual meeting of
stockholders and, if such request is denied, Keefe's reservation of its rights
to take any actions necessary to assure that the stockholders will have the
right to consider the candidacy of Mr. Goldstein, including directly nominating
him for director in accordance with the Company's established procedures and
engaging in a proxy campaign. A copy of this letter is attached as an exhibit to
this Schedule 13D.
Keefe intends to review its investment in the Issuer on a continuing
basis and continue to attempt to engage in discussions with management and the
Board of Directors of the Issuer concerning the business, operations, corporate
governance and future plans of the Issuer. Depending on various factors
including, without limitation, the Issuer's financial position and strategy, the
price levels of the Shares, conditions in the securities markets and general
economic and industry conditions, Keefe may in the future take such actions with
respect to their investment in the Issuer as they deem appropriate including,
without limitation, communicating privately or publicly with other stockholders,
the Issuer's Board of Directors or other persons, seeking Board representation,
making proposals to the Issuer concerning the capitalization and operations of
the Issuer, purchasing additional Shares or selling some or all of the Shares or
changing their intention with respect to any and all matters referred to in this
Item 4.
Item 5. Interest in Securities of the Issuer.
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(a) As of the date hereof, Keefe beneficially owns 795,835 shares of
Common Stock, or approximately 9.6% of the outstanding shares of Common Stock of
the Issuer.
(b) Keefe has sole voting and dispositive power with respect to
795,835 shares of Common Stock.
(c) Keefe has acquired 20,000 shares of Common Stock of the Issuer
in the market within the past 60 days as follows:
No. of Shares Purchase Price
Date of Purchase Purchased Per Share
---------------- --------- ---------
September 27, 2005 1,000 $11.50
September 28, 2005 700 $11.47
September 29, 2005 1,100 $11.49
October 10, 2005 4,200 $11.25
October 10, 2005 5,800 $11.25
October 11, 2005 100 $10.60
October 14, 2005 2,900 $10.56
October 14, 2005 4,200 $10.56
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
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Respect to Securities of the Issuer.
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None.
Item 7. Material To Be Filed As Exhibits.
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Exhibit 1. Letter dated November 28, 2005 from Keefe to the Issuer.
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
KEEFE MANAGERS, LLC
Date: November 29, 2005 By: /s/ JOHN J. LYONS
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John J. Lyons,
President
EXHIBIT 1
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[Keefe Managers Letterhead]
November 28, 2005
BY FACSIMILE AND FEDERAL EXPRESS
Board of Directors
c/o James V. Suskiewich, Chief Executive Officer/President
Federal Trust Corporation
312 West First Street
Suite 110
Sanford, Florida 32771
Re: Federal Trust Corporation Corporate Governance
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Dear Members of the Board of Directors:
I write to you on behalf of Keefe Managers, LLC which beneficially owns
approximately 9.6% of the outstanding common stock of Federal Trust Corporation
(the "Company"). As the Company's largest reported non-management stockholder,
our interests are perfectly aligned with the stockholders of the Company.
We have been a stockholder of the Company since February 2002. As we
have expressed to James V. Suskiewich on several occasions, we believe that the
composition and geographic location of the Company's banking operations position
it to provide significant but as yet unrealized capital appreciation to its
stockholders.
Consistent with the sweeping legislation enacted by Congress including
the Sarbanes-Oxley Act of 2002, we believe that proper corporate governance
procedures and practices and the level of management accountability that a board
of directors requires are highly relevant to share price and financial
performance. We believe that adding an additional experienced independent
director who has no prior relationship with management will enhance the
Company's efforts to create value for stockholders. Specifically, we are
recommending that the Company take steps to appoint or nominate for election
Robert B. Goldstein to the Company's Board of Directors as soon as possible, but
in any event not later than the Company's 2006 annual meeting of stockholders.
As I am sure you are already aware, Bob Goldstein is a seasoned bank
executive with more than 30 years of board and senior level leadership
experience with financial institutions and has a proven track record of bank
turnarounds and restructurings, combined with extensive experience in commercial
business development and commercial lending. Bob is currently Chairman of Bay
View Capital Corporation, where he previously served as President and Chief
Executive Officer, and a director of F.N.B. Corporation. Bob's experience
ideally suits him to work with and monitor your existing management team and
provide meaningful input regarding all aspects of potential strategic
initiatives that a growing financial institution might adopt, including raising
capital, resolving or disposing of off-strategy assets, building the commercial
customer portfolio, maintaining strong relationships with regulators, developing
exit strategies and substantially enhancing stockholder value. In short, we know
that Bob will be committed to the highest standards of corporate governance,
creating initiatives that will provide value to stockholders and providing
adequate oversight of management.
Although we believe the entire Board of Directors should be held
accountable to stockholders, we are seeking only a non-majority position on the
Board of Directors. As a significant stockholder, we firmly believe that adding
Bob Goldstein to the Company's Board of Directors will increase investor
confidence. In the event that the Company's Board of Directors does not take
steps to cause Bob Goldstein to become a director of the Company in a timely
manner, we reserve the right to take any actions necessary to assure that the
stockholders will have the right to consider his candidacy, including directly
nominating him in accordance with the Company's established procedures and
engaging in a proxy campaign.
Please note that we will be filing a required Schedule 13D to report
this correspondence. If there is any additional information concerning this
request or Bob Goldstein that you require, please do not hesitate to contact me.
Sincerely,
/s/ JOHN J. LYONS
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John J. Lyons
President