UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Federal Trust Corporation
-------------------------
(Name of Issuer)
Common stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
314012105
--------------
(CUSIP Number)
Frederick W. Dreher, Esquire
Duane Morris LLP
30 South 17th Street
Philadelphia, PA 19103; telephone: 215-979-1234
-------------------------------------------------
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 12, 2006 and April 21, 2006
-------------------------------------------------------
(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
-----------------------------------
CUSIP No. 314012105
-----------------------------------
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
AF
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
N/A
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
795,835 shares
----------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES -0-
BENEFICIALLY ----------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 795,835 shares
REPORTING ----------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
795,835 shares
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
N/A
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IA, CO
--------------------------------------------------------------------------------
2
The following constitutes Amendment No. 2 to the Schedule 13D filed by
Keefe Managers, LLC ("Keefe") with the Securities and Exchange Commission (the
"SEC") on November 30, 2005 (the "Original Filing"), as previously amended by
Amendment No. 1 filed by Keefe with the SEC on March 16, 2006 ("Amendment No.
1").
Item 1. Security and Issuer.
------ -------------------
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 4. Purpose of the Transaction.
------ --------------------------
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
shareholders (the "Annual Meeting") and, if such request was denied, Keefe's
reservation of its rights to take any actions necessary to assure that the
shareholders would have the right to consider the candidacy of Mr. Goldstein,
including directly nominating him for director in accordance with the Issuer's
established procedures and engaging in a proxy campaign. A copy of this letter
was attached as an exhibit to the Original Filing.
On March 16, 2006, Keefe sent a letter to the Board of Directors of the
Issuer regarding a request that the Board of Directors again consider the
nomination for election of Robert B. Goldstein to the Issuer's Board of
Directors at the Annual Meeting and, if such request is denied, Keefe's
intention to nominate him for director in accordance with the Issuer's
established procedures, which might result in Keefe engaging in a proxy
campaign. A copy of this letter was attached as an exhibit to Amendment No. 1.
3
On April 12, 2006, Keefe filed a preliminary proxy statement with the
SEC relating to the solicitation of proxies in connection with the Annual
Meeting, in which Keefe seeks support from the Issuer's shareholders (i) to
elect Robert B. Goldstein to the Issuer's board of directors and (ii) to approve
an amendment to the Issuer's Amended and Restated Bylaws (the "Bylaw Amendment")
that would prohibit any person who has been the subject of a cease and desist
order issued by any federal bank regulatory agency or who has paid or been
subject to a civil money penalty imposed by a federal bank regulatory agency for
personal or professional conduct involving a banking institution insured by the
Federal Deposit Insurance Corporation from being elected as a director of the
Issuer. Keefe intends to solicit proxies from shareholders of the Issuer in
favor of these proposals.
Keefe caused formal notices dated April 21, 2006 to be delivered to the
Issuer (the "Notices") for the purposes of nominating Mr. Goldstein for election
as a director of the Issuer at the Annual Meeting and proposing that the
shareholders of the Issuer consider the Bylaw Amendment at the Annual Meeting. A
copy of the Notices are attached hereto as Exhibit 1 and 2 and incorporated
herein by reference.
Keefe intends to review its investment in the Issuer on a continuing
basis and may 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
its investment in the Issuer as it deems appropriate including, without
limitation, communicating privately or publicly with other shareholders, the
Issuer's Board of Directors or other persons, seeking additional 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 its intention with respect to any and all matters
referred to in this Item 4.
Item 7. Material To Be Filed As Exhibits.
------ --------------------------------
Exhibit 1. Notice dated April 21, 2006 to the Issuer for the purpose of
nominating Mr. Goldstein for election as a director of the Issuer at the Annual
Meeting.
Exhibit 2. Notice dated April 21, 2006 to the Issuer for the purpose of
proposing that the shareholders of the Issuer consider the Bylaw Amendment at
the Annual Meeting.
4
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
Amendment No. 2 is true, complete and correct.
KEEFE MANAGERS, LLC
Date: April 21, 2006 By: /s/ JOHN J. LYONS
-------------------------------------
John J. Lyons,
President
5
EXHIBIT 1
---------
Cede & Co.
c/o The Depository Trust Company
55 Water Street, 50th Floor
New York, New York 10041
April 21, 2006
VIA FACSIMILE AND FEDEX
Federal Trust Corporation
312 West First Street
Suite 110
Sanford, Florida 32771-1270
Attention: Secretary
Re: Notice of Nomination of Robert B. Goldstein for Election as
Director of Federal Trust Corporation ("Federal Trust") at
Federal Trust's 2006 Annual Meeting of Shareholders
Ladies and Gentlemen:
Cede & Co. ("Cede & Co."), the nominee of The Depository Trust Company,
is a holder of record of shares of common stock (the "Common Stock") of Federal
Trust. Cede & Co. has been informed by its Participant, Goldman, Sachs & Co.
("Participant"), that on the date hereof 442,430 shares of Federal Trust's
common stock (the "Shares") credited to Participant's Depository Trust Company
account are beneficially owned by Keefe-Rainbow Partners L.P., acting through
Keefe Managers, LLC (together with Keefe-Rainbow Partners L.P., "Keefe"), which
are customers of Participant.
At the request of Participant, on behalf of Keefe and in accordance
with the provisions of Article I, Section 7(b) of the Amended and Restated
Bylaws of Federal Trust (the "Bylaws"), as filed with the Securities and
Exchange Commission, Cede & Co., as holder of record of the above-referenced
Shares hereby provides the following notice of nomination to Federal Trust.
Cede & Co., at the request of Participant on behalf of Keefe as
beneficial owner, hereby nominates Robert B. Goldstein for election as a Class I
director of Federal Trust at Federal Trust's 2006 Annual Meeting of
Shareholders, including any adjournment, postponement or continuation thereof
(the "Annual Meeting").
Cede & Co. has been informed that Keefe reserves the right to nominate
a substitute person for election as a director in the event that Mr. Goldstein
Federal Trust Corporation
April 21, 2006
Page 2
is unable or unwilling to serve as a director or Federal Trust makes or
announces any change to its Bylaws or takes or announces any other actions that
are designed to, or have the effect of, disqualifying Mr. Goldstein.
Cede & Co. has been informed that Keefe's interest in the election of
Mr. Goldstein by the shareholders of Federal Trust is derived from its ownership
of the Shares.
Certain additional information required by the Bylaws is included in
Annex A to this notice of nomination. Pursuant to the Bylaws, the written
consent of Mr. Goldstein to being named in the proxy statement as a nominee and
to serve as a director of Federal Trust if elected is included as Annex B to
this notice of nomination.
While Cede & Co. has provided this notice of nomination in its capacity
as shareholder of record of the Shares, it does so only at the request of
Participant, and only as a nominal party for the true party in interest, Keefe.
Cede & Co. has no interest in this matter other than to take those steps which
are necessary to ensure that Keefe is afforded its rights as the beneficial
owner of the Shares, and Cede & Co. assumes no further responsibility in this
matter.
While the Participant has requested Cede & Co. to provide this notice
in its capacity as nominee shareholder of the Shares on DTCC's books, it does so
only at the request of, and as a nominal party for the true party in interest,
Keefe. The Participant has no interest in this matter other than to take those
steps which are necessary to ensure that Keefe is afforded its rights as the
beneficial owner of the Shares.
Cede & Co. has been informed that this notice of nomination fully
complies with the applicable provisions of the Bylaws. Any claim that this
notice of nomination is in any way defective or deficient, and all further
correspondence on this matter, should be addressed to John J. Lyons, c/o Keefe
Managers, LLC, 375 Park Avenue, 23rd Floor, New York, New York 10152 (telephone
212-754-2000; facsimile 212-754-5806) with copies to Frederick W. Dreher,
Esquire and Richard L. Cohen, Esquire, Duane Morris LLP, 30 South 17th Street,
Philadelphia, PA 19103 (telephone 215-979-1000; facsimile 215-979-1213), so that
there is adequate opportunity to address such claim in a timely fashion. The
giving of this notice of nomination is not an admission that the procedures set
forth in the Bylaws are legal, valid or binding, and at the request of
Participant and on behalf of Keefe, the undersigned reserves all rights to
challenge their validity and to assert a claim for any damages or costs
Participant or Keefe may sustain or incur, including attorneys' fees, in the
event of any dispute concerning the validity of this notice of nomination or the
Bylaws.
Federal Trust Corporation
April 21, 2006
Page 3
This letter has been signed by the record owner of the Shares and by
the beneficial owner of the Shares.
The Annexes are hereby incorporated into and made a part of this notice
of nomination. Accordingly, all matters disclosed in any part of this notice of
nomination, including the Annexes, should be deemed disclosed for all purposes
of this notice of nomination. All upper case terms appearing in the Annexes that
are not defined in such Annexes shall have the same meanings as the definition
of such terms in this notice of nomination.
Very truly yours,
CEDE & CO.
By: /s/ ALAN HUTTON
------------------------------------
Name: Alan Hutton
Title: Partner
Federal Trust Corporation
April 21, 2006
Page 4
[Beneficial Holder's Signature Page]
Very truly yours,
KEEFE-RAINBOW PARTNERS L.P.
By: Keefe Managers, LLC
/s/ JOHN J. LYONS
-------------------------------------
John J. Lyons, President
ANNEX A
Certain information required pursuant to Article I, Section 7(b) of the
Bylaws is set forth in this Annex A.
Information Regarding Record Owner and Beneficial Owner
(i) The names and addresses of the record and beneficial
shareholders who are nominating Mr. Goldstein are as follows:
Cede & Co.
c/o The Depository Trust Company
55 Water Street, 50th Floor
New York, New York 10041
Keefe-Rainbow Partners L.P.
c/o Keefe Managers, LLC
375 Park Avenue, 23rd Floor
New York, New York 10152
Keefe Managers, LLC, by virtue of the investment advisory services that
it provides for certain entities, is deemed to be the beneficial owner, as that
term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, of
795,835 shares of Federal Trust's common stock, including the Shares. Keefe
Managers, LLC's address is 375 Park Avenue, 23rd Floor, New York, New York
10152.
Information Regarding Nominee
(A) Name of Nominee: Robert B. Goldstein
Age of Nominee: 65
Business address of Nominee: 49 Turkey Hill Road South, Westport, CT
06860
Residence address of Nominee: 49 Turkey Hill Road South, Westport, CT
06860
(B) Principal occupation or employment of Nominee: See (D)(ii) below.
(C) Number of shares of Federal Trust's common stock that are owned
beneficially or of record by Mr. Goldstein: 800 shares directly, which
were purchased on April 7, 2006.
(D) Other Information relating to the Nominee:
(i) Mr. Goldstein has no position or office with Federal Trust
and, except for agreeing to be nominated as a director of Federal Trust and to
serve if elected, has no arrangement or understanding with any other person
pursuant to which he was selected to be a nominee. Neither Mr. Goldstein nor any
of his associates have any arrangement or understanding with any person with
respect to (A) any future employment by Federal Trust or its affiliates or (B)
any future transactions to which Federal Trust or any of its affiliates will or
may be a party.
(ii) Mr. Goldstein has served as Chairman of Bay View Capital
Corporation ("BVCC"), a financial services company, since October 2002. Mr.
Goldstein joined BVCC in March 2001 as President, Chief Executive Officer and a
director. In October 2002, he resigned as President and in December 2002, he
resigned as Chief Executive Officer. Prior to joining BVCC, Mr. Goldstein served
as President of the Jefferson Division of Hudson United Bank, a banking
institution, in Philadelphia from 2000 to 2001, when Hudson United Bancorp
acquired Jeff Banks Inc., and was President of Jeff Banks Inc., a banking
institution, from 1998 to 2000. Prior to these positions, Mr. Goldstein held
several President and Chief Executive Officer positions with banks in
Pennsylvania and Connecticut. Mr. Goldstein currently also serves on the boards
of directors of F.N.B. Corporation, Hermitage, Pennsylvania, a diversified
financial services company; Luminent Mortgage Capital, Inc., San Francisco,
California, a real estate investment trust, and RS Group Holdings, Inc., a
privately owned trust services company in New York City, New York.
None of the entities referred to under this item (D)(ii) with which Mr.
Goldstein has been involved during the past five years is a parent, subsidiary
or other affiliate of Federal Trust.
(iii) Mr. Goldstein has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the past ten
years.
(iv) Mr. Goldstein was not within the past year, a party to any
contract, arrangement or understanding with any person with respect to any
securities of Federal Trust, including, but not limited to, joint ventures, loan
or option arrangements, puts or calls, guarantees against loss or guarantees of
profit, division of losses or profits or the giving or withholding of proxies.
ANNEX B
The written consent of Robert B. Goldstein to being named in the proxy
statement as a nominee for election as a director of Federal Trust and to serve
as a director if elected is attached to this Annex B. If Federal Trust requests
an original signed statement of consent, Keefe will provide it.
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee for
election as a director of Federal Trust Corporation ("Federal Trust"), in the
proxy statement to be filed with the Securities and Exchange Commission and
distributed to the shareholders of Federal Trust by Keefe Managers, LLC
("Keefe") and in other materials in connection with the solicitation of proxies
by Keefe from shareholders of Federal Trust to be voted at the 2006 annual
meeting of shareholders of Federal Trust and any adjournment or postponement
thereof, and further consents to serve as a director of Federal Trust, if
elected.
Dated: April 12, 2006
Sincerely,
/s/ ROBERT B. GOLDSTEIN
-----------------------------------------
Robert B. Goldstein
EXHIBIT 2
---------
Cede & Co.
c/o The Depository Trust Company
55 Water Street, 50th Floor
New York, New York 10041
April 21, 2006
VIA FACSIMILE AND FEDEX
Federal Trust Corporation
312 West First Street
Suite 110
Sanford, Florida 32771-1270
Attention: Secretary
Re: Notice of Proposed Amendment to Amended and Restated Bylaws of
Federal Trust Corporation ("Federal Trust")
Ladies and Gentlemen:
Cede & Co. ("Cede & Co."), the nominee of The Depository Trust Company,
is a holder of record of shares of common stock (the "Common Stock"), of Federal
Trust. Cede & Co. has been informed by its Participant, Goldman, Sachs & Co.
("Participant"), that on the date hereof 442,430 shares of Federal Trust's
common stock (the "Shares") credited to Participant's Depository Trust Company
account are beneficially owned by Keefe-Rainbow Partners L.P., acting through
Keefe Managers, LLC (together with Keefe-Rainbow Partners L.P., "Keefe"), which
are customers of Participant.
At the request of Participant, on behalf of Keefe and in accordance
with the provisions of Article I, Section 7(a) of the Amended and Restated
Bylaws of Federal Trust (the "Bylaws"), as filed with the Securities and
Exchange Commission, Cede & Co., as holder of record of the above-referenced
Shares hereby provides the following notice to Federal Trust.
Cede & Co., at the request of Participant on behalf of Keefe as
beneficial owner, hereby proposes that the adoption of a new Article I, Section
7(c) to the Bylaws be brought before the shareholders of Federal Trust at
Federal Trust's 2006 Annual Meeting of Shareholders (the "Annual Meeting"). The
complete text of new Article I, Section 7(c), of the Bylaws, as proposed to be
adopted, reads in its entirety as follows:
Federal Trust Corporation
April 21, 2006
Page 2
"(c) No person who has been the subject of a cease and desist order
issued by a federal agency primarily responsible for regulation of financial
institutions or who has paid or been subject to a civil money penalty imposed by
a federal agency primarily responsible for regulation of financial institutions
for personal or professional conduct involving a banking institution insured by
the Federal Deposit Insurance Corporation shall be eligible for election as a
director of the Corporation."
Cede & Co. has been informed that Keefe believes that this amendment is
important for corporate governance purposes to assure that only the most
appropriate candidates for director are considered by Federal Trust's
shareholders.
Cede & Co. has been informed that Keefe's interest in the proposed
amendment is derived from its ownership of the Shares.
Certain additional information required by the Bylaws is included in
Annex A to this notice.
While Cede & Co. has provided this notice in its capacity as
shareholder of record of the Shares, it does so only at the request of
Participant, and only as a nominal party for the true party in interest, Keefe.
Cede & Co. has no interest in this matter other than to take those steps which
are necessary to ensure that Keefe is afforded its rights as the beneficial
owner of the Shares, and Cede & Co. assumes no further responsibility in this
matter.
While the Participant has requested Cede & Co. to provide this notice
in its capacity as nominee shareholder of the Shares on DTCC's books, it does so
only at the request of, and as a nominal party for the true party in interest,
Keefe. The Participant has no interest in this matter other than to take those
steps which are necessary to ensure that Keefe is afforded its rights as the
beneficial owner of the Shares.
Cede & Co. has been informed that this notice fully complies with the
applicable provisions of the Bylaws. Any claim that this notice is in any way
defective or deficient, and all further correspondence on this matter, should be
addressed to John J. Lyons, c/o Keefe Managers, LLC, 375 Park Avenue, 23rd
Floor, New York, New York 10152 (telephone 212-754-2000; facsimile 212-754-5806)
with copies to Frederick W. Dreher, Esquire and Richard L. Cohen, Esquire, Duane
Morris LLP, 30 South 17th Street, Philadelphia, PA 19103 (telephone
215-979-1000; facsimile 215-979-1213), so that there is adequate opportunity to
Federal Trust Corporation
April 21, 2006
Page 3
address such claim in a timely fashion. The giving of this notice is not an
admission that the procedures set forth in the Bylaws are legal, valid or
binding, and at the request of Participant and on behalf of Keefe, the
undersigned reserves all rights to challenge their validity and to assert a
claim for any damages or costs Participant or Keefe may sustain or incur,
including attorneys' fees, in the event of any dispute concerning the validity
of this notice or the Bylaws.
This letter has been signed by the record owner of the Shares and by
the beneficial owner of the Shares.
Annex A is hereby incorporated into and made a part of this notice.
Accordingly, all matters disclosed in any part of this notice, including the
Annex, should be deemed disclosed for all purposes of this notice. All upper
case terms appearing in the Annex that are not defined in such Annex shall have
the same meanings as the definition of such terms in this notice.
Very truly yours,
CEDE & CO.
By: /s/ ALAN HUTTON
------------------------------------
Name: Alan Hutton
Title: Partner
Federal Trust Corporation
April 21, 2006
Page 4
[Beneficial Holder's Signature Page]
Very truly yours,
KEEFE-RAINBOW PARTNERS L.P.
By: Keefe Managers, LLC
/s/ JOHN J. LYONS
-------------------------------------
John J. Lyons, President
ANNEX A
Certain information required pursuant to Article I, Section 7(a) of the
Bylaws is set forth in this Annex A.
Information Regarding Record Owner and Beneficial Owner
(i) The names and addresses of the record and beneficial
shareholders who are proposing the amendment to the Bylaws are as follows:
Cede & Co.
c/o The Depository Trust Company
55 Water Street, 50th Floor
New York, New York 10041
Keefe-Rainbow Partners L.P.
c/o Keefe Managers, LLC
375 Park Avenue, 23rd Floor
New York, New York 10152
Keefe Managers, LLC, by virtue of the investment advisory services that
it provides for certain entities, is deemed to be the beneficial owner, as that
term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, of
795,835 shares of Federal Trust's common stock, including the Shares. Keefe
Managers, LLC's address is 375 Park Avenue, 23rd Floor, New York, New York
10152.