UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 5)
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)
November 14, 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).
Page 1 of 7
SCHEDULE 13D
----------------------- -------------------------
CUSIP No. 314012105 Page 2 of 7
----------------------- -------------------------
--------------------------------------------------------------------------------
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
517,782 shares
----------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES -0-
BENEFICIALLY ----------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 517,782 shares
REPORTING ----------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
517,782 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)
5.55%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IA, OO
--------------------------------------------------------------------------------
Page 2 of 7
----------------------- -------------------------
CUSIP No. 314012105 Page 3 of 7
----------------------- -------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(entities only)
Service Capital Partners, LP
I.R.S. I.D. No. 20-0205743
--------------------------------------------------------------------------------
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
Texas
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
----------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 318,168 shares
BENEFICIALLY ----------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH -0-
REPORTING ----------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 318,168 shares
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
318,168 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)
3.40%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
--------------------------------------------------------------------------------
Page 3 of 7
----------------------- -------------------------
CUSIP No. 314012105 Page 4 of 7
----------------------- -------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(entities only)
Service Capital Advisors, LLC
I.R.S. I.D. No. 20-0205782
--------------------------------------------------------------------------------
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
Texas
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
----------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 318,168 shares
BENEFICIALLY ----------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH -0-
REPORTING ----------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 318,168 shares
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
318,168 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)
3.40%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
--------------------------------------------------------------------------------
Page 4 of 7
----------------------- -------------------------
CUSIP No. 314012105 Page 5 of 7
----------------------- -------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(entities only)
Dory Wiley
I.R.S. I.D. No.
--------------------------------------------------------------------------------
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
U.S. Citizen
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
----------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 318,168 shares
BENEFICIALLY ----------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH -0-
REPORTING ----------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 318,168 shares
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
318,168 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)
3.40%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
Page 5 of 7
The following constitutes Amendment No. 5 ("Amendment No. 5") to the
Schedule 13D filed by Keefe Managers, LLC ("Keefe") with the Securities and
Exchange Commission (the "SEC") on November 30, 2005, as previously amended by
Amendment No. 1 filed by Keefe with the SEC on March 16, 2006, Amendment No. 2
filed by Keefe with the SEC on April 21, 2006, Amendment No. 3 filed by Keefe
with the SEC on June 13, 2006 ("Amendment No. 3") and Amendment No. 4 filed by
Keefe, Service Capital Partners, LP, Service Capital Advisors, LLC and Dory
Wiley on June 30, 2006.
Item 1. Security and Issuer.
------- --------------------
This statement relates to shares of the common stock, $.01 par value
per share ("Shares"), 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.
------- ---------------------------
Item 4 is hereby supplemented as follows:
As described more fully in Amendment No. 3, on June 12, 2006, Keefe
filed a complaint in the United States District Court for the Middle District of
Florida, Orlando Division (the "Court"), against the Issuer, James V.
Suskiewich, the Issuer's President, Chief Executive Officer and Chairman of its
Board of Directors, and Gregory E. Smith, the Issuer's Chief Financial Officer
in connection with certain controversies related to the Issuer's proxy
solicitation and election of directors at the Issuer's Annual Meeting of
Shareholders held on May 26, 2006.
On November 14, 2006, the Issuer, Keefe, Robert B. Goldstein, John J.
Lyons, James V. Suskiewich and Gregory E. Smith entered into a Settlement
Agreement (the "Settlement Agreement") in connection with the litigation.
Pursuant to the terms of the Settlement Agreement, the Issuer agreed to
reimburse Keefe $160,000 in costs associated with the dispute and to appoint a
qualified director to the Issuer's Board of Directors who is acceptable to Keefe
in exchange for Keefe's release from all claims and any litigation brought by it
in connection with the dispute. Keefe filed with the Court a Notice of
Settlement and Voluntary Dismissal with Prejudice on November 15, 2006. On
November 17, 2006, the Issuer announced that it had appointed Robert G. Cox as a
director of the Issuer.
Item 7. Material To Be Filed As Exhibits.
------- ---------------------------------
Exhibit 1. Settlement Agreement dated November 14, 2006 among
Keefe, John J. Lyons and Robert B. Goldstein, and the
Issuer, James V. Suskiewich and Gregory E. Smith
Page 6 of 7
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. 5 is true, complete and correct.
Date: November 22, 2006
KEEFE MANAGERS, LLC
By: /s/ JOHN J. LYONS
-----------------------------
John J. Lyons,
President
SERVICE CAPITAL PARTNERS, LP
Service Capital Advisors, LLC, its
general partner
By: /s/ DORY WILEY
-----------------------------
Dory Wiley, Managing Member
SERVICE CAPITAL ADVISORS, LLC
By: /s/ DORY WILEY
-----------------------------
Dory Wiley, Managing Member
/s/ DORY WILEY
---------------------------------
Dory Wiley
Page 7 of 7
Exhibit 1
---------
SETTLEMENT AGREEMENT
--------------------
THIS SETTLEMENT AGREEMENT is entered into this 14th of November 2006,
by Keefe Managers, LLC ("Keefe"), John J. Lyons ("Lyons") and Robert B.
Goldstein ("Goldstein"), and Federal Trust Corporation ("Federal Trust"), James
V. Suskiewich ("Suskiewich") and Gregory E. Smith ("Smith"), to settle all
controversies between them related to Federal Trust's proxy solicitation and
election of directors in connection with the Annual Meeting of Shareholders held
on or about May 26, 2006 (the "Disputed Proxy Solicitation"). The following
recitals are material components of this Settlement Agreement between the
parties:
RECITALS
--------
Federal Trust is a Florida corporation which is the holding company for
Federal Trust Bank, a federally-chartered savings bank; and
Suskiewich is the Chairman of the Board and Chief Executive Officer and
Smith is the Chief Financial Officer of Federal Trust; and
Keefe is a substantial shareholder of Federal Trust and Lyons is a
principal of Keefe; and
During the later part of 2005 and during 2006, Keefe and Lyons
disagreed with certain aspects of the manner in which Federal Trust has been
operated and managed, and have specifically criticized Suskiewich and Smith in
the discharge of their responsibilities as officers of Federal Trust and their
fiduciary duties in connection with the voting of shares held by the Employee
Stock Ownership Plan and the 401K Plan; and
Keefe initiated a proxy fight in an attempt to elect its candidate
Goldstein to the Board and to defeat the director candidates nominated by
Federal Trust; and
The disputed results of shareholder votes, as tabulated by the
inspector of elections, indicated that the director candidates nominated by
Federal Trust were elected and Keefe's candidate, Goldstein, was not added to
the Board; and
Keefe, Lyons, and Goldstein have disputed the manner in which the
Disputed Proxy Solicitation was conducted by Federal Trust, and challenged the
final vote; and
Keefe sued Federal Trust, Suskiewich, and Smith in Case No. 6:06 CV
796-ORL-22 DAB in the Federal District Court for the Middle District of Florida
(the "Litigation"), as reflected in the First Amended Complaint for Damages,
Preliminary and Permanent Injunctive Relief, and Demand for Jury Trial, dated
July 28, 2006 ("First Amended Complaint"), which is incorporated herein by this
reference; and
Federal Trust, Suskiewich, and Smith deny any wrongdoing in the
operation and management of Federal Trust, deny any breach of fiduciary duty,
and specifically deny any wrongdoing with respect to the manner in which the
Annual Meeting of Shareholders and the Disputed Proxy Solicitation were carried
out; and
The parties hereto, nevertheless, desire to resolve this controversy on
amicable terms.
For good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:
TERMS
The foregoing recitals are incorporated by reference and are material
in this Settlement Agreement.
1. Pursuant to Keefe's request that Robert G. Cox ("Cox") be considered
and appointed to the Federal Trust Board, the Board of Federal Trust having
interviewed Cox, performed its due diligence and background review of Cox, and
having determined that Cox meets all of the requisite qualifications to be
appointed to the Board, has offered Cox an appointment to the Board, which he
has accepted. Cox's appointment to the Board is contingent upon Keefe's
execution of this Settlement Agreement. Assuming Keefe executes this Settlement
Agreement, Cox will be in attendance at the November 28, 2006 Federal Trust
Board meeting.
2. In order to address Keefe's concerns that Cox, as a member of the
Federal Trust Board, but not of the Federal Trust Bank Board, may not be fully
informed as to the business direction of Federal Trust Bank or be able to voice
his concerns thereon, Federal Trust acknowledges that Cox (as well as all other
members of the Federal Trust Board) has the right to attend Federal Trust Bank's
Board meetings.
3. Federal Trust will pay Keefe $160,000.00 for the sums expended by
Keefe in connection with the Disputed Proxy Solicitation. The payment shall be
made to Keefe by wire transfer no later than five business days from the
effective date of this Settlement Agreement.
4. Keefe shall, within two business days of receiving payment of the
money referred to in paragraph 3 of this Settlement Agreement, voluntary dismiss
with prejudice the Litigation, and for good and valuable consideration,
including the dismissal of the Litigation and the appointment of Cox to Federal
Trust's Board of Directors, the parties to this Settlement Agreement remise,
release, acquit, satisfy, and forever discharge each other and their respective
directors, officers, employees and agents of and from all, and all manner of
action and actions, cause and causes of action, suits, debts, dues, sums of
money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments,
executions, claims and demands whatsoever, in law or in equity, which any party
ever had, now has, or which any personal representative, successor, heir or
assign of said party, hereafter can, shall or may have, against any other party
to this Settlement Agreement, for, upon or by reason of any matter, cause or
thing whatsoever that arises out of the factual allegations and/or issues
contained within the First Amended Complaint, from the beginning of the world to
the day of these presents.
5. Until the dismissal with prejudice is filed by Keefe, the Litigation
and discovery will be stayed. Counsel for the parties shall file all necessary
documents with the court in order to effectuate this intent. In the event that
the court refuses to enter a formal stay of the proceedings or to otherwise
extend the deadline for the filing of appropriate documents (particularly Rule
26 disclosures), the parties will take only those actions specifically required
by court rules and will refrain from filing any motions or initiating or
compelling any discovery activity.
6. Keefe, Lyons and Goldstein further acknowledge and agree that they
have not and will not file any complaint against Federal Trust, or its
directors, officers, employees and agents, including Suskiewich and Smith, with
the Securities and Exchange Commission or any other state or federal regulatory
or law enforcement agency as a result of the matters set forth in the First
Amended Complaint, or any matters that could have been raised in the First
Amended Complaint.
7. Keefe agrees to a standstill until October 1, 2007, during which
Keefe shall not increase its stock ownership in Federal Trust over 9.9% of the
total shares outstanding.
8. Keefe, Lyons and Goldstein agree not to raise in any future proxy
statement, directly or indirectly, any allegations of misfeasance, nonfeasance
or malfeasance that were asserted in Keefe's 2006 proxy materials. However,
nothing in this Settlement Agreement shall preclude Keefe, or any person or
party, from raising any issues or allegations related to actions or omissions
that occur after the effective date of this Settlement Agreement.
9. This Settlement Agreement is entered into in Seminole County,
Florida and any action to enforce its terms shall be brought in the Federal
District Court in the Middle District of Florida. The prevailing party in any
action to enforce the terms of this Settlement Agreement shall be entitled to
recover its reasonable attorneys' fees related to the enforcement of this
Settlement Agreement from the non-prevailing party. This Settlement Agreement
settles all claims by either party against the other, including all claims for
attorneys' fees and costs.
KEEFE MANAGERS, LLC FEDERAL TRUST CORPORATION
By: /s/ JOHN J. LYONS By: /s/ JAMES V. SUSKIEWICH
----------------------------- ----------------------------
Its: President Its: Chairman and CEO
/s/ JOHN J. LYONS /s/ JAMES V. SUSKIEWICH
----------------------------- ----------------------------
John J. Lyons James V. Susukiewich
/s/ ROBERT B. GOLDSTEIN /s/ GREGORY E. SMITH
----------------------------- ----------------------------
Robert B. Goldstein Gregory E. Smith