UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 4)
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)
June 26, 2006
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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 Page 2 of 11
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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) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
AF
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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
517,782 shares
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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-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
517,782 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)
5.55%
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14 TYPE OF REPORTING PERSON (See Instructions)
IA, OO
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CUSIP No. 314012105 Page 3 of 11
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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
AF
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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
Texas
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7 SOLE VOTING POWER
-0-
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NUMBER OF 8 SHARED VOTING POWER
SHARES 293,968 shares
BENEFICIALLY ----------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH -0-
REPORTING ----------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 293,968 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,968 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)
3.15%
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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CUSIP No. 314012105 Page 4 of 11
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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
AF
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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
Texas
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7 SOLE VOTING POWER
-0-
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NUMBER OF 8 SHARED VOTING POWER
SHARES 293,968 shares
BENEFICIALLY ----------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH -0-
REPORTING ----------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 293,968 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,968 shares
--------------------------------------------------------------------------------
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)
3.15%
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14 TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No. 314012105 Page 5 of 11
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1 NAME OF REPORTING PERSON/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(entities only)
Dory Wiley
I.R.S. I.D. No.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
AF
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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
U.S. Citizen
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7 SOLE VOTING POWER
-0-
----------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 293,968 shares
BENEFICIALLY ----------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH -0-
REPORTING ----------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 293,968 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,968 shares
--------------------------------------------------------------------------------
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)
3.15%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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The following constitutes Amendment No. 4 ("Amendment No. 4") to the
Schedule 13D filed by Keefe Managers, LLC 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 and Amendment No. 3 filed by Keefe with the
SEC on June 13, 2006. Service Capital Partners, LP, Service Capital Advisors,
LLC and Dory Wiley join in filing Amendment No. 4.
Item 1. Security and Issuer.
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This statement relates to shares of the common stock, $.01 par value
per share ("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 persons filing this Schedule 13D are Keefe
Managers, LLC ("Keefe"), Service Capital Partners, LP
("Capital Partners"), Service Capital Advisors, LLC ("Capital
Advisors") and Dory Wiley (together with Keefe, Capital
Partners and Capital Advisors, the "Reporting Persons").
(b) Keefe's business address is 375 Park Avenue, 23rd Floor, New
York, New York 10152. Capital Partners', Capital Advisors' and
Dory Wiley's business addresses are 1700 Pacific Avenue, Suite
2000, Dallas TX 75201.
(c) Keefe is a registered investment adviser under the Investment
Advisers Act of 1940. Capital Partners is a Texas limited
partnership and is the general partner of Service Equity
Partners, LP, a Texas limited partnership and private equity
fund that invests in securities. Capital Advisors is the
general partner of Capital Partners. Dory Wiley is the
principal of Capital Advisors.
(d) During the last five years, none of the Reporting Persons have
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, the Reporting Persons were 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.
Page 6 of 11
(f) Keefe is a Delaware limited liability company. Capital
Partners is a Texas limited partnership. Capital Advisors is a
Texas limited liability company. Dory Wiley is a United States
citizen.
Reporting Person Members
------------------------
There is no person that owns more than 20% of the equity interests of
Keefe. The following persons (each a "Reporting Person Member") serve as
Managers or Executive Officers of Keefe:
Name Position
---- --------
Frank J. Barkocy Member
Jeffrey M. Drucker Member and Manager
Thomas G. Jonovich Member
William M. Kearns, Jr. Member, Manager and Chairman
John J. Lyons Member, Manager and President
Thomas G. Rudkin Member and Manager
William D. Gross Manager
Dory Wiley also serves as Vice Chairman of Keefe. The principal
business address for the persons listed in the table above is 375 Park Avenue,
23rd Floor, New York, New York 10152.
The sole general partner of Capital Partners is Capital Advisors. There
is no person or entity that owns more than 25% of the equity interests of
Capital Advisors. Dory Wiley is the principal of Capital Advisors.
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
Page 7 of 11
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 517,782 shares of Common Stock, or
approximately 5.55% 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.
Capital Partners, Capital Advisors and Dory Wiley are each the
beneficial owners of 293,968 shares of Common Stock, or approximately 3.15% of
the Issuer's outstanding Common Stock, as described under Item 5 of this
Schedule 13D. The source of funds was Service Equity Partners, LP, a Texas
limited partnership and private equity fund that invests in securities.
Item 5. Interest in Securities of the Issuer.
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(a) As of the date hereof, Keefe beneficially owns 517,782 shares
of Common Stock, or approximately 5.55% of the outstanding shares of Common
Stock of the Issuer. As of the date hereof, Capital Partners, Capital Advisors
and Dory Wiley together beneficially own 293,968 shares of Common Stock, or
approximately 3.15% of the outstanding shares of Common Stock of the Issuer. The
ownership percentages above are based upon 9,332,320 shares of Common Stock
outstanding, which is the total number of shares of Common Stock outstanding as
reported in the Issuer's definitive proxy statement for the Issuer's Annual
Meeting held on May 26, 2006, as adjusted by the estimated number of additional
shares issued by the Issuer pursuant to a 2% Common Stock dividend paid on or
about June 12, 2006.
(b) Keefe has sole voting and dispositive power with respect to
517,782 shares of Common Stock. Capital Partners, Capital Advisors and Dory
Wiley have sole voting and dispositive power with respect to 293,968 shares of
Common Stock. As principal of Capital Advisors, Dory Wiley may direct the vote
and disposition of the 293,968 shares of Common Stock beneficially owned by
Capital Partners and Capital Advisors.
The filing of this Schedule 13D shall not be construed as an admission
that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g)
of the Exchange Act, the beneficial owner of any of the 293,968 shares of Common
Stock beneficially owned by Capital Partners, Capital Advisors and Dory Wiley.
Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such
beneficial ownership.
(c) The following is a list of all transactions in the Issuer's
Shares during the past sixty days by the Reporting Persons. The transaction
listed below was effected through a broker.
Page 8 of 11
Name of Type of Date of Number Price
Reporting Person Transaction Transaction of Shares Per Share
------------------ ------------- ------------- ------------ ----------
Capital Partners Purchase 6/26/2006 293,968 $10.22
Keefe* Sale 6/26/2006 293,968 $10.22
* The shares purchased by Capital Partners on June 26, 2006 were
purchased on account of Service Equity Partners, LP, a Texas limited
partnership. The shares were sold by an account for which Keefe serves as
investment advisor and, accordingly, were beneficially owned by Keefe.
(d) No person other than the Reporting Persons is known to have
the right to receive, or the power to direct the receipt of dividends from, or
proceeds from the sale of, such Shares.
(e) Not applicable.
Item 7. Material To Be Filed As Exhibits.
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1. Joint Filing Agreement.
Page 9 of 11
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. 4 is true, complete and correct.
Date: June 30, 2006
KEEFE MANAGERS, LLC
By: /s/ JOHN J. LYONS
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John J. Lyons,
President
SERVICE CAPITAL PARTNERS, LP
Service Capital Advisors, LLC,
its general partner
By: /s/ DORY WILEY
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Dory Wiley, Managing Member
SERVICE CAPITAL ADVISORS, LLC
By: /s/ DORY WILEY
-------------------------------------
Dory Wiley, Managing Member
/s/ DORY WILEY
-----------------------------------------
Dory Wiley
Page 10 of 11
EXHIBIT 1
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JOINT FILING AGREEMENT
----------------------
The undersigned, the Reporting Persons named in this Amendment No. 4 to
Schedule 13D (the "Schedule 13D"), hereby agree that the Schedule 13D is filed
on behalf of each of them and that each Reporting Person is responsible for the
timely filing of any amendments to the Schedule 13D. Each Reporting Person
further agrees that each of them is responsible for the completeness and
accuracy of the information concerning such Reporting Person, respectively,
contained in the Schedule 13D and that each of them is not responsible for the
completeness or accuracy of the information concerning the other Reporting
Persons.
IN WITNESS WHEREOF, the undersigned have executed this Joint Filing
Agreement as of the 30th day of June, 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 11 of 11