April 26, 2006
VIA U.S. MAIL AND FACSIMILE: (850) 878-1230
Igler Dougherty
George Igler, Esq.
Richard Pearlman, Esq.
2457 Care Drive
Tallahassee, FL 32308
(850) 878-2411
Re: Federal Trust Corporation
Preliminary Proxy Statement on Schedule 14A, filed April 21, 2006
File No. 001-31724
Dear Messrs. Igler and Pearlman:
We have reviewed your filings and have the following
comments. Where indicated, we think you should revise your document in
response to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect of our review. Feel free to call us at the telephone numbers
listed at the end of this letter.
General
1. We note that you filed your preliminary proxy statement on
EDGAR on April 21, 2006 using the header tag "PRE14A." As we discussed
today, the filing should have been made using the header tag
"PREC14A." We note that you sent a letter yesterday, April 25,
2006, to the SEC requesting that such header tag be changed. Please
note that we have been informed that you will get a "suspension" upon
making a test filing, as you described, but can call and get a
live filing "pushed through" that EDGAR response. Please advise us of
the status of the request once known.
2. We cannot locate your correspondence dated April 20, 2006 by
Jack Spidi, Esq. At Malizia Spidi & Fisch, PC on EDGAR. Please advise.
3. Revise the first page of the proxy statement and the form of
proxy to clearly mark them as "Preliminary Copies. " Refer to Rule
14a-6(e)(1).
Schedule 14A
General, page 1
4. Please revise your disclosure to explain how "Keefe Managers .
.. . have attempted to influence [y]our policies. . . ."
5. Please detail "Keefe`s primary complaint that it is
disappointed with Federal Trust`s performance and the make-up of [y]our
Board." We note that Keefe Managers has detailed the nature of its
concerns with specificity in its preliminary proxy materials. In this
respect, your disclosure should be balanced and include Keefe`s
points when making such statements like "[y]our Board of Directors
further sees no valid reason to remove or prohibit individuals who
have guided Federal Trust over the last 10 years from serving as
directors."
6. We note your statements that your board`s "primary goal is to
enhance the value of your investment in Federal Trust." Please
explain with specificity the steps the board intends to take to
accomplish the goal, providing more specific goals, if possible.
Further, we note your statement that it believes that it "can best
accomplish that without the interference of Keefe and its
nominee." Please state with specificity the basis for your characterization
of Keefe`s initiatives as "interference" and specifically, how such
initiatives would interfere with the details of your plan.
7. On page 2 you state that Keefe Managers has not provided you
with timely notice of the bylaw amendments and therefore the matter
will not be considered at the annual meeting. We note from Keefe
Managers Schedule 13D filing of April 21, 2006 that it has provided
notice of proposals to you, seemingly on that date. Please amend your
disclosure to describe the notice you did receive and why it is
untimely, if it is. Further, please describe your reaction to
Keefe Managers and any notice or communication you have had with the
group regarding its notice of proposals, the response of Keefe Managers,
and how you intend to proceed with respect to such proposals at
the meeting.
8. You refer to Keefe Managers` nominees as "hand-picked." You
must explain this characterization and provide balance. In this
respect we note that you don`t disclose how the candidates recently
appointed to the board by the board were selected.
9. On page two you characterize Keefe Managers` actions as
"hostile." Since every proxy contest is necessarily in opposition to
management, the use of the word "hostile" should be reconsidered as it
appears to insinuate inappropriate motives. State with specificity the basis
for your statement of belief that Keefe Managers` actions are
"unnecessary, disruptive, costly and may delay or impede [y]our
efforts to maximize value for all of [y]our shareholders."
Closing Comment
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to its disclosure, it is responsible for the accuracy and adequacy of
the disclosures it has made.
In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the Division
of Corporation Finance in our review of your filing or in response to
our comments on your filing.
As appropriate, please amend your filing. You may wish to
provide us with marked copies of the amendment to expedite our
review. Please furnish a cover letter, marked as correspondence
on EDGAR with your amendment that keys your responses to our comments
and provides any requested information. Detailed cover letters
greatly facilitate our review. Please understand that we may have
additional comments after reviewing your amendment and responses
to our comments.
Please contact me at (202) 551-3257 or by facsimile at (202) 772-9203
with any questions.
Very truly yours,
Celeste M. Murphy,
Special Counsel
Office of Mergers and Acquisitions