SCHEDULE 13D
Federal Trust Corporation
Common Stock
Cusip # NA5221
William R. Hough & Co,
100 Second Ave South, Suite #800
St. Petersburg, FL 33701
December 15, 1997
SCHEDULE 13D
CUSIP NO. NA5221
1. William R. Hough & Co.
59-2246010
2.
3.
4. PF
5.
6. Incorporated in Florida
7. 247,600
8. 247,641
9. 247,600
10. 247,641
11. 495,241
12. N/A
13. 9.9%
14. BD, CO
Item 1. Common Stock
Federal Trust Corporation
1211 Orange Avenue
Winter Park, Florida 32789
Item 2. Identity and Background
a.-c. William R. Hough & Co. is incorporated in the State of Florida
as a registered
broker/dealer. Its principal office is located at:
100 Second Avenue South, Suite 800
St. Petersburg, Florida 33701
d. No.
e. The Corporation in 1994 executed a consent order with the State of
Maryland for effecting a securities transaction with one account prior to the
firm's registration as a broker/dealer in that state. The firm is currently
registered in all fifty states. In 1993, the firm entered into a letter of
acceptance, waiver and consent with the NASDR for omitting one negotiated
underwriting from a regulatory filing (MSRB Form G-37). The firm corrected
the administrative error and paid a $500.00 fine.
f. U.S. Citizen
Item 3. Source and Amount of Funds or Other Consideration
The source of funds used in making the purchases of common stock
referenced herein were from the capital of William R. Hough & Co. and
WRH Mortgage, Inc.
Item 4. Purpose of Transaction
The purpose of the transactions was to acquire shares for investment
purposes. The reporting person has no plans or proposals which relate
to or would result in the following:
a. any acquisition or disposition of securities of the Issuer;
b. any extraordinary corporate transactions involving the Issuer or any of
its subsidiaries;
c. any sale or transfer of any material amount of assets of the Issuer or
any of its subsidiaries;
d. any change in the Board of Directors or management of the Issuer;
e. any material change in the present capitalization or dividend policy of
the Issuer;
f. any other material change in the Issuer's business or corporate
structure;
g. any changes in Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
h. causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
i. causing a class of equity securities of the Issuer to become eligible
for termination of registration; or
j. any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
a. The reporting person beneficially owns 495,241 (9.9%) of the common
stock of the Issuer, which represents 247,641 shares owned by WRH Mortgage,
Inc. and 247,600 shares owned by William R. Hough & Co.
b. The reporting person, under common ownership and control with WRH
Mortgage, Inc. has the shared power to vote or to direct the vote and the
shared power to dispose or to direct the disposition of the 247,641 shares owned
by WRH Mortgage, Inc. and has the sole power to vote or to direct the vote and
the shared power to dispose or direct the disposition of 247,600 shares owned by
William R. Hough & Co.
c. In the past sixty days, the reporting person has not purchased any
shares in the Issuer. WRH Mortgage, Inc. purchased 195,741 shares of common
stock of the Issuer on August 22, 1997 and 51,900 shares of the common stock of
the Issuer on October 24, 1997. William R. Hough & Co. purchased 100,000 shares
of common stock of the Issuer on August 22, 1997 and 147,600 shares of common
stock of the Issuer on October 24, 1997.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
None
Item 7. Material to be Filed as Exhibits
None
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
WILLIAM R. HOUGH & CO.
By: /s/
William R. Hough, Chairman
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