FEDERAL TRUST CORP
8-K, 1999-02-01
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


       Date of Report (date of earliest event reported): February 1, 1999



                            FEDERAL TRUST CORPORATION
             (Exact name of registrant as specified in its charter)
             ------------------------------------------------------


           Florida                      33-27139                 59-2935028
- ----------------------------     ----------------------     --------------------
(State or other jurisdiction     Commission File Number       (I.R.S. Employer
      of incorporation)                                      Identification No.)



                               1211 Orange Avenue
                  ---------------------------------------------
                           Winter Park, Florida 32789
                    (Address of principal executive offices)
                  Registrant's telephone number: (407) 645-1201



                                       1
<PAGE>


Item 5.  OTHER EVENTS

On February 1, 1999,  the Company  announced its results of  operations  for the
fourth quarter and the twelve months ended December 31, 1998 as follows:

Contacts:  James V. Suskiewich, President and CEO (407) 645-1201

           Aubrey H. Wright, SVP and CFO (407) 645-1201

For Immediate Release: February 1, 1999

           FEDERAL TRUST CORPORATION ANNOUNCES FOURTH QUARTER RESULTS
                              AND YEAR END EARNINGS

(Winter Park, FL) Federal Trust Corporation ("Company"),  the holding company of
Federal Trust Bank ("Bank"), reported earnings for the fourth quarter of 1998 of
$179,155  (unaudited) or $.04 per share (based on average shares  outstanding of
4,941,547) up from $140,978 or $.05 per share (based on 3,044,506 average shares
outstanding) a year ago.

For the year ended December 31, 1998, the Company earned $543,933 (unaudited) or
$.11 per share (based on average shares outstanding of 4,941,547)  compared with
$357,432  or $.15 per share for 1997  (based on average  shares  outstanding  of
2,455,125).  The improvement in earnings for 1998 was primarily  attributable to
the growth of the Company and the continued reduction in problem assets.

The Company's assets grew from $142,583,532 at December 31, 1997 to $174,509,656
at December 31, 1998, an increase of $31,926,124.

The Company is a unitary  savings and loan holding company based in Winter Park,
Florida.  The Company's  common stock is currently traded on the NASDAQ SmallCap
Market  System under the symbol  "FDTR".  At December 31, 1998,  the Company had
consolidated  assets of  $174,509,656  (unaudited) and  stockholders'  equity of
$13,232,709  (unaudited),  and the Company had 4,941,547  shares of common stock
outstanding.

When  used in this  document,  or in the  documents  incorporated  by  reference
herein,  the words  "anticipate",  "believe",  "estimate",  "may",  "intend" and
"expect" and similar expressions  identify  forward-looking  statements.  Actual
results,   performance  or  achievements  could  differ  materially  from  those
contemplated,  expressed or implied by the forward-looking  statements contained
herein. It should be recognized that the factors that could cause future results
to vary materially from current  expectations  include,  but are not limited to,
changes  in  interest  rates,   competition  by  other  financial  institutions,
legislation and regulatory changes,  and changes in the economy generally and in
business conditions in the market in which the Bank operates.

FEDERAL TRUST CORPORATION

Date:  February 1, 1999


                              FEDERAL TRUST CORPORATION
                              ------------------------------
                              (Registrant)


                              By: /s/ Aubrey H. Wright, Jr.
                                  --------------------------
                                      Aubrey H.  Wright, Jr.
                                      Chief Financial Officer and duly
                                      authorized Officer of the Registran


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