<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Republic Bancshares, Inc.
-------------------------------------------------------
(Name of Issuer)
Common Stock, $2.00 par value
-------------------------------------------------------
(Title of Class of Securities)
759929102000
-------------------------------------------------------
(CUSIP Number)
Jacques K. Meguire, Esq.
Sonnenschein Nath & Rosenthal
8000 Sears Tower
Chicago, Illinois 60606
(312) 876-8000
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
-------------------------------------------------------
September 22, 1999
-------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
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 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
(Continued on following page)
Page 1 of 9 Pages Exhibit Index at page N/A
<PAGE> 2
CUSIP NO. 759929102000 Page 2 of 9 pages
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON........................................ George P. Bauer
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*................................................ PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e).................................. [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION............................ U.S.
NUMBER OF 7 SOLE VOTING POWER...................... 279,700
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER.................... -0-
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER................. 279,700
WITH
10 SHARED DISPOSITIVE POWER............... -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON.......................................... 279,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).............. 2.7%
14 TYPE OF REPORTING PERSON*....................................... IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 759929102000 Page 3 of 9 pages
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON........................................ Harrison I. Steans
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*................................................ PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e).................................. [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION............................ U.S.
NUMBER OF 7 SOLE VOTING POWER..................... 356,444
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER................... -0-
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER................ 356,444
WITH
10 SHARED DISPOSITIVE POWER.............. -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON.......................................... 356,444
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).............. 3.4%
14 TYPE OF REPORTING PERSON*....................................... IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
CUSIP NO. 759929102000 Page 4 of 9 pages
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to the Common Stock, par value
$2.00 per share ("Common Stock"), of the Republic Bancshares, Inc., a Florida
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 111 2nd Avenue N.E., St. Petersburg, Florida 33701.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed jointly on behalf of George Bauer
("Mr. Bauer") and Harrison I. Steans ("Mr. Steans" and together with Mr. Bauer,
the "Filing Persons"). The Filing Persons are both U.S. citizens.
Mr. Bauer is the President and Chief Executive Officer of the G.P.B.
Group, Ltd., a privately-held investment banking and consulting firm. The
business address of Mr. Bauer and G.P.B. Group, Ltd. is 128 Dunning Road, New
Canaan, Connecticut 06840.
Mr. Steans is Chairman of the Board of Financial Investments Corp., a
private equity investment firm specializing in real estate and financial
services. The business address of Mr. Steans and Financial Investments Corp. is
405 N. Wabash Avenue, River Plaza 2 East, Chicago, Illinois 60611.
During the last five years, none of the Filing Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
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.
The Filing Persons intend to consult with each other from time to time
and exchange information concerning the Issuer, their respective investments in
Common Stock and their discussion with management, directors and other security
holders of the Issuer. Accordingly, the Filing Persons may be deemed to
constitute a "group" for purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934 (the "Exchange Act"). The Filing Persons expressly disclaim that
they have agreed to act as a group other than as specifically described in this
Statement.
Information with respect to each of the Filing Persons is given solely
by such Filing Person, and no Filing Person assumes responsibility for the
accuracy or completeness of information given by another Filing Person. By their
signatures on this Statement, each of the Filing Persons agrees that this
Statement is filed on behalf of such Filing Person.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Bauer has acquired 279,700 shares of Common Stock in open market
transactions and utilized personal funds in the aggregate amount of $4,162,387
for such acquisitions.
<PAGE> 5
CUSIP NO. 759929102000 Page 5 of 9 pages
Mr. Steans has acquired 312,000 shares of Common Stock in open market
transactions. He has also acquired $800,000 principal amount of the Issuer's 7%
Convertible Subordinated Debentures Due 2014 (the "Convertible Debentures") in a
private offering by the Issuer. Mr. Steans utilized personal funds in the
aggregate amount of $5,493,712 for such acquisitions.
ITEM 4. PURPOSE OF TRANSACTION.
Each of the Filing Persons acquired and continues to hold the
shares of Common Stock reported herein for investment purposes. Each Filing
Person expects to continuously review his investment in the Issuer and,
depending on market conditions and other factors that he may deem material to
his investment decision, may at any time or from time to time:
- subject to all required regulatory approvals, acquire from time
to time on the open market, in privately-negotiated transactions,
or directly from the Issuer additional shares of Common Stock or
other securities convertible into or exercisable or exchangeable
for Common Stock,
- sell or otherwise dispose of from time to time all or part of
the Common Stock or such other securities he owns or may
subsequently acquire, or
- change his investment intent.
In addition, each Filing Person may discuss with the Issuer's management,
directors and other shareholders (including any other Filing Person) the
Issuer's performance, business, strategic direction, prospects and management,
as well as various ways of maximizing stockholder value. In the event of a
material change in the present plans or intentions of the Filing Persons, the
Filing Persons will amend this Schedule 13D to reflect such change.
Except as disclosed above, the Filing Persons do not have any plans or
proposals which relate to or would result in any of the matters set forth in
clauses (a) through (j) of Item 4 to Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of the close of business on September 29, 1999, Mr. Bauer
beneficially owned an aggregate of 279,700 shares of Common Stock. Such
beneficial ownership represents approximately 2.7% of the shares of the
outstanding Common Stock.
As of the close of business on September 29, 1999, Mr. Steans
beneficially owned an aggregate of 356,444 shares of Common Stock, consisting of
312,000 shares of outstanding Common Stock and 44,444 shares of Common Stock
(the "Conversion Shares") that would be issuable upon a conversion of the
Convertible Debentures at their conversion price of $18.00 per share. Such
ownership represents approximately 3.4% of the outstanding Common Stock.
The filing of this Schedule 13D shall not be construed as an admission
that any Filing Person is, for the purposes of Section 13(d) or 13(g) of the
Exchange Act, or for any other
<PAGE> 6
CUSIP NO. 759929102000 Page 6 of 9 pages
purpose, the beneficial owner of any securities other than the securities stated
herein to be beneficially owned by such Filing Person. Each Filing Person
expressly disclaims beneficial ownership of any shares of Common Stock other
than as attributed to such Filing Person in this Item 5, including any shares of
Common Stock beneficially owned by any other Filing Person or party. Each Filing
Person further disclaims the existence of a group. However, if the Filing
Persons were considered to constitute a "group" for purposes of Section 13(d)(3)
of the Exchange Act, each Filing Person would be considered to be the beneficial
owner of an aggregate of 636,144 shares of Common Stock. Such ownership would
represent approximately 6.0% of the outstanding Common Stock.
The ownership percentages in this Schedule 13D are based upon (i) the
10,502,981 shares of Common Stock reported to be outstanding as of July 26, 1999
in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1999 and (ii) in the case of Mr. Steans, the 44,000 Conversion Shares (which, as
required by the rules of the Securities and Exchange Commission, are considered
to be outstanding for purposes of computing his beneficial ownership
percentage).
<TABLE>
<CAPTION>
-----------------------------------------------------
GEORGE P. BAUER
-----------------------------------------------------
TRADE SHARES PRICE PER
DATE PURCHASED SHARE
------------------ ----------------- ----------------
<S> <C> <C>
9-22-99 5,600 14.63
------------------ ----------------- ----------------
9-21-99 15,000 14.75
------------------ ----------------- ----------------
9-21-99 6,000 14.63
------------------ ----------------- ----------------
8-17-99 900 15.94
------------------ ----------------- ----------------
8-17-99 21,000 16.00
------------------ ----------------- ----------------
8-16-99 15,000 16.00
------------------ ----------------- ----------------
8-13-99 1,400 16.00
------------------ ----------------- ----------------
8-12-99 12,000 16.00
------------------ ----------------- ----------------
8-11-99 8,000 16.00
------------------ ----------------- ----------------
8-10-99 6,000 16.00
------------------ ----------------- ----------------
8-9-99 10,000 15.94
------------------ ----------------- ----------------
8-6-99 2,800 16.13
------------------ ----------------- ----------------
8-5-99 3,000 15.88
------------------ ----------------- ----------------
8-3-99 2,000 15.88
------------------ ----------------- ----------------
8-2-99 500 15.75
------------------ ----------------- ----------------
8-2-99 1,300 15.88
------------------ ----------------- ----------------
8-2-99 10,000 16.25
------------------ ----------------- ----------------
7-30-99 800 15.75
------------------ ----------------- ----------------
7-30-99 4,000 15.88
------------------ ----------------- ----------------
7-30-99 1,400 15.94
------------------ ----------------- ----------------
</TABLE>
<PAGE> 7
CUSIP NO. 759929102000 Page 7 of 9 pages
The following table sets forth the transactions effected by Mr. Steans
in the Common Stock during the past 60 days. All such transactions were made on
the open market. Prices include commissions, if any.
<TABLE>
<CAPTION>
---------------------------------------------------------------
HARRISON I. STEANS
----------------------- --------------------- -----------------
SHARES PRICE PER
TRADE DATE PURCHASED SHARE
----------------------- --------------------- -----------------
<S> <C> <C>
9/29/99 5,000 $14.68
----------------------- --------------------- -----------------
9/28/99 3,000 $14.68
----------------------- --------------------- -----------------
9/24/99 9,500 $14.68
----------------------- --------------------- -----------------
9/23/99 42,500 $14.91
----------------------- --------------------- -----------------
8/25/99 13,000 $16.05
----------------------- --------------------- -----------------
8/24/99 2,000 $16.06
----------------------- --------------------- -----------------
8/23/99 20,900 $16.06
----------------------- --------------------- -----------------
8/20/99 6,400 $16.06
----------------------- --------------------- -----------------
8/19/99 6,000 $16.06
----------------------- --------------------- -----------------
8/18/99 4,500 $16.06
----------------------- --------------------- -----------------
8/16/99 19,200 $16.05
----------------------- --------------------- -----------------
8/13/99 800 $16.07
----------------------- --------------------- -----------------
8/12/99 20,000 $16.05
----------------------- --------------------- -----------------
8/9/99 7,000 $16.06
----------------------- --------------------- -----------------
8/5/99 500 $15.99
----------------------- --------------------- -----------------
8/3/99 1,000 $15.94
----------------------- --------------------- -----------------
7/30/99 2,000 $15.90
----------------------- --------------------- -----------------
</TABLE>
In addition, Mr. Steans acquired $800,000 principal amount of the Convertible
Debentures from the Issuer in a private placement on September 21, 1999.
Each of Filing Person has sole voting and dispositive power with
respect to the shares of Common Stock owned by him and the sole right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, such shares.
<PAGE> 8
CUSIP NO. 759929102000 Page 8 of 9 pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER.
Other than their agreement to file jointly this Schedule 13D, the
Filing Persons have no contract, arrangement, understanding or relationship
(legal or otherwise) with any person with respect to any securities of the
Company, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
<PAGE> 9
CUSIP NO. 759929102000 Page 9 of 9 pages
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: September 30, 1999
/s/ GEORGE P. BAUER
---------------------------
Name: George P. Bauer
/s/ HARRISON I. STEANS
---------------------------
Name: Harrison I. Steans
