REPUBLIC BANCORP INC /KY/
SC 13G, 1999-02-11
STATE COMMERCIAL BANKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                              (Amendment No. ____)*

                             REPUBLIC BANCORP, INC.
                                (Name of Issuer)

                       CLASS A COMMON STOCK, NO PAR VALUE
                         (Title of Class of Securities)

                                   760281 204
                                 (CUSIP Number)


                                  July 23, 1998
             (Date of Event Which Requires Filing of This Statement)


Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

                  [ ]      Rule 13d-1(b)
                  [ ]      Rule 13d-1(c)
                  [X]      Rule 13d-1(d)

*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 the
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 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).



<PAGE>


- --------------------------------------------------------------------------------
                                  SCHEDULE 13G
                              CUSIP NO. 760281 204
- --------------------------------------------------------------------------------



(1)      Names of Reporting Persons...............................Scott Trager

         I.R.S. Identification Nos. of
         Above Persons (entities only).....................

(2)      Check the Appropriate Box
         if a Member of a Group
         (See Instructions)..........................(a) [ ]
                                                     (b) [ ]

(3)      SEC Use Only. . . . . . . . . . . . .

(4)      CITIZENSHIP OR PLACE OF ORGANIZATION.............................U.S.

Number of Shares Beneficially
Owned by Each Reporting Person
With:

         (5)      Sole Voting Power................................121,452<F1>
         (6)      Shared Voting Power............................7,413,838<F2>
         (7)      Sole Dispositive Power...........................121,452<F1>
         (8)      Shared Dispositive Power.......................7,413,838<F2>

(9)      Aggregate Amount Beneficially
         Owned by Each Reporting Person......................7,535,290<F1><F2>

(10)     Check if the Aggregate Amount
         in Row (9) Excludes Certain
         Shares (See Instructions).........................................[ ]

(11)     Percent of Class Represented
         by Amount in Row 9                                              47.8%

(12)     Type of Reporting Person (See
         Instructions)......................................................IN
- ---------
         <F1>Includes 20,242 shares of Class B Common Stock of the Issuer (which
is  convertible  into Class A Common  Stock on a one share for one share  basis)
held by the reporting person.
         <F2>Includes 5,903,612 shares of Class A Common Stock held of record by
Teebank Family Limited Partnership ("Teebank"), 763,984 shares of Class B Common
Stock held of record by Teebank,  620,784 shares of Class A Common Stock held of
record by Jaytee Properties Limited Partnership  ("Jaytee"),  and 119,694 shares
of Class B Common  Stock held of record by  Jaytee.  The  reporting  person is a
limited  partner of Teebank and Jaytee.  The reporting  person shares voting and
investment  power over the  shares  held of record by  Teebank  and Jaytee  with
Bernard M. Trager, Steven E. Trager and Sheldon G. Gilman, as trustee. Also

                                    Page 2 of 8

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- --------------------------------------------------------------------------------
                                  SCHEDULE 13G
                              CUSIP NO. 760281 204
- --------------------------------------------------------------------------------


includes  4,804  shares of Class A Common Stock and 960 shares of Class B Common
Stock held by a family trust of which the reporting person is a co-trustee and a
beneficiary.

ITEM 1(a).  NAME OF ISSUER:

     Republic Bancorp, Inc.


ITEM 1(b).  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

     601 West Market Street
     Louisville, Kentucky  40202


ITEM 2(a).  NAME OF PERSON FILING:

     Scott Trager


ITEM 2(b).  ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:

     601 West Market Street
     Louisville, Kentucky  40202


ITEM 2(c).  CITIZENSHIP:

     U.S.


ITEM 2(d).  TITLE OF CLASS OF SECURITIES:

     Class A Common Stock, no par value per share


ITEM 2(e).  CUSIP NUMBER:

     760281 204



                                    Page 3 of 8

<PAGE>


- --------------------------------------------------------------------------------
                                  SCHEDULE 13G
                              CUSIP NO. 760281 204
- --------------------------------------------------------------------------------


ITEM 3. IF   THIS  STATEMENT  IS  FILED  PURSUANT  TO  SECTIONS  240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

         (a)      [ ] Broker or Dealer  registered  under  section 15 of the Act
                      (15 U.S.C. 78o).

         (b)      [ ] Bank as defined  in Section  3(a)(6) of the Act (15 U.S.C.
                      78c).

         (c)      [ ] Insurance  Company  as defined in Section  3(a)(19) of the
                      Act (15 U.S.C. 78c).

         (d)      [ ] Investment  Company  registered  under  Section  8 of  the
                      Investment Company Act of 1940 (15 U.S.C. 80a-8).

         (e)      [ ] An    investment   adviser  in  accordance   with  Section
                      240.13d-1(b)(1)(ii)(E).

         (f)      [ ] An employee  benefit plan or endowment  fund in accordance
                      with Section 240.13d-1(b)(1)(ii)(F).

         (g)      [ ] A parent  holding  company or control person in accordance
                      with Section 240.13d-1(b)(1)(ii)(G).

         (h)      [ ] A savings  association  as defined in Section  3(b) of the
                      Federal Deposit Insurance Act (12 U.S.C. 1813).

         (i)      [ ] A church plan that is excluded  from the  definition of an
                      investment   company   under   Section   3(c)(14)  of  the
                      Investment Company Act of 1940 (15 U.S.C. 80a-3).

         (j)      [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Section 240.13d-1(c), check
this box.  [ ]


ITEM 4.  OWNERSHIP.

         Provide the following information  regarding  the  aggregate number and
percentage of the class of  securities  of the issuer  identified in Item 1.


                                    Page 4 of 8

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- --------------------------------------------------------------------------------
                                  SCHEDULE 13G
                              CUSIP NO. 760281 204
- --------------------------------------------------------------------------------


         (a)  Amount Beneficially Owned:  Scott Trager is the beneficial owner
of 7,535,290 shares of Class A Common Stock of Republic Bancorp, Inc.<F1><F2>

         (b) Percent of Class:  Scott Trager is the beneficial owner of 47.8% of
the Class A Common Stock of Republic Bancorp, Inc.

         (c) Number of shares as to which the person has:

                  (i) Sole power to vote or to direct the vote

                      121,452<F1>


                 (ii) Shared power to vote or to direct the vote

                      7,413,838<F2>


                (iii) Sole power to dispose or to direct the disposition of

                      121,452<F1>


                 (iv) Shared power to dispose or to direct the disposition of

                      7,413,838<F2>

Instruction.          For  computations  regarding  securities which represent a
                      right  to   acquire  an  underlying  security  see Section
                      240.13d-3(d)(1).

- ------------
         <F1>Includes 20,242 shares of Class B Common Stock of the Issuer (which
is  convertible  into Class A Common  Stock on a one share for one share  basis)
held by the reporting person.
         <F2>Includes 5,903,612 shares of Class A Common Stock held of record by
Teebank,  763,984  shares of Class B Common  Stock  held of  record by  Teebank,
620,784  shares of Class A Common  Stock held of record by Jaytee,  and  119,694
shares of Class B Common Stock held of record by Jaytee. The reporting person is
a limited partner of Teebank and Jaytee.  The reporting person shares voting and
investment  power over the  shares  held of record by  Teebank  and Jaytee  with
Bernard M.  Trager,  Steven E. Trager and Sheldon G.  Gilman,  as trustee.  Also
includes  4,804  shares of Class A Common Stock and 960 shares of Class B Common
Stock held by a family trust of which the reporting person is a co-trustee and a
beneficiary.

                                    Page 5 of 8

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- --------------------------------------------------------------------------------
                                  SCHEDULE 13G
                              CUSIP NO. 760281 204
- --------------------------------------------------------------------------------




ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

         If this statement is being filed to report the fact that as of the date
hereof the reporting  person has ceased to be the  beneficial owner of more than
five percent of the class of securities, check the following [ ].


ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
         PERSON.

         If any other  person is known to have the right to receive or the power
to direct the receipt of dividends  from, or the proceeds from the sale of, such
securities,  a statement  to that effect  should be included in response to this
item and, if such interest relates to more than five percent of the class,  such
person  should be  identified.  A listing of the  shareholders  of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

         The reporting person shares voting and investment power over shares  of
Class A Common  Stock and Class B Common  Stock  held of record by  Teebank  and
Jaytee  with  Bernard M.  Trager,  Steven E. Trager and  Sheldon G.  Gilman,  as
trustee  (each a beneficial  owner of more than five percent of the class),  and
shares voting and investment power over shares of Class A Common Stock and Class
B Common  Stock  held of record by a family  trust with the  co-trustee  of such
trust,  and such  individuals  may  have the  power to  direct  the  receipt  of
dividends  from, or the proceeds from the sale of, the issuer's  securities.  In
addition,  Bernard M. Trager, Steven E. Trager and Sheldon G. Gilman as trustee,
among others,  are limited  partners of Teebank and Jaytee,  and thereby possess
the right to receive  dividends  from or the proceeds  from the sale of pro rata
interests in the Issuer's  securities  upon  distribution of assets from Teebank
and Jaytee.  Beneficiaries  of the family trust  discussed  above other than the
reporting person may possess rights to receive  dividends from the proceeds from
the sale of prorata  interests in the Issuer's  securities upon  distribution of
assets in accordance with the terms of such trust.



                                    Page 6 of 8

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- --------------------------------------------------------------------------------
                                  SCHEDULE 13G
                              CUSIP NO. 760281 204
- --------------------------------------------------------------------------------


ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
         ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
         HOLDING COMPANY.

         If a parent holding  company has filed this Schedule,  pursuant to Rule
13d-1(b)(ii)(G),  so indicate under Item 3(g) and attach an exhibit  stating the
identity and the Item 3 classification  of the relevant subsidiary.  If a parent
holding  company has filed this Schedule  pursuant to Rule  13d-1(c),  attach an
exhibit stating the identification of the relevant subsidiary.

         Not applicable.


ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
         GROUP.

         If   a   group   has   filed   this   Schedule  pursuant   to   Section
240.13d-1(b)(1)(ii)(J),  so  indicate  under  Item 3(h) and  attach  an  exhibit
stating the identity and Item 3 classification of each member of the group. If a
group has filed  this  Schedule  pursuant  to  Section  240.13d-1(d),  attach an
exhibit stating the identity of each member of the group.

         Not applicable.


ITEM 9.  NOTICE OF DISSOLUTION OF GROUP.

         Notice  of  dissolution  of a  group  may be  furnished  as  an exhibit
stating the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required,  by members
of the group, in their individual capacity. See Item 5.

         Not applicable.


ITEM 10. CERTIFICATION.

         Not applicable.



                                    Page 7 of 8

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- --------------------------------------------------------------------------------
                                  SCHEDULE 13G
                              CUSIP NO. 760281 204
- --------------------------------------------------------------------------------

                                   SIGNATURE.

         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.



February 10, 1999                 /S/ SCOTT TRAGER
                                  -------------------------------
                                  Scott Trager






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