REPUBLIC BANCORP INC /KY/
SC 13G, 1999-02-11
STATE COMMERCIAL BANKS
Previous: TELEBANC FINANCIAL CORP, 10-K, 1999-02-11
Next: REPUBLIC BANCORP INC /KY/, SC 13G, 1999-02-11



<PAGE>  1

                                  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>  2


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



(1)      Names of Reporting Persons...........................Sheldon G. Gilman

         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...............................1,000<F1>
         (6)      Shared Voting Power.........................7,408,074<F2>
         (7)      Sole Dispositive Power..........................1,000<F1>
         (8)      Shared Dispositive Power....................7,408,074<F2>

(9)      Aggregate Amount Beneficially
         Owned by Each Reporting Person.......................7,409,074<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%

(12)     Type of Reporting Person (See
         Instructions).......................................................IN
- ---------
        <F1>Includes  1,000 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 as  trustee  for the  grandchildren  of
Bernard M. Trager.  The reporting person shares voting and investment power over
the

                                    Page 2 of 8

<PAGE>  3


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


shares held of record by Teebank and Jaytee with Bernard M. Trager, Steven E.
Trager and Scott Trager.

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:

     Sheldon G. Gilman


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

     462 S. Fourth Street, Suite 500
     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>  4


- --------------------------------------------------------------------------------
                                  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

<PAGE>  5


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


         (a) Amount  Beneficially  Owned:  Sheldon G.  Gilman is the  beneficial
owner  of  7,409,074  shares  of  Class A  Common  Stock  of  Republic  Bancorp,
Inc.<F1><F2>

         (b) Percent of Class:  Sheldon G. Gilman is the beneficial owner of 47%
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

                      1,000<F1>


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

                      7,408,074<F2>


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

                      1,000<F1>


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

                      7,408,074<F2>

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

- ------------
         <F1>Includes 1,000 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 as trustee  for the  grandchildren  of
Bernard M. Trager.  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 Scott Trager.


                                    Page 5 of 8

<PAGE>  6


- --------------------------------------------------------------------------------
                                  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 Scott  Trager  (each a
beneficial  owner of more than five percent of the class),  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 Scott  Trager,  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.


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.


                                    Page 6 of 8

<PAGE>  7


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


                  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

<PAGE>  8


- --------------------------------------------------------------------------------
                                  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 5, 1999                     /s/ Sheldon G. Gilman               
                                     ------------------------------------
                                     Sheldon G. Gilman



                                    Page 8 of 8





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission