SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO
SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c)
or 240.14a-12
Republic Bancorp, Inc.
(Name of Registrant as Specified in Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
- ---------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- ---------------------------------------------------------
<PAGE>
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
- ---------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- ---------------------------------------------------------
5) Total fee paid:
- ---------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
-----------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------
3) Filing Party:
-----------------------------------------------------------
4) Date Filed:
-----------------------------------------------------------
<PAGE>
REPUBLIC
BANCORP
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 21, 1999
Dear Shareholder:
You are cordially invited to attend this year's Annual Meeting of
Shareholders of Republic Bancorp, Inc. at Republic Bank Place, 661 S.
Hurstbourne Parkway, Louisville, Kentucky 40222, at 4:00 p.m., EDT, on April 21,
1999. The Annual Meeting has been called for the purpose of considering and
voting upon:
1. The election of nine (9) directors; and
2. The transaction of such other business as may properly come before the
meeting.
Holders of the Corporation's Class A and Class B Common Stock at the close
of business on February 26, 1999 will be entitled to notice of, and to vote at,
the Annual Meeting.
Whether or not you plan to attend the meeting, please sign, date and
promptly return the enclosed proxy. If for any reason you desire to revoke your
proxy, you may do so at any time before the voting as described in the
accompanying proxy statement.
Very truly yours,
/s/ Steven E. Trager
Steven E. Trager
President and Chief Executive Officer
Approximate Date of Mailing to Shareholders: March 12, 1999
<PAGE>
REPUBLIC BANCORP, INC.
601 West Market Street
Louisville, Kentucky 40202
---------------------------------------
PROXY STATEMENT
---------------------------------------
This proxy statement is furnished by the Board of Directors of Republic
Bancorp, Inc. (the "Corporation" or "Republic") in connection with its
solicitation of the enclosed proxy, which will be used in voting at the Annual
Meeting of Shareholders of the Corporation to be held at Republic Bank Place,
661 S. Hurstbourne Parkway, Louisville, Kentucky 40222, on April 21, 1999 at
4:00 p.m. (the "Annual Meeting") or any adjournment or adjournments thereof.
This proxy statement and the enclosed proxy are first being sent to
shareholders on or about March 12, 1999.
VOTING
Only holders of record of Class A Common Stock and Class B Common Stock of
the Corporation at the close of business on February 26, 1999 are entitled to
receive notice of, and to vote at, the Annual Meeting. On that date, 14,840,291
shares of Class A Common Stock and 2,278,778 shares of Class B Common Stock were
issued and outstanding for purposes of the Annual Meeting.
Each share of Class A Common Stock is entitled to one vote, and each share
of Class B Common Stock is entitled to ten votes, both with cumulative voting
rights in the election of directors. In electing directors, each shareholder has
the number of votes equal to (1) the number of votes the shareholder is entitled
to cast at the Annual Meeting, based on the number of shares of Class A Common
Stock (each with one vote) and Class B Common Stock (each with ten votes) held
on the Record Date, multiplied by (2) the number of directors to be elected.
Each shareholder may cumulate his or her votes and cast all such votes for one
nominee or may distribute such votes among as many nominees as he or she
chooses. Shares represented by proxies in the accompanying form may be voted
cumulatively, as discussed below under "PROPOSAL 1: ELECTION OF DIRECTORS". The
nine (9) nominees receiving the most votes at the Annual Meeting will be elected
as directors.
If a proxy on the accompanying form is properly executed, returned to the
Corporation and not revoked, the shares represented by such proxy will be voted
in accordance with the instructions set forth thereon. If no instructions are
given, the shares represented will be voted for the director nominees named
herein, with the discretionary authority discussed below under "PROPOSAL 1:
ELECTION OF DIRECTORS". The Board of Directors at present knows of no other
<PAGE>
business to be brought before the Annual Meeting. However, persons named in the
enclosed proxy, or their substitutes, will have discretionary authority to vote
on the transaction of any other business which may properly come before the
Annual Meeting and any adjournment thereof, and will vote the proxies in
accordance with recommendations of the Board of Directors.
A shareholder may attend the Annual Meeting even though he or she has
executed a proxy. A proxy may be revoked at any time before it is voted by
giving written notice of revocation delivered to the Secretary of the
Corporation or by delivering a later dated proxy or by the vote of the
shareholder in person at the Annual Meeting.
The presence in person or by proxy of the holders of a majority in voting
power of the combined voting power of the Class A Common Stock and the Class B
Common Stock will constitute a quorum for the transaction of business at the
Annual Meeting. Abstentions and broker nonvotes will be counted as being present
or represented at the Annual Meeting for the purpose of establishing a quorum
but will not have an effect on the outcome of the vote in the election of
directors or any other matter determined by a plurality vote.
SHARE OWNERSHIP
The following table reflects certain information regarding the beneficial
ownership of the outstanding shares of the Corporation as of the record date for
the Annual Meeting, based on information available to the Board of Directors.
The Class B Common Stock is convertible into Class A Common Stock on a
share-for-share basis. In the following table, information in the column headed
"Class A Common" does not reflect the shares of Class A Common Stock issuable
upon conversion of the Class B Common Stock. Information is included for
(1) persons who own more than 5% of the Class A or the Class B Common Stock
outstanding on the record date,
(2) directors and nominees,
(3) the five executive officers of the Corporation who received the highest
total salary and bonus during 1998 (the "named executive officers"), and
(4) officers and directors of the Corporation as a group.
Unless indicated otherwise, the Corporation believes that each person named
below has the sole power to vote and dispose of the voting securities
beneficially owned by such person. Please note that the table provides
information about the number of shares beneficially owned, as opposed to the
voting power of those shares. Officers, directors and nominees as a group (12
persons) hold 64.3% of the combined voting power of the Class A and Class B
Common Stock.
<PAGE>
<TABLE>
<CAPTION>
Class A and Class B
Name Class A Common Class B Common Common Combined
Shares Percent Shares Percent Shares Percent
<S> <C> <C> <C> <C> <C> <C>
Five Percent Shareholders:
Bernard M. Trager 7,390,714(1) 49.8% 1,545,858(2) 67.8% 8,936,572 52.2%
601 West Market Street
Louisville, Kentucky 40202
Steven E. Trager 6,682,096(3) 45.0 898,678(4) 39.4 7,580,774 44.3
601 West Market Street
Louisville, Kentucky 40202
Scott Trager 6,635,538(5) 44.7 905,906(6) 39.8 7,541,444 44.1
601 West Market Street
Louisville, Kentucky 40202
Sheldon Gilman, Trustee 6,524,396(7) 44.0 884,678(8) 38.8 7,409,074 43.3
for the grandchildren of
Bernard M. Trager
500 Meidinger Tower
462 S. Fourth St.
Louisville, Kentucky 40202
Teebank Family 5,903,612(9) 39.8 763,984(9) 33.5 6,667,596 38.9
Limited Partnership
7413 Cedar Bluff Court
Prospect, Kentucky 40059
Directors, Nominees and Named Executive Officers:
Charles E. Anderson 50,990(10) * 1,000(11) * 51,990 *
A. Wallace Grafton, Jr. 51,940(12) * 10,388(13) * 62,328 *
Larry M. Hayes 357,420(14) 2.4 4,694 * 362,114 2.1
D. Harry Jones 43,570(15) * 5,694(16) * 49,264 *
Bill Petter 383,550(17) 2.6 4,050 * 387,600 2.3
Sandra Metts Snowden 12,770 * 2,074 * 14,844 *
R. Wayne Stratton 12,900(18) * 1,700(19) * 14,600 *
Samuel G. Swope 38,220(20) * 5,694 * 43,914 *
Bernard M. Trager 7,390,714(1) 49.8 1,545,858(2) 67.8 8,936,572 52.2
Scott Trager 6,635,538(5) 44.7 905,906(6) 39.8 7,541,444 44.1
Steven E. Trager 6,682,096(3) 45.0 898,678(4) 39.4 7,580,774 44.3
Mark A. Vogt 6,300 * 200 * 6,500 *
Officers, Directors and Nominees as
a group (12 persons) 8,017,216 54.0% 1,618,580 71.0% 9,635,796 56.3%
</TABLE>
* Less than .5%
(1) Includes 5,903,612 shares held of record by Teebank Family Limited
Partnership ("Teebank") and 620,784 shares held of record by Jaytee Properties
Limited Partnership, 7413 Cedar Bluff Court, Prospect, Kentucky 40059
("Jaytee"). Bernard Trager is a general and limited partner
<PAGE>
and Jean S. Trager, his wife, is a limited partner of both Teebank and Jaytee.
Bernard Trager shares voting and investment power over the shares held of record
by Teebank and Jaytee with Steven Trager, Scott Trager and Sheldon Gilman, as
trustee. Includes 300,000 unallocated shares held of record by the Corporation's
Employee Stock Ownership Plan ("ESOP"), of which Bernard Trager is a member of
the Administrative Committee. Bernard Trager shares voting and investment power
over the shares held of record by the ESOP with Bill Petter and Larry Hayes.
Also includes 82,700 shares held of record by Trager Family Foundation, a
charitable foundation organized under Section 501(c)(3) of the Internal Revenue
Code. Bernard Trager shares voting and investment power over these shares with
Mrs. Trager, Steven Trager, and Shelley Trager Lerner.
(2) Includes 763,984 shares held of record by Teebank and 119,694 shares held of
record by Jaytee. Bernard Trager is a general and limited partner and Jean
Trager, his wife, is a limited partner of both Teebank and Jaytee. Bernard
Trager shares voting and investment power over the shares held of record by
Teebank and Jaytee with Steven Trager, Scott Trager and Sheldon Gilman, as
trustee. Also includes 117,454 shares owned by Jean Trager, with whom Bernard
Trager shares voting and investment power.
(3) Includes 5,903,612 shares held of record by Teebank and 620,784 shares held
of record by Jaytee. Steven Trager is a general and limited partner and trusts
for the benefit of, among others, Steven Trager, his wife and his two minor
children are limited partners of both Teebank and Jaytee. Steven Trager shares
voting and investment power over the shares held of record by Teebank and Jaytee
with Bernard Trager, Scott Trager and Sheldon Gilman, as trustee. Includes
22,500 shares of Class A Common Stock that can be acquired under currently
exercisable options, and 5,000 shares held by Steven Trager's wife. Also
includes 82,700 shares held of record by Trager Family Foundation, a charitable
foundation organized pursuant to Section 501(c)(3) of the Internal Revenue Code.
Steven Trager shares voting power over these shares with Jean Trager, Bernard
Trager, and Shelley Trager Lerner.
(4) Includes 763,984 shares held of record by Teebank and 119,694 shares held of
record by Jaytee. Steven Trager is a general and limited partner and trusts for
the benefit of, among others, Steven Trager, his wife and his two minor children
are limited partners of both Teebank and Jaytee. Steven Trager shares voting and
investment power over the shares held of record by Teebank and Jaytee with
Bernard Trager, Scott Trager and Sheldon Gilman, as trustee. Also includes 4,500
shares of Class B Common Stock that can be acquired under currently exercisable
options.
(5) Includes 5,903,612 shares held of record by Teebank and 620,784 shares held
of record by Jaytee. Scott Trager is a limited partner of both Teebank and
Jaytee. Scott Trager shares voting and investment power over the shares held of
record by Teebank and Jaytee with Bernard Trager, Steven Trager and Sheldon
Gilman, as trustee. Also includes 9,932 shares held of record by a family trust
of which Scott Trager is a co-trustee and a beneficiary. Scott Trager shares
voting and investment power over such shares.
(6) Includes 763,984 shares held of record by Teebank and 119,694 shares held of
record by Jaytee. Scott Trager is a limited partner of both Teebank and Jaytee.
Scott Trager shares voting and investment power over the shares held of record
by Teebank and Jaytee with Bernard Trager, Steven Trager and Sheldon Gilman, as
trustee. Also includes 1,986 shares held of record by a family trust of which
Scott Trager is a co-trustee and a beneficiary. Scott Trager shares voting and
investment power over such shares.
<PAGE>
(7) Includes 5,903,612 shares held of record by Teebank and 620,784 shares held
of record by Jaytee. Sheldon Gilman is a limited partner of both Teebank and
Jaytee, as trustee for the grandchildren of Bernard Trager. Sheldon Gilman
shares voting and investment power over the shares held of record by Teebank and
Jaytee with Bernard Trager, Steven Trager and Scott Trager.
(8) Includes 763,984 shares held of record by Teebank and 119,694 shares held of
record by Jaytee. Sheldon Gilman is a limited partner of both Teebank and
Jaytee, as trustee for the grandchildren of Bernard Trager. Sheldon Gilman
shares voting and investment power over the shares held of record by Teebank and
Jaytee with Bernard Trager, Steven Trager and Scott Trager.
(9) Teebank is a limited partnership of which Bernard Trager and Steven Trager
are general and limited partners. The shares of Common Stock beneficially owned
by Teebank are also shown in the above table as being beneficially owned by
Bernard Trager, Steven Trager, Scott Trager and Sheldon Gilman, trustee, who
share voting and investment power over the shares held by the partnership. The
following table provides information about the units of Teebank owned by
directors and officers of the Corporation.
<TABLE>
<CAPTION>
Name Number of Units Percent of Outstanding
<S> <C> <C>
Bernard M. Trager 1,113,243(a) 55.7%
Steven E. Trager 486,865(b) 24.3
Scott Trager 2,020 0.1
</TABLE>
a) Includes 576,621.33 units held by Bernard Trager's wife, Jean Trager.
b) Includes 271,080 units held in a revocable trust and 139,484 units
held for the benefit of Steven Trager's minor children; also includes
76,301 shares held in an irrevocable trust for the benefit of, among
others, Steven Trager, his wife and his minor children.
(10) Includes 6,500 shares held jointly with his wife, over which Charles
Anderson shares investment and voting power, and 11,250 shares that can be
acquired upon conversion of Trust Preferred securities.
(11) Shares held jointly with his wife, over which Charles Anderson shares
investment and voting power.
(12) Includes 51,590 shares held by A. Wallace Grafton, Jr.'s wife, over which
he shares investment and voting power.
(13) Includes 10,318 shares held by A. Wallace Grafton, Jr.'s wife, over which
he shares investment and voting power.
(14) Includes 2,350 shares held by his wife, 3,000 shares that can be acquired
by Larry Hayes and 7,000 shares that can be acquired by his wife upon conversion
of Trust Preferred securities, and 16,000 shares held in BPH Partnership, a
Kentucky limited liability partnership in which Larry Hayes is a limited
partner. Larry Hayes shares investment and voting power over the shares held by
his wife and BPH Partnership. Also Includes 300,000 unallocated shares held of
record by the Corporation's Employee Stock Ownership Plan, of which Larry Hayes
is a member of the
<PAGE>
Administrative and Investment Committees. Larry Hayes shares voting and
investment power over these shares with Bernard Trager and Bill Petter.
(15) Includes 15,000 shares held by Harry Jones's wife, over which he shares
investment and voting power, and 10,000 shares that can be acquired upon
conversion of Trust Preferred securities.
(16) Includes 3,000 shares held by Harry Jones's wife, over which he shares
investment and voting power.
(17) Includes 300,000 unallocated shares held of record by the Corporation's
Employee Stock Ownership Plan, of which Bill Petter is a member of the
Administrative and Investment Committees. Bill Petter shares voting and
investment power over these shares with Bernard Trager and Larry Hayes.
(18) Includes 3,500 shares held jointly with his wife and 9,400 shares held by
his wife. Wayne Stratton shares investment and voting power over these shares.
(19) Includes 700 shares held jointly with his wife and 1,000 shares held by his
wife. Wayne Stratton shares investment and voting power over these shares.
(20) Includes 5,000 shares that can be acquired upon conversion of Trust
Preferred securities. These shares are held of record by Swope Enterprises Inc.,
L.P., a Kentucky limited liability partnership in which Samuel Swope is a
limited partner.
PROPOSAL 1: ELECTION OF DIRECTORS
The Corporation's Board of Directors is comprised of one class of
directors, elected annually. Each director serves a term of one year or until
his or her successor is duly elected or qualified. The Corporation's Bylaws
provide for not less than 5 nor more than 15 directors. The number of directors
is currently set at nine (9).
In accordance with the Bylaws of the Corporation, the Board of Directors
has fixed the number of directors to be elected at the Annual Meeting at nine
(9). The Board has nominated for election as directors Bernard Trager, Steven
Trager, Scott Trager, Bill Petter, Wayne Stratton, Larry Hayes, Samuel Swope,
Charles Anderson and Sandra Metts Snowden. Each of the nominees is a current
member of the Board of Directors with the exception of Charles Anderson and
Sandra Metts Snowden.
The Board of Directors has no reason to believe that any nominee for
director will not be available for election. However, if any of the nominees
should become unavailable for election, and unless authority is withheld, the
holders of the proxies solicited hereby will vote for such other individual(s)
as the Board of Directors may recommend. In addition, if any shareholder(s)
shall vote shares cumulatively or otherwise for the election of a director or
directors other than the nominees named below, or substitute nominees
recommended by the Board of Directors, the holders of the proxies solicited
hereby will have the discretionary authority to vote cumulatively
<PAGE>
for some number less than all of the nominees named below or any substitute
nominees, and for such persons nominated as they may choose.
The following table gives the indicated information for each nominee and
incumbent director and other executive officers who are listed in the
compensation tables which follow but are not nominees or incumbent directors:
<TABLE>
<CAPTION>
NAME AND PRINCIPAL OCCUPATION FOR PAST FIVE YEARS AGE DIRECTOR SINCE
- -------------------------------------------------------------------------------- ------------ ------------------
DIRECTORS AND NOMINEES:
<S> <C> <C>
Bernard M. Trager, serves as Chairman of Republic. Prior to 1998, he also
served as CEO of Republic and as Chairman of Republic Bank and Trust 70 1974
Company (the "Bank"), the Corporation's principal banking subsidiary.
Steven E. Trager, began serving as President and CEO of Republic and Chairman 38 1988
and CEO of the Bank in 1998. From 1994 to 1997 he served as Vice
Chairman and from 1994 to 1998 Secretary of Republic.
Scott Trager, has served as Vice Chairman of Republic since 1994 and has served 46 1990
as President of the Bank since 1984.
Bill Petter, began serving as Vice Chairman and Chief Operating Officer of 49 1995
Republic during 1997. From 1995 to 1997 he served as Vice Chairman and
Chief Financial Officer. He has served as Executive Vice President of
the Bank since 1993 and served as Chief Financial Officer of the Bank
from 1993 to 1997.
R. Wayne Stratton, is a partner in the CPA firm of Jones, Nale & Mattingly PLC. 51 1995
Larry M. Hayes, is president of Midwest Construction Company, Inc., Lexington, 50 1995
Kentucky.
A. Wallace Grafton, Jr., is a retired partner of Wyatt, Tarrant & Combs law 61 1998
firm.*
Samuel G. Swope, is the Chairman of Sam Swope Auto Group, Inc. 72 1998
D. Harry Jones, is an Executive Vice President of Jones Plastic and Engineering 68 1995
Corporation.*
Sandra Metts Snowden, is President of Metts Company, Inc., d/b/a Vantage 7 54 **
Realtors, a real estate sales, management, brokerage and development
firm.
Charles E. Anderson, is President of Andy Anderson Insurance, Inc. d/b/a the 62 **
Anderson Group, which provides insurance and financial services.
- ----------------------------
* Retiring as a director at the Annual Meeting.
** Not currently a director of the Corporation, but has served as a director of the Bank since 1994.
<PAGE>
NON-DIRECTOR EXECUTIVE OFFICER:
Mark A. Vogt has served as Chief Financial Officer of Republic since May 1998, 30
and has served as Chief Financial and Accounting Officer of the Bank
since October 1997. He joined the Bank in 1995 as Vice President of
Finance and has served as Senior Vice President of the Bank since
1996. Prior to joining the Bank, he served as a certified public
accountant with Deloitte & Touche LLP.
</TABLE>
None of the Republic directors or nominees holds any directorships in any
other company with a class of securities registered pursuant to Section 12 of
the Securities Exchange Act of 1934 or subject to the requirements of Section
15(d) of such Act or any company registered as an investment company under the
Investment Company Act of 1940, as amended.
The directors of Republic were elected at the most recent annual meeting of
shareholders held on January 11, 1998, to a one year term. The executive
officers of Republic are selected by the Board of Directors and hold office at
the discretion of the Board of Directors.
Bernard Trager, Steven Trager and Scott Trager are relatives. Bernard
Trager is the father of Steven Trager and the uncle of Scott Trager; Steven
Trager and Scott Trager are cousins.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Corporation's Board of Directors has two (2) standing committees: the
Audit Committee and the Compensation/Human Resources Committee. The Board does
not have a standing nominating committee or a committee performing similar
functions.
The Audit Committee, which is currently composed of Steven Trager, Wayne
Stratton, and Larry Hayes, held two (2) meetings during 1998. This committee
makes recommendations to the Board with respect to the selection of independent
accountants; the review and scope of audit arrangements; the independent
accountants' suggestions for strengthening internal accounting controls; matters
of concern to the committee, the independent accountants, or management relating
to the Corporation's financial statements or other results of the annual audit;
the review of internal accounting procedures and controls with the Corporation's
financial and accounting staff; the review of the activities and recommendations
of the Corporation's general auditor and compliance auditors; and the review of
financial statements and other financial information published by the
Corporation.
The Compensation/Human Resources Committee was established as a Board
committee during the first quarter of 1999. It is currently composed of A.
Wallace Grafton, Jr., Larry Hayes and Wayne Stratton. This Committee makes
recommendations to the Board of Directors as to the amount and form of officer
compensation, a role historically performed by the
<PAGE>
Compensation /Human Resource Committee of the Bank. The Compensation/ Human
Resources Committee administers the Corporation's 1995 Stock Option Plan and is
authorized to grant stock options in accordance with the terms of that plan
without further approval.
The Board of Directors held seven (7) meetings during 1998. Each of the
directors attended at least 75% of the total number of meetings of the Board and
the Committees on which such director served.
DIRECTORS COMPENSATION
Non-employee directors of Republic and the Bank receive director's fees of
$1,350 for each board meeting attended and fees within the range from $250 to
$475 for each committee meeting attended. Total fees paid to directors of the
Corporation during 1998 for service as a director of the Corporation and/or the
Bank were as follows:
R. Wayne Stratton $10,550
Larry M. Hayes 10,725
A. Wallace Grafton, Jr.(1) 9,525
Samuel G. Swope 7,450
D. Harry Jones 7,800
(1) See also the following discussion under the heading "CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS".
CERTAIN INFORMATION AS TO MANAGEMENT
The following table contains information concerning the compensation received by
the Corporation's Chief Executive Officer ("CEO") and the four most highly
compensated executive officers of the Corporation as of the fiscal year ended
December 31, 1998.
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION(1) COMPENSATION
AWARDS
SECURITIES
UNDERLYING ALL OTHER
NAME & PRINCIPAL POSITION YEAR SALARY BONUS(2) OPTIONS(#) COMPENSATION
<S> <C> <C> <C> <C> <C>
Bernard M. Trager 1998 $250,000 $190,000 - $49,117 (5)
Chairman and Director 1997 220,000 170,000 _ 55,155
1996 220,000 90,000 _ 61,216
Steven E. Trager 1998 $175,000 $100,000 10,000(3) $8,882 (5)
President, CEO and Director 1997 160,000 80,000 _ 9,160
1996 160,000 - _ 7,185
Scott Trager 1998 $175,000 $100,000 10,000(3) $8,882 (5)
Vice Chairman and Director 1997 160,000 80,000 _ 9,160
1996 160,000 _ _ 7,185
Bill Petter 1998 $175,000 $100,000 10,000(3) $8,882 (5)
Vice Chairman and Director 1997 160,000 80,000 _ 9,160
1996 160,000 _ _ 7,185
Mark A. Vogt 1998 $100,000 $30,000 15,000(4) $5,887 (5)
Senior Vice President, CFO and 1997 100,000 18,000 _ 5,379
CAO 1996 83,000 9,000 _ 4,058
</TABLE>
(1) Each of the above-named executive officers received perquisites during 1998,
1997 and 1996 which were less than $50,000 in aggregate amount for each of those
years.
(2) Represents incentive bonuses awarded after year-end for achievement of
corporate, individual and organizational objectives in fiscal years 1998, 1997
and 1996.
(3) Includes options for 10,000 shares of Class A Common Stock.
(4) Includes options for 15,000 shares of Class A Common Stock.
(5) Includes matching contributions to 401(k) Retirement Plan, ($6,000 for
Bernard M. Trager, $6,000 for Steven E. Trager, $6,000 for Scott Trager, $6,000
for Bill Petter, and $4,425 for Mark A. Vogt), amount paid on split dollar life
insurance policy ($39,870 for Bernard M. Trager), and on life and disability
insurance policies ($3,247 for Bernard M. Trager and $2,882 each for Steven E.
Trager, Scott Trager and Bill Petter, and $1,462 for Mark A. Vogt).
<PAGE>
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
- ------------------------------------------------------------------------------------------
------------------------
% OF TOTAL
OPTIONS
NUMBER OF SECURITIES GRANTED TO
UNDERLYING OPTIONS EMPLOYEES IN EXERCISE EXPIRATION
GRANTED (1) FISCAL YEAR PRICE DATE 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Steven E. Trager 5,000 1.8% $13.00 7/31/04(2) $17,958 $39,683
5,000 1.8% $13.00 7/31/05(3) 22,106 50,151
Scott Trager 5,000 1.8% $13.00 7/31/04(2) 17,958 39,683
5,000 1.8% $13.00 7/31/05(3) 22,106 50,151
Bill Petter 5,000 1.8% $13.00 7/31/04(2) 17,958 39,683
5,000 1.8% $13.00 7/31/05(3) 22,106 50,151
Mark A. Vogt 7,500 2.7% $13.00 7/31/04(2) 26,937 59,525
7,500 2.7% $13.00 7/31/05(3) 33,159 75,227
</TABLE>
- --------------------------------
(1) Represents shares of Class A Common Stock. No options to purchase shares of
Class B Common Stock or stock appreciation rights ("SARs") were granted to the
named executive officers during 1998.
(2) Exercisable August 1, 2003.
(3) Exercisable August 1, 2004.
<PAGE>
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Shares Number of securities Value of Unexercised
Acquired underlying unexercised In-the-Money
on Value options at FY-End (#) Options at FY-End ($)(3)
Exercise realized -------------------------- ----------------------------
Name and Class of Shares (1) (#) ($)(2) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Steven E. Trager
Class A Common Stock 22,500 $228,150 0 32,500 0 $207,213
Class B Common Stock 4,500 45,630 0 4,500 0 41,693
Scott Trager
Class A Common Stock 0 60,000 0 478,500
Class B Common Stock 0 10,000 0 95,950
Bill Petter
Class A Common Stock 0 60,000 0 478,500
Class B Common Stock 0 10,000 0 95,950
Mark A. Vogt
Class A Common Stock 0 35,000 0 136,225
Class B Common Stock 0 0 0 0
</TABLE>
- ---------------------------
(1) No SARs were exercised by the named executive officers or held by them at
year end.
(2) Market price at time of exercise less exercise price.
(3) Market value of underlying securities at December 31, 1998, $12.88, less
exercise price.
EMPLOYMENT CONTRACTS AND TERMINATION,
SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS
The Bank entered into a death benefit agreement with Bernard Trager which
became effective September 10, 1996. This agreement provides for the payment of
three years compensation to the estate of Bernard Trager in the event of death
while a full-time employee of the Bank. In the event of a change in control the
agreement terminates.
Republic entered into officer compensation continuation agreements with
each of Steven Trager, Scott Trager, and Bill Petter, which became effective
January 1995, and Mark Vogt, which became effective October 1997. These
agreements provide for the payment of the executive officer's base salary and
continuation of such executive officer's other employment benefits for up to a
period of two years if, following a change in control, the executive officer
terminates his employment for "Good Reason" or his employment is terminated
other than pursuant to death or for "Cause," as defined in the agreements. In
addition, any stock options or other similar rights will become immediately
exercisable upon a change in control which results
<PAGE>
in termination. For purposes of these agreements, a change in control includes
the acquisition by a person of beneficial ownership of securities representing
greater voting power than held by the "Trager Family Members" (generally defined
to include Bernard Trager, Jean Trager and their descendants, and companies,
partnerships or trusts in which they are majority owners or beneficiaries) as a
group or a reduction to less than 25% of the combined voting power of the stock
held by the Trager Family Members. These agreements expire on December 31, 2000;
however, as of December 31, 2000, and on each anniversary of that date the
agreements are extended for two additional years unless the Corporation gives
notice that it elects not to extend.
PERFORMANCE GRAPH
The following graph sets forth the cumulative total shareholder return
(assuming reinvestment of dividends) on the Corporation's Class A Common Stock
as compared to the S & P 500 and the Nasdaq Bank Stocks Index. The graph covers
the period beginning July 22, 1998, the date the Corporation's Class A Common
Stock was registered under Section 12 of the Securities Exchange Act of 1934,
and ending December 31, 1998.
NOTE: THE STOCK PRICE PERFORMANCE SHOWN ON THE GRAPH BELOW IS NOT NECESSARILY
INDICATIVE OF FUTURE PRICE PERFORMANCE.
<TABLE>
<CAPTION>
July 22, 1998 December 31, 1998
<S> <C> <C>
Republic Bancorp Class A Common Stock 100.00 99.26
NASDAQ Bank Stocks 100.00 94.00
S&P 500 100.00 106.27
</TABLE>
<PAGE>
COMPENSATION COMMITTEE REPORT
Under rules established by the SEC, the Compensation/ Human Resources
Committee is required to disclose: (1) the Committee's compensation policies
applicable to the Corporation's executive officers; (2) the relationship of
executive compensation to Corporation performance; and (3) the Committee's bases
for determining the compensation of the Corporation's Chief Executive Officer
("CEO"). Pursuant to those requirements, the Committee has prepared this report
for inclusion in the Proxy Statement.
The Compensation/Human Resources Committee was established as a separate
committee of the Board of Directors of the Corporation in the first quarter of
1999. Prior to that time, the compensation of the executive officers of the
Corporation was set by Republic Bank and Trust Company, the Corporation's
principal banking subsidiary. Each of the executive officers is also an
executive officer of the Bank, and is not separately compensated by the
Corporation. The Compensation/Human Resources Committee of the Bank's board of
directors (consisting of Larry Hayes and Sandra Metts Snowden, during 1998) was
responsible for establishing compensation policies, and the Chairman of the
Board played a significant role in determining executive compensation. The
compensation package, consisting of salary, bonus, stock options and other
employee benefits, was intended to be competitive in the marketplace, and to
provide an incentive to meet and exceed individual and corporate performance
goals.
At the end of each calendar (fiscal) year, performance appraisals are
completed on each key executive except the Chairman. The Chairman's compensation
is tied more closely to the profitability of the Corporation than to any other
performance factor. The purpose of the performance appraisals for the remaining
key executives is to provide, as objectively as possible, a documented method
for reviewing their job performance, an appraisal of their potential to be
assigned projects of enhanced responsibility and to provide a written
development plan with specific goals and objectives that will promote further
professional development while providing motivation for superior future
performance. Specific quantitative goals (financial goals) that were established
for each key executive for the year may be tied to operating profits, growth in
loans, deposits and fees, as well as expense control and reduction.
General performance goals may include special projects related to the
Corporation's strategic plan, expansion opportunities, unique marketing
opportunities, customer satisfaction, operation efficiencies, business referrals
and expanded community involvement. The Committee also considers certain
subjective considerations of management effectiveness, maintenance of regulatory
compliance standards and professional leadership. Each key executive's
compensation for the next fiscal year is also determined by evaluating the
degree to which the respective key executive has attained his or her written
goals and objectives.
The Corporation participates in various local and national compensation
surveys for key executives. These surveys are utilized only as a general
guideline for establishing the key executives' levels of compensation. The
Committee recognizes that compensation to key
<PAGE>
executives should be reasonably representative of that typically offered in the
Corporation's market area in order to attract, motivate, reward and retain key
executives. The Committee's philosophy is to provide compensation to key
executives that is not only competitive with that of comparable institutions,
but that also provides retention incentive for the highly skilled management
necessary to ensure the long-term success of the Corporation.
During 1998, the salary and bonus of the Chairman of the Board and the
Chief Executive Officer were increased, and the Chief Executive Officer was
awarded additional options to purchase shares under the Corporation's stock
option plan. The Corporation's performance, the contributions these individuals
made and the Chairman's recommendations were important factors underlying
compensation increases, although the increases were not tied to specific
performance criteria.
The Compensation/Human Resources Committee now has the responsibility of
assuring that the compensation for the Chairman and the Executive Officers
(collectively "key executives") is appropriate. The Committee requires that
there be a specific relationship between executive compensation and the
performance of Republic, but it also recognizes additional factors beyond
financial performance such as salaries paid to peers, attainment of
non-financial corporate objectives and other factors which act to contribute to
shareholder value. The achievement of both annual and long-term corporate
objectives is considered, with the emphasis being placed on annual performance.
Recommendations of the Chairman and CEO are expected to continue to be important
to the Committee's deliberations.
The Committee is also responsible for the overall administration of the
stock option program and other benefit programs. The Corporation's stock option
program provides for the granting of options to those employees that have
demonstrated superior performance and who are deemed by the Committee to be
important to the Corporation's future success, with a view toward maximizing
shareholder value.
MEMBERS OF THE BOARD OF DIRECTORS:
A. Wallace Grafton, Jr.* Larry M. Hayes* D. Harry Jones
Bill Petter R. Wayne Stratton* Samuel G. Swope
Bernard M. Trager Scott Trager Steven E. Trager
* Member of the Compensation/Human Resources Committee
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Certain directors and executive officers, including certain members of the
Compensation/ Human Resources Committee, were clients of and had transactions
with Republic during 1998. Transactions which involved loans or commitments by
the Corporation were made in the ordinary course of business and on
substantially the same terms, including interest rates and
<PAGE>
collateral, as those prevailing at the time for comparable transactions with
other persons and did not involve more than normal risk of collectibility or
present other unfavorable features.
The Corporation's Compensation/Human Resources Committee was established in
the first quarter of 1999. Prior to that time, Bernard Trager, as Chairman of
the Board of Directors, and Steven Trager, as CEO, made recommendations to the
Board in connection with the Board's deliberations concerning executive officer
compensation. See the discussion above under the heading "COMPENSATION COMMITTEE
REPORT."
CERTAIN OTHER RELATIONSHIPS AND RELATED TRANSACTIONS
LEASING ARRANGEMENTS. Within the Louisville, Kentucky, metropolitan area,
the Bank leases space in three buildings, as well as land owned by Bernard
Trager, Chairman of Republic, and Jean Trager, his wife, and partnerships in
which they own controlling interests, including Jaytee, a shareholder of
Republic. Relatives of Bernard Trager, including Steven Trager and Scott Trager,
directors and executive officers of Republic, are also partners in Jaytee. See
notes to the table under "SHARE OWNERSHIP". The buildings include Republic
Corporate Center, which serves as both the Bank's main office and administrative
headquarters in Louisville, Kentucky, and is owned and leased by TEECO
Properties, which is owned by Bernard Trager, as well as the Hurstbourne Parkway
and Bardstown Road banking centers, which are owned and leased by Jaytee. The
leased land is located on U.S. Highway 22 where Republic currently has a
temporary banking center and is owned and leased by Jaytee. Altogether, these
affiliate leases approximate 69,000 square feet and the Bank pays approximately
$104,000 per month, including $5,000 related to the land lease, with lease terms
expiring through June 30, 2008.
Each of the above transactions were obtained on terms comparable to those which
could have been obtained from an unaffiliated party.
TRANSACTIONS WITH DIRECTORS. The law firm of Wyatt, Tarrant & Combs
provides legal services to Republic. A. Wallace Grafton, Jr., a director of the
Bank and Republic, was a partner in Wyatt, Tarrant & Combs, until his retirement
in September, 1998. Fees paid by Republic to Wyatt, Tarrant & Combs totaled
$207,000 in 1998.
OTHER TRANSACTIONS. Steven Trager, a director and executive officer, and
Shelley Trager Lerner, the daughter of Bernard Trager, and Jean Trager, Bernard
Trager's wife, are directors of Bankers Insurance Agency, Inc., a title
insurance agency which provides title insurance coverage to clients of Republic.
These services resulted in commissions to Bankers Insurance Agency of
approximately $1,000,000 in 1998. The majority owner of Bankers Insurance Agency
is Shelley Trager Lerner. Minority shareholders in Bankers Insurance Agency
include Steven Trager, Jean Trager, and the grandchildren of Bernard Trager:
Michael Kusman, Andrew Kusman, Brett Kusman, Kevin Trager and Emily Trager.
Steven Trager and Shelley Trager Lerner are children of Bernard Trager.
<PAGE>
Prior to July, 1998, the Kentucky banking statutes prohibited a majority
shareholder of a state bank (including a bank holding company and, by extension,
the subsidiary bank itself) from acting as agent for title insurance. These
statutory limitations were removed effective July 15, 1998. After the removal of
the statutory limitations, Republic's Board of Directors reexamined the
appropriateness of the Bank acting as a title insurance agent. The Board
concluded that the Bank should not enter the title insurance business at this
time, but should continue to evaluate the feasibility of entering this business
in the future.
INDEBTEDNESS OF MANAGEMENT. Federal banking laws require that all loans or
extensions of credit by the Bank to its executive officers and directors be made
on substantially the same terms, including interest rate and collateral, as
those prevailing at the time for comparable transactions with the general public
and must not involve more than the normal risk of repayment or present other
unfavorable features. In addition, loans made to Bank directors must be approved
in advance by a majority of the disinterested members of the Board of Directors.
The Bank has made loans to executive officers, holders of ten percent (10%)
or more of the shares of any class of its common stock and affiliates and
directors in the ordinary course of business, on substantially the same terms,
including interest rate and collateral, as those prevailing at the time for
comparable transactions with other persons, which loans do not involve more than
the normal risk of collectibility or present other unfavorable features. As of
December 31, 1998, directors and executive officers of Republic had loans
outstanding of $3.5 million.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's officers, directors and greater than 10% beneficial owners to file
reports of ownership and changes in ownership with the SEC. Officers and
directors are required by SEC regulation to furnish the Corporation with copies
of all Section 16(a) forms filed. Based solely upon review of copies of such
forms, or written representations that there were no unreported holdings or
transactions, the Corporation believes that for the most recent fiscal year all
Section 16(a) filing requirements applicable to its officers, directors and ten
percent beneficial owners were complied with on a timely basis except as
follows: Bernard Trager and Larry Hayes each made one (1) late filing covering
one (1) transaction. Steven Trager filed an amended report to correct the share
ownership information reported on his initial Section 16 filing.
<PAGE>
SOLICITATION OF PROXIES
The cost of solicitation of proxies by the Board of Directors will be borne
by the Corporation. Some of the Corporation's directors and officers who will
receive no additional compensation may solicit proxies in person, and by
telephone, telegraph, telecopier, facsimile, and mail from brokerage houses and
other institutions, nominees, fiduciaries and custodians, who will be requested
to forward the proxy materials to beneficial owners of the Class A and Class B
Common Stock. The Corporation will, upon request, reimburse such intermediaries
for their reasonable expenses in forwarding proxy materials but will not pay
fees, commissions, or other compensation.
INDEPENDENT PUBLIC ACCOUNTANTS
At its meeting held on January 11, 1999, the Board of Directors adopted the
recommendation of the Audit Committee and selected Crowe, Chizek and Company LLP
to serve as the Corporation's independent public accountants and auditors for
the fiscal year ending December 31, 1999. Crowe, Chizek and Company LLP has
served as the Corporation's independent public accountants and auditors since
the 1996 fiscal year.
Representatives of Crowe, Chizek and Company LLP are expected to be present at
the Annual Meeting and will be available to respond to appropriate questions and
will have the opportunity to make a statement if they desire to do so.
OTHER MATTERS
The Board of Directors does not know of any matters to be presented to the
Annual Meeting other than that specified above. If, however, any other matters
should come before the Annual Meeting, it is intended that the persons named in
the enclosed Proxy, or their substitutes, will vote such Proxy in accordance
with their best judgment on such matters.
SHAREHOLDER PROPOSALS
Shareholders who desire to present proposals at the 2000 Annual Meeting of
Shareholders must forward them in writing to the President of the Corporation so
that they are received no later than November 13, 1999, in order to be
considered for inclusion in the Corporation's proxy statement for such meeting.
Shareholder proposals submitted after January 27, 2000, will be considered
untimely, and the proxy solicited by the Corporation for next year's Annual
Meeting may confer discretionary authority to vote on any such matters without a
description of them in the proxy statement for that meeting.
<PAGE>
ANNUAL REPORT
The Corporation's Annual Report to Shareholders is enclosed with this proxy
statement. The Annual Report to Shareholders does not form any part of the
material for the solicitation of proxies.
Any shareholder who wishes to obtain a copy, without charge, of the
corporation's Annual Report on Form 10-K for its fiscal year ended December 31,
1998, which includes financial statements and financial statement schedules,
which is required to be filed with the Securities and Exchange Commission, may
contact the Corporate Secretary at 601 West Market Street, Louisville, Kentucky
40202, or at telephone number (502) 561-7112.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ Michael A. Ringswald
Michael A. Ringswald, Secretary
Louisville, Kentucky
March 12, 1999
Please Mark, Date, Sign, and Return the Enclosed Proxy as Promptly as Possible,
Whether or Not You Plan to Attend the Meeting in Person. If You Do Attend the
Meeting, You May Still Vote in Person, Since the Proxy May be Revoked At Any
Time Prior to Its Exercise by Delivering to the Secretary of the Corporation a
Written Revocation of the Proxy.
<PAGE>
PROXY PROXY
REPUBLIC BANCORP, INC
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Republic Bancorp, Inc. hereby nominates and
appoints Larry M. Hayes and R. Wayne Stratton, with power to act without the
other and with full power of substitution, as the undersigned's true and lawful
attorney(s) to vote all of the Class A Common Stock and Class B Common Stock of
Republic Bancorp, Inc. standing in the undersigned's name on the Corporation's
books at the close of business on February 26, 1999, with all the powers the
undersigned would possess if present in person, at the Annual Meeting of
Shareholders to be held on April 21, 1999, or any adjournment thereof.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
(Continued and to be signed on the reverse side)
<PAGE>
<TABLE>
REPUBLIC BANCORP, INC
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
<S> <C> <C> <C> <C>
1. Election of Directors - For All
Nominees: Bernard M. Trager, Steven E. Trager, For Withhold (Except Nominee(s)
Scott Trager, Bill Petter, R. Wayne Stratton, All All written below)
Larry M. Hayes, Sandra Metts Snowdon,
Samuel G. Swope, Charles E. Anderson.
2. In their discretion, the proxies are authorized
(Instructions: To withhold authority to vote for any individual to vote upon such other business as may properly
nominee write that nominees name on the space provided below.) come before the meeting, including matters
incident to its conduct.
---------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1.
If no choice is specified, this proxy will be voted
for the above-named nominees, with the discretionary
authority contained in the proxy statement.
Dated:
---------------------------------------
Signature(s)
---------------------------------------
Please date this proxy and sign your name exactly as
it appears hereon. Persons signing in a representa-
tive capacity should indicate their capacity. A
proxy for shares held in joint ownership should be
signed by each owner.[ ]
</TABLE>
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT!
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
