REPUBLIC BANCORP INC /KY/
SC 13G/A, 1999-10-04
STATE COMMERCIAL BANKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13G/A

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

                             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

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................................133,822.7<F1>
         (6)      Shared Voting Power..............................7,413,838<F2>
         (7)      Sole Dispositive Power...........................133,822.7<F1>
         (8)      Shared Dispositive Power.........................7,413,838<F2>

(9)      Aggregate Amount Beneficially
         Owned by Each Reporting Person......................7,547,660.7<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 21,222 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  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 2 of 8

<PAGE>  3



                                EXPLANATORY NOTE:

         The  purpose of this  Amendment  is to correct  the number of shares of
Class A Common Stock of the Issuer reported as being  beneficially  owned by Mr.
Scott  Trager in his  Schedule  13G  filed on  February  11,  1999.  Mr.  Trager
inadvertently  omitted from his previously reported beneficial  ownership totals
12,370.7 shares of Class A common Stock  (including 980 shares of Class B common
stock of the Issuer  which are  convertible  into Class A Common  Stock on a one
share for one share basis), which are held in the Issuer's Section 401(k) plan.

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>  4



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.

         (a)  Amount Beneficially Owned:  Scott Trager is the  beneficial  owner
of 7,547,660.7 shares of Class A Common Stock of Republic Bancorp, Inc.<F1><F2>


                                    Page 4 of 8

<PAGE>  5



         (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

                           133,822.7<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

                           133,822.7<F1>


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

                           7,413,838<F1><F2>

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

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 [ ].

- ------------
         <F1>Includes 21,222 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  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

<PAGE>  6




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 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  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, or 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.


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.



                                    Page 6 of 8

<PAGE>  7


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
                                   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.



September 28, 1999                /S/ SCOTT TRAGER
                                  Scott Trager





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