REPUBLIC BANCORP INC /KY/
SC 13G/A, 2000-02-11
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)


                                  December 31, 1999
             (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.............................Teebank Family
                                                           Limited Partnership

         I.R.S. Identification Nos. of
         Above Persons (entities only)............................. 61-1332372

(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...............................KY

Number of Shares Beneficially
Owned by Each Reporting Person
With:

         (5)      Sole Voting Power..............................6,667,596<F1>
         (6)      Shared Voting Power....................................0
         (7)      Sole Dispositive Power.........................6,667,596<F1>
         (8)      Shared Dispositive Power...............................0

(9)      Aggregate Amount Beneficially
         Owned by Each Reporting Person..........................6,667,596<F1>

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

(11)     Percent of Class Represented
         by Amount in Row 9                                              42.8%

(12)     Type of Reporting Person (See
         Instructions)................................PN (limited partnership)
- ---------
     <F1>Includes  763,984  shares of Class B Common Stock (which is immediately
convertible  into Class A Common  Stock on a one share for one share basis) held
of record by the reporting  person.  Voting power over the shares held of record
by the reporting person is exercised  through a voting  committee  consisting of
Steven E. Trager,  Scott Trager and Sheldon G.  Gilman,  as trustee.  Investment
power over the shares held of record by the  reporting  person is  exercised  by
Bernard M. Trager and Steven E. Trager, the co-general partners of the reporting
person.


                                    Page 2 of 8

<PAGE> 3


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


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:

     Teebank Family Limited Partnership


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

     7413 Cedar Bluff Court
     Prospect, Kentucky  40059


ITEM 2(c).  CITIZENSHIP:

     Kentucky


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

     Class A Common Stock, no par value per share


ITEM 2(e).  CUSIP NUMBER:

     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).

                                    Page 3 of 8

<PAGE>  4


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



         (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:  Teebank Family Limited Partnership  is
the  beneficial  owner of  6,667,596  shares of Class A Common Stock of Republic
Bancorp, Inc.<F1>

         (b)  Percent  of  Class:  Teebank  Family  Limited  Partnership  is the
beneficial owner of 42.8% of the Class A Common Stock of Republic Bancorp, Inc.


                                    Page 4 of 8

<PAGE>  5


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


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

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

                      6,667,596<F1>


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

                      0


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

                      6,667,596<F1>


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

                      0

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

- ------------
     <F1>Includes  763,984  shares of Class B Common Stock (which is immediately
convertible  into Class A Common  Stock on a one share for one share basis) held
of record by the reporting  person.  Voting power over the shares held of record
by the reporting person is exercised  through a voting  committee  consisting of
Steven E. Trager,  Scott Trager and Sheldon G.  Gilman,  as trustee.  Investment
power over the shares held of record by the  reporting  person is  exercised  by
Bernard M. Trager and Steven E. Trager, the co-general partners of the reporting
person.


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 [ ].



                                    Page 5 of 8

<PAGE>  6


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


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.

         Voting  power  over  shares of Class A Common  Stock and Class B Common
Stock  held of record by the  reporting  person  is  exercised  through a voting
committee consisting of Steven E. Trager, Scott Trager and Sheldon G. Gilman, as
trustee  (each a  beneficial  owner of more than  five  percent  of the  class).
Investment  power over shares of Class A Common  Stock and Class B Common  Stock
held of record by the  reporting  person is  exercised  by Bernard M. Trager and
Steven E.  Trager,  (each a  beneficial  owner of more than five  percent of the
class),  the co-general  partners of the reporting person,  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, Scott Trager and Sheldon G. Gilman as trustee, among others, are limited
partners  of the  reporting  person,  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 the reporting person.


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


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


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.

                                       Teebank Family Limited Partnership



February 11, 2000                      By: /S/ Steven E. Trager
                                       --------------------------------
                                       Steven E. Trager, General Partner





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