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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/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)
720281 204
(CUSIP Number)
Bernard M. Trager
601 West Market Street
Louisville, Kentucky 40202
(502) 584-3600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 1999
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e),(f) or (g), check the following
box. /__/
*The remainder of this cover page shall be filled out for a reporting
person's initial fling on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter 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).
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CUSIP NO. - 760281 20 4
(1) Names of Reporting Persons. . . . . . . Bernard M. 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) Source of Funds (see Instructions). . SC
(5) Check if Disclosure
of Legal Proceedings is
Required Pursuant to
Items 2(d) or 2(e). . . . . . . . . .
(6) Citizenship or Place
of Organization. . . . . . . . . . . . U.S.
Number of Shares Beneficially
Owned by Each Reporting Person
With:
(7) Sole Voting Power. . . . . . . . 1,002,006 <F1>
(8) Shared Voting Power. . . . . .. 498,164.9 <F2><F3>
(9) Sole Dispositive Power . . . . . 1,002,006 <F1>
(10) Shared Dispositive Power . . . . 7,625,851 <F3><F4>
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person . . . .8,908,244.9 <F1><F2><F3>
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions). . . . . . .
(13) Percent of Class Represented
by Amount in Row (11) . . . . . . . . . 54.5%
(14) Type of Reporting Person . . . . . . . IN
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<F1>Includes 544,726 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. Does not include an undetermined number of shares
of Class A Common Stock to be allocated to the reporting person under the
Republic Bancorp, Inc. Employee Stock Ownership Plan as of December 31, 1999,
for which the reporting person has not yet received a plan statement.
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<F2>Includes 280,387.9 unallocated shares of Class A Common Stock held
by the Republic Bancorp, Inc. Employee Stock Ownership Plan (the "ESOP"), of
which the reporting person is a member of the Administrative Committee. As a
member of the Administrative Committee, the reporting person shares voting power
over the shares held of record by the ESOP with Mr. William Petter and Mr. Larry
M. Hayes.
<F3>Includes 117,454 shares of Class B Common Stock held by Mrs. Bernard
M. Trager. Also includes 100,323 shares of Class A Common Stock held of record
by Trager Family Foundation, Inc., a 501(c)(3) corporation of which the
reporting person is a director. The reporting person shares voting and
investment power over the shares held by such corporation with Jean S. Trager,
Steven E. Trager and Shelley Trager Lerner, the other directors of such
corporation.
<F4>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
general and a limited partner and the reporting person's wife is a limited
partner of Teebank and Jaytee. The reporting person formerly shared voting power
over the shares held of record by Teebank and Jaytee with Mr. Steven E. Trager,
Mr. Scott Trager and Mr. Sheldon Gilman, as trustee, and shared investment power
over the shares held of record by Teebank and Jaytee with Steven E. Trager, as
co-general partners. Effective 12-31-99 the reporting person resigned from the
voting committees of both Teebank and Jaytee. The reporting person continues to
share investment power over the shares held of record by Teebank and Jaytee with
Mr. Steven E. Trager.
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EXPLANATORY NOTE
Effective 12-31-99 the reporting person resigned from the voting committees of
both Teebank Family Limited Partnership ("Teebank") and Jaytee Properties
Limited Partnership ("Jaytee"). This amendment is being filed to reflect that
the reporting person no longer shares voting power over the securities of the
Issuer held by Teebank and Jaytee. The reporting person retains investment power
over the shares held of record by Teebank and Jaytee with Mr. Steven E. Trager,
as co-general partners. In addition, this amendment updates holdings of the
reporting person as of the filing date.
Item 1. Security and Issuer.
The class of equity securities to which this statement relates
is the Class A Common Stock, no par value, of Republic Bancorp, Inc., a Kentucky
corporation (the "Issuer").
The Issuer's principal executive office is located at 601 West
Market Street, Louisville, Kentucky 40202.
Item 2. Identity and Background.
(a) The reporting person under this Form 13D is Bernard M.
Trager.
(b) The business address of the reporting person is 601 West
Market Street, Louisville, Kentucky 40202.
(c) The reporting person's principal occupation is Chairman
and Director of Republic Bancorp, Inc., a bank holding company headquartered
in Louisville, Kentucky, 601 West Market Street, Louisville, Kentucky 40202.
(d) During the past five years, the reporting person has not
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, the reporting person has not
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) The reporting person is a citizen of the United States.
Item 3. Sources and Amount of Funds or Other Consideration.
On January 29, 1999, in Louisville, Kentucky, the ESOP
purchased 200,000 shares of Class A Common Stock of the Issuer at a price of
$12.91 per share from the reporting person, and purchased 100,000 shares of
Class A Common Stock of the Issuer at a price of $12.91 per share from Banker's
Insurance Agency, Inc. The ESOP borrowed an aggregate of $3,873,000 to finance
such acquisitions from the Issuer, pursuant to a Loan Agreement, Note, and Stock
Pledge Agreement previously filed as exhibits hereto. The reporting person is a
member of the Administrative Committee of the ESOP, and, as such, shares voting
power
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over the 280,388 shares of unallocated Class A Common Stock held by the ESOP.
Item 4. Purpose of Transaction.
The ESOP acquired the securities of the Issuer for the benefit
of participants of the ESOP, and to allow such participants to acquire
securities of the Issuer for investment purposes upon allocation of such
securities pursuant to the terms of the ESOP. Depending on market conditions and
other factors that the reporting person may deem relevant to investment
decisions, the reporting person may, individually, in his capacity as a general
partner of Teebank or Jaytee, as a member of the Administrative Committee of the
ESOP, or as a member of the board of directors of the Trager Family Foundation,
Inc., purchase additional shares of Class A Common Stock in the open market or
in private transactions. Depending on these same factors, the reporting person
may sell all or a portion of the shares of the Class A Common Stock that he now
owns or hereafter may acquire, individually, in his capacity as a general
partner of Teebank or Jaytee, as a member of the Administrative Committee of the
ESOP, or as a member of the board of directors of the Trager Family Foundation,
Inc., on the open market or in private transactions. In addition, the reporting
person is a director and Chairman of the Issuer, and, in those capacities has
the ability to influence the Issuer's activities and pursue opportunities
available to the Issuer.
Except as set forth in this Item 4, the reporting person does
not have any present plans or proposals which relate to or would result in: (i)
the acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer, (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation involving the
Issuer or any of its subsidiaries, (iii) a sale or transfer of a material amount
of assets of the Issuer or of any of its subsidiaries, (iv) any change in the
present board of directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board, (v) any material change in the present capitalization or
dividend policy of the Issuer, (vi) any other material change in the Issuer's
business or corporate structure, (vii) changes in the Issuer's charter, bylaws
or instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person, (viii) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association, (ix) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, or (x) any action similar to
any of those enumerated above.
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Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of shares of the Class A Common Stock
that the reporting person owns beneficially, pursuant to Rule 13d-3 under the
Act, is 8,908,244.9 which constitutes approximately 54.5% of the Class A Common
Stock deemed outstanding pursuant to Rule 13d-3 under the Act.<F1><F2><F3>
(b) Sole Voting Power. . . . . . . 1,002,006 <F1>
Shared Voting Power. . . . . . 498,164.9 <F2><F3>
Sole Dispositive Power . . . . 1,002,006 <F1>
Shared Dispositive Power . . . 7,625,851 <F3><F4>
The reporting person shares the power to vote and/or direct
the disposition of such securities with the following persons whose business or
residence addresses and principal occupations are as follows: (a) Steven E.
Trager, 601 W. Market Street, Louisville, Kentucky 40202, President and CEO of
the Issuer and Chairman and CEO of Republic Bank & Trust Company (the "Bank"),
601 W. Market Street, Louisville, Kentucky 40202; (b) Scott Trager, 601 W.
Market Street, Louisville, Kentucky 40202, Vice Chairman of the Issuer and
President of the Bank; (c) Sheldon Gilman, as trustee, 462 S. Fourth Street,
Ste. 500, Louisville, Kentucky 40202, Attorney, Lynch Cox Gilman & Mahan, PSC,
462 S. Fourth Street, Louisville, Kentucky 40202; (d) William Petter, 601 W.
Market Street, Louisville, Kentucky 40202, Vice Chairman and Chief Operating
Officer of the Issuer and Executive Vice President of the Bank; (e) Larry M.
Hayes, P. O. Box 11666, Lexington, Kentucky 40577, President of Midwest
Construction Company, Inc., P. O. Box 11666, Lexington, Kentucky 40577; (f) Jean
S. Trager, the reporting person's spouse, 601 W. Market Street, Louisville,
Kentucky 40202, employed by Banker's Insurance Agency, 601 W. Market Street,
Louisville, Kentucky 40202; and (g) Shelley Trager Lerner, 601 W. Market Street,
Louisville, Kentucky 40202, President, Banker's Insurance Agency, 601 W. Market
Street, Louisville, Kentucky 40202. All of such persons are U.S. citizens, and
none of such persons have been convicted in or is a party to a proceeding
described in Items 2(d) or 2(e).
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<F1>Includes 544,726 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. Does not include an undetermined number of shares
of Class A Common Stock to be allocated to the reporting person under the
Republic Bancorp, Inc. Employee Stock Ownership Plan as of December 31, 1999,
for which the reporting person has not yet received a plan statement.
<F2>Includes 280,387.9 unallocated shares of Class A Common Stock held
by the Republic Bancorp, Inc. Employee Stock Ownership Plan (the "ESOP"), of
which the reporting person is a member of the Administrative Committee. As a
member of the Administrative Committee, the reporting person shares voting power
over the shares held of record by the ESOP with Mr. William Petter and Mr. Larry
M. Hayes.
<F3> Includes 117,454 shares of Class B Common Stock held by Mrs.
Bernard M. Trager. Also includes 100,323 shares of Class A Common Stock held of
record by Trager Family Foundation, Inc., a 501(c)(3) corporation of which the
reporting person is a director. The reporting person shares voting and
investment power over the shares held by such corporation with Jean S. Trager,
Steven E. Trager and Shelley Trager Lerner, the other directors of such
corporation.
<F4>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
general and a limited partner and the reporting person's wife is a limited
partner of Teebank and Jaytee. The reporting person formerly shared voting and
investment power over the shares held of record by Teebank and Jaytee with Mr.
Steven E. Trager, Mr. Scott Trager and Mr. Sheldon Gilman, as trustee. Effective
12-31-99 the reporting person resigned from the voting committees of both
Teebank and Jaytee. The reporting person continues to share investment power
over the shares held of record by Teebank and Jaytee with Mr. Steven E. Trager
as co-general partners.
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(c) Except pursuant to the ESOP transactions described in Item
3, and except for (i) the allocation of 19,612.2 shares to participants in the
ESOP as of December 31, 1999; (ii) a gift made in Louisville, Kentucky on
December 6, 1999 of 3,150 shares of Class A Common Stock from the reporting
person to the Trager Family Foundation, Inc.which does not affect the reporting
persons beneficial ownership of such shares under Rule 13d-3; and (iii) several
gifts by the reporting person in December, 1999 of limited partnership units of
Teebank and Jaytee, which gifts do not affect the reporting person's beneficial
ownership under Rule 13d-3 of the securities of the Issuer held by such
partnerships, the reporting person has not effected any transactions in shares
of the Class A Common Stock since the reporting person's most recent filing on
Schedule 13D.
(d) The reporting person shares investment power over the
shares held of record by Teebank and Jaytee with Mr. Steven E. Trager, as
co-general partners, and as such they may have the power to direct the receipt
of dividends from, or the proceeds from the sale of, the Issuer's securities.
The reporting person shares voting and investment power over shares of Class A
Common Stock held of record by the Trager Family Foundation, Inc. with Jean S.
Trager, Steven E. Trager and Shelley Trager Lerner, the other directors of such
corporation, 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, Steven E. Trager, Scott 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.
Members of the Investment Committee of the ESOP may have the
power to direct the receipt of dividends from, or the proceeds from the sales of
such securities. In addition, participants in the ESOP may have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of such securities.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The ESOP, the Loan Agreement, Note and Stock Pledge Agreement
entered into between the Issuer and the ESOP, and the limited partnership
agreements of Jaytee and Teebank contain certain provisions that may affect
transfer or voting of securities of the Issuer. The description set forth in
this Item 6 of such agreements does not purport to be complete and is qualified
in its entirety by reference to such agreements, which were previously filed as
Exhibits 99.1 - 99.6 to the Schedule 13D filed on 2/8/99, and reference is
hereby made to such documents. The reporting person is not otherwise a party to
any contract, arrangement, understanding or relationship (legal or otherwise)
with respect to any securities of the Issuer, including but not limited to
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
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Item 7. Material to be filed as Exhibits.
*Exhibit 99.1 Republic Bancorp, Inc. Employee Stock Ownership
Plan
*Exhibit 99.2 ESOP Loan Agreement
*Exhibit 99.3 ESOP Promissory Note
*Exhibit 99.4 Stock Pledge Agreement
*Exhibit 99.5 Limited Partnership Agreement of Jaytee Properties
Limited Partnership
*Exhibit 99.6 Limited Partnership Agreement of Teebank Family
Limited Partnership
*Previously filed
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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.
/S/ BERNARD M. TRAGER
Bernard M. Trager
Date: February 11, 2000
