<PAGE> 1
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...........................Steven E. 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.................................85,000<F1>
(6) Shared Voting Power............................7,513,397<F2>
(7) Sole Dispositive Power............................85,000<F1>
(8) Shared Dispositive Power.......................7,513,397<F2>
(9) Aggregate Amount Beneficially
Owned by Each Reporting Person.......................7,598,397<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 48.4%
(12) Type of Reporting Person (See
Instructions)......................................................IN
- ---------
<F1>Includes 15,000 shares of Class B Common Stock held by the
reporting person which is immediately convertible into Class A Common Stock on a
one share for one share basis. 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 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 trusts for the benefit of, among others, the
Page 2 of 8
<PAGE> 3
- --------------------------------------------------------------------------------
SCHEDULE 13G
CUSIP NO. 760281 204
- --------------------------------------------------------------------------------
reporting person, his wife and the reporting person's two minor children, are
limited partners, of Teebank and Jaytee. The reporting person shares voting
power over the shares held of record by Teebank and Jaytee with Scott Trager and
Sheldon G. Gilman, as trustee. The reporting person shares investment power over
the shares held of record by Teebank and Jaytee with Bernard M. Trager, as
co-general partners. Also includes 5,000 shares of Class A Common Stock held by
Mrs. Steven E. 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,
Bernard M. Trager and Shelley Trager Lerner, the other directors of such
corporation.
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:
Steven E. 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
- --------------------------------------------------------------------------------
SCHEDULE 13G
CUSIP NO. 760281 204
- --------------------------------------------------------------------------------
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or Dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Section 240.13d-1(c), check this box. [ ]
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the Issuer identified in Item 1.
Page 4 of 8
<PAGE> 5
- --------------------------------------------------------------------------------
SCHEDULE 13G
CUSIP NO. 760281 204
- --------------------------------------------------------------------------------
(a) Amount Beneficially Owned: Steven E. Trager is the beneficial
owner of 7,598,397 shares of Class A Common Stock of Republic Bancorp,
Inc.<F1><F2>
(b) Percent of Class: Steven E. Trager is the beneficial owner of
48.4% 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
85,000<F1>
(ii) Shared power to vote or to direct the vote
7,513,397<F2>
(iii) Sole power to dispose or to direct the disposition of
85,000<F1>
(iv) Shared power to dispose or to direct the disposition of
7,513,397<F2>
Instruction. For computations regarding securities which represent
a right to acquire an underlying security see Section
240.13d-3(d)(1).
- ------------
<F1>Includes 15,000 shares of Class B Common Stock held by the
reporting person which is immediately convertible into Class A Common Stock on a
one share for one share basis. 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 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 general and a limited partner, and trusts for the benefit of, among others,
the reporting person, his wife and the reporting person's two minor children,
are limited partners, of Teebank and Jaytee. The reporting person shares voting
Page 5 of 8
<PAGE> 6
- --------------------------------------------------------------------------------
SCHEDULE 13G
CUSIP NO. 760281 204
- --------------------------------------------------------------------------------
power over the shares held of record by Teebank and Jaytee with Scott Trager and
Sheldon G. Gilman, as trustee. The reporting person shares investment power over
the shares held of record by Teebank and Jaytee with Bernard M. Trager, as
co-general partners. Also includes 5,000 shares of Class A Common Stock held by
Mrs. Steven E. 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,
Bernard M. Trager and Shelley Trager Lerner, the other directors of such
corporation.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
The reporting person shares 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, 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 Bernard M. Trager, Jean S. 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, Bernard M. Trager, Scott Trager and
Sheldon G. Gilman as trustee (each a beneficial owner of more than five percent
of the class), among others, are limited partners of Teebank and Jaytee, and
thereby possess the right to receive dividends from or the proceeds from the
sale of pro rata interests in the Issuer's securities upon distribution of
assets from Teebank and Jaytee.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
If a parent holding company has filed this Schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this Schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.
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.
February 11, 2000 /S/ Steven E. Trager
-----------------------------------
Steven E. Trager
Page 8 of 8
