-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V7WKEA2rT3J7vjE/dbU8CGpRa83DKgOGqiqtWeuDEHKF2so0XxoYHkC/55uObJEL XAnbIq3Ml6r8E1Qi/QutXg== 0000940397-02-000012.txt : 20020414 0000940397-02-000012.hdr.sgml : 20020414 ACCESSION NUMBER: 0000940397-02-000012 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REPUBLIC BANCORP INC /KY/ CENTRAL INDEX KEY: 0000921557 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 610862051 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55299 FILM NUMBER: 02537222 BUSINESS ADDRESS: STREET 1: REPUBLIC CORPORATE CENTER STREET 2: 601 WEST MARKET ST CITY: LOUISVILLE STATE: KY ZIP: 40202 BUSINESS PHONE: 5025843600 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRAGER SCOTT CENTRAL INDEX KEY: 0001078588 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 601 WEST MARKET STREET CITY: LOUISVILLE STATE: KY ZIP: 40202 BUSINESS PHONE: 5025608628 SC 13G/A 1 scott13ga3.txt SCOTT TRAEGER NO. 3 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* REPUBLIC BANCORP, INC. (Name of Issuer) CLASS A COMMON STOCK, NO PAR VALUE (Title of Class of Securities) 760281 204 (CUSIP Number) December 31, 2001 (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). 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...........................172,065.3 (1) (6) Shared Voting Power.......................7,428,360 (2)(3) (7) Sole Dispositive Power......................171,489.7 (4) (8) Shared Dispositive Power.....................20,286 (3) (9) Aggregate Amount Beneficially Owned by Each Reporting Person..................7,600,425.3 (1)(2)(3) (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)...........................................[ ] (11) Percent of Class Represented by Amount in Row 9 50.1%(5) (12) Type of Reporting Person (See Instructions)........................................................IN - --------- (1) Includes 29,262 shares of Class B Common Stock held by the reporting person and 980 shares of Class B Common Stock held in the Issuer's 401(k) plan. Class B Common Stock is immediately convertible into Class A Common Stock on a one share for one share basis. Also includes 575.6 shares of Class A Common Stock allocated to the reporting person under the Republic Bancorp, Inc. Employee Stock Ownership Plan (the "ESOP"), and 17,137.7 shares of Class A Common Stock held in the Issuer's 401(k) plan. Does not include an undetermined number of shares of Class A Common Stock to be allocated to the reporting person under the ESOP as of December 31, 2001, for which the reporting person has not yet received a plan statement. (2) 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 power over the shares held of record by Teebank and Jaytee with Steven E. Trager and Sheldon Gilman, as trustee. (3)Includes 16,906 shares of Class A Common Stock and 3,380 shares of Class B Common Stock held by a family trust of which the reporting person is a co-trustee and a beneficiary, and as such shares voting and investment power over such shares. (4)Includes all of the shares described in Footnote 1 except 575.6 shares of Class A Common Stock allocated to the reporting person under the ESOP, over which the reporting person has no dispositive power. (5)The increase in the reporting person's beneficial ownership percentage resulted in large part from a decrease in the outstanding shares of the Issuer's Class A Common Stock due to the Issuer's dutch auction tender offer and its stock buy back program. Page 2 of 8 3 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 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 7,600,425.3 shares of Class A Common Stock of Republic Bancorp, Inc.(1)(2)(3) Page 4 of 8 5 (b) Percent of Class: Scott Trager is the beneficial owner of 50.1% of the Class A Common Stock of Republic Bancorp, Inc. (5) (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 172,065.3 (1) (ii) Shared power to vote or to direct the vote 7,428,360 (2)(3) (iii) Sole power to dispose or to direct the disposition of 171,489.7 (4) (iv) Shared power to dispose or to direct the disposition of 20,286(3) 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 [ ]. - ------------ (1) Includes 29,262 shares of Class B Common Stock held by the reporting person and 980 shares of Class B Common Stock held in the Issuer's 401(k) plan. Class B Common Stock is immediately convertible into Class A Common Stock on a one share for one share basis. Also includes 575.6 shares of Class A Common Stock allocated to the reporting person under the Republic Bancorp, Inc. Employee Stock Ownership Plan (the "ESOP"), and 17,137.7 shares of Class A Common Stock held in the Issuer's 401(k) plan. Does not include an undetermined number of shares of Class A Common Stock to be allocated to the reporting person under the ESOP as of December 31, 2001, for which the reporting person has not yet received a plan statement. (2)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 power over the shares held of record by Teebank and Jaytee with Steven E. Trager and Sheldon Gilman, as trustee. (3)Includes 16,906 shares of Class A Common Stock and 3,380 shares of Class B Common Stock held by a family trust of which the reporting person is a co-trustee and a beneficiary, and as such shares voting and investment power over such shares. (4)Includes all of the shares described in Footnote 1 except 575.6 shares of Class A Common Stock allocated to the reporting person under the ESOP, over which the reporting person has no dispositive power. (5)The increase in the reporting person's beneficial ownership percentage resulted in large part from a decrease in the outstanding shares of the Issuer's Class A Common Stock due to the Issuer's dutch auction tender offer and its stock buy back program. Page 5 of 8 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 a family trust with the co-trustee of such trust, and such co-trustees may have the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer's securities. Beneficiaries of the family trust 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. As co-general partners of Teebank and Jaytee,(each a beneficial owner of more than five percent of the class) Bernard M. Trager and Steven E. Trager (each a beneficial owner of more than five percent of the class) share investment power over shares of Class A Common Stock and Class B Common Stock held of record by Teebank and Jaytee, and as such 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 (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 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 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. February 11, 2002 /S/ SCOTT TRAGER Scott Trager Page 8 of 8 -----END PRIVACY-ENHANCED MESSAGE-----