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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. 5)*
REPUBLIC BANCORP, INC.
(Name of Issuer)
CLASS A COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
760281 204
(CUSIP Number)
December 31, 2004
(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).
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SCHEDULE 13G/A
CUSIP NO. 760281 204
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(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...........................102,587.0 (1)(2)
(6) Shared Voting Power.......................8,119,066.1 (1)(3)
(7) Sole Dispositive Power......................102,587.0 (1)(2)
(8) Shared Dispositive Power..................8,119,066.1 (1)(3)
(9) Aggregate Amount Beneficially
Owned by Each Reporting Person....................8,221,653.1 (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 48.2 (4)
(12) Type of Reporting Person (See
Instructions)......................................................IN
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(1) Reflects a stock dividend declared on March 18, 2004, of .05
shares of Class A Common Stock per outstanding share of Class A Common Stock and
.05 shares of Class B Common Stock per outstanding share of Class B Common
Stock, paid to holders of record on March 30, 2004.
(2) Includes 14,700 shares of Class B Common Stock held by the
reporting person and 1,050 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 5,250 shares of Class A
Common that can be acquired under a currently exercisable option, 1,544.0 shares
of Class A Common Stock allocated to the reporting person under the Republic
Bancorp, Inc. Employee Stock Ownership Plan (the "ESOP"), and 6,543 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, 2004, for which the reporting
person has not yet received a plan statement.
(3) Includes 6,198,792 shares of Class A Common Stock held of record
by Teebank Family Limited Partnership ("Teebank"), 802,183 shares of Class B
Common Stock held of record by Teebank, 647,938 shares of Class A Common Stock
held of record by Jaytee Properties Limited Partnership ("Jaytee"), and 145,182
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
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SCHEDULE 13G/A
CUSIP NO. 760281 204
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reporting person, his wife and the reporting person's two minor children, are
limited partners, of Teebank and Jaytee. Also includes 186,193.1229 unallocated
shares of Class A Common Stock held by the ESOP, of which the reporting person
is a member of the Administrative and Investment Committees. Also includes 6,460
shares of Class A Common Stock held by Mrs. Steven E. Trager. Also includes
132,318 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.
(4) Percentage was calculated based on the number of shares of Class A
Common Stock outstanding as of December 31, 2004 (16,095,148) plus the
securities beneficially owned by the reporting person that are currently
exercisable for or convertible into shares of Class A Common Stock (968,365).
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
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SCHEDULE 13G/A
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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.
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SCHEDULE 13G/A
CUSIP NO. 760281 204
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(a) Amount Beneficially Owned: Steven E. Trager is the beneficial owner
of 8,213,012.1 shares of Class A Common Stock of Republic Bancorp, Inc.(1)(2)(3)
(b) Percent of Class: Steven E. Trager is the beneficial owner of
48.2% of the Class A Common Stock of Republic Bancorp, Inc.(4)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
102,587.0(1)(2)
(ii) Shared power to vote or to direct the vote
8,119,066.1(1)(3)
(iii) Sole power to dispose or to direct the disposition of
102,587.0(1)(2)
(iv) Shared power to dispose or to direct the disposition of
8,119,066.1(1)(3)
Instruction. For computations regarding securities which represent
a right to acquire an underlying security see Section
240.13d-3(d)(1).
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(1) Reflects a stock dividend declared on March 18, 2004, of .05
shares of Class A Common Stock per outstanding share of Class A Common Stock,
and .05 shares of Class B Common Stock per outstanding share of Class B Common
Stock, paid to holders of record on March 30, 2004.
(2) Includes 14,700 shares of Class B Common Stock held by the
reporting person and 1,050 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 5,250 shares of Class A
Common that can be acquired under a currently exercisable option, 1,544.012
shares of Class A Common Stock allocated to the reporting person under the
Republic Bancorp, Inc. Employee Stock Ownership Plan (the "ESOP"), and 6,543
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, 2004, for which the
reporting person has not yet received a plan statement.
(3) Includes 6,198,792 shares of Class A Common Stock held of record
by Teebank, 802,183 shares of Class B Common Stock held of record by Teebank,
647,938 shares of Class A Common Stock held of record by Jaytee, and 145,182
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. Also includes 186,193.1229
unallocated
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SCHEDULE 13G/A
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shares of Class A Common Stock held by the ESOP, of which the reporting person
is a member of the Administative and Investment Committees. Also includes 6,460
shares of Class A Common Stock held by Mrs. Steven E. Trager. Also includes
132,318 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.
(4) Percentage was calculated based on the number of shares of Class A
Common Stock outstanding as of December 31, 2004 (16,095,148) plus the
securities beneficially owned by the reporting person that are currently
exercisable for or convertible into shares of Class A Common Stock (968,365).
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 and Bernard M. Trager, as co-general partners, may
have the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Issuer's securities held by Teebank (a beneficial owner of more
than five percent of the class) and Jaytee. The reporting person, with Bernard
M. Trager, Jean S. Trager and Shelley Trager Kusman, the other directors of
Trager Family Foundation, Inc. may have the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Issuer's securities by
such corporation. As the holder of 6,460 shares of Class A Common Stock, Mrs.
Steven Trager may have the right to receive and the power to direct the receipt
of dividends from, or the proceeds from the sale of, such shares. 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.
Members of the Administrative Committee of the ESOP may have the power
to direct the receipt of dividends from, or proceeds from the sale 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 proceeds from the sale
of such securities.
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SCHEDULE 13G/A
CUSIP NO. 760281 204
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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.
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(j) 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.
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SCHEDULE 13G/A
CUSIP NO. 760281 204
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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.
2/14/05 /s/ STEVEN E. TRAGER
Steven E. Trager
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