republic bernard 13da 2006
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the
Securities Exchange Act of 1934
(Amendment
No. 6)*
REPUBLIC
BANCORP, INC.
(Name
of
Issuer)
CLASS
A
COMMON STOCK, NO PAR VALUE
(Title
of
Class of Securities)
760281
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)
October
27, 2005
(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 filing 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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(1)
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Names
of Reporting Persons
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Bernard
M. Trager
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I.R.S.
Identification Nos. of Above Persons (entities only)
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(2)
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
(b)
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[
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[
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(3)
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SEC
Use Only
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(4)
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Source
of Funds (see Instructions)
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00,
PF
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(5)
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or
2(e)
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(6)
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Citizenship
or Place
of
Organization
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U.S.
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Number
of
Shares Beneficially Owned by Each Reporting Person With:
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(7)
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Sole
Voting Power
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1,018,119.4
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(1)
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(8)
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Shared
Voting Power
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445,576.4
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(2)(3)
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(9)
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Sole
Dispositive Power
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1,018,119.4
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(1)
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(10)
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Shared
Dispositive Power
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8,471,647.0
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(3)(4)
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(11)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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9,647,493.9
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(1)(2)(3)(4)
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(12)
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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(13)
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Percent
of Class Represented by Amount in Row (11)
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52.9%
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(5)
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(14)
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Type
of Reporting Person
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IN
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(1) Includes
608,047 shares of Class B Common Stock of the Issuer held by the reporting
person and 1,102 shares of Class B Common Stock of Issuer 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 1,716.4 shares of Class
A Common Stock allocated to the reporting person under the Republic Bancorp,
Inc. Employee Stock Ownership Plan (the “ESOP”), and 7,158 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, 2005, for which the reporting person has
not
yet received a plan statement.
(2) Includes
157,727.4 unallocated shares of Class A Common Stock held by the ESOP, of which
the reporting person is a member of the Administrative Committee.
(3) Includes
129,492 shares of Class B Common Stock held by the reporting person’s spouse,
Jean S. Trager. Also includes 158,357 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) Includes
6,508,731 shares of Class A Common Stock held of record by Teebank Family
Limited Partnership (“Teebank”), 842,292 shares of Class B Common Stock held of
record by Teebank, 680,334 shares of Class A Common Stock held of record by
Jaytee Properties Limited Partnership (“Jaytee”), and 152,441 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 spouse is a limited partner of
Teebank and Jaytee.
(5) Percentage
was calculated based on the number of shares of Class A Common Stock outstanding
as of December 31, 2005 (16,494,429) plus the securities beneficially owned
by
the reporting person that are currently convertible into shares of Class A
Common Stock (1,733,374).
EXPLANATORY
NOTE
The
purpose of this Amendment No. 6 to the Schedule 13D filed February 8, 1999
(the
“Schedule 13D”), is to reflect a one percent (1%) increase in the reporting
person’s percentage ownership as a result of share repurchases by Republic
Bancorp, Inc., a Kentucky corporation (the “Issuer”). This Amendment No. 6
amends Items 3 and 5 of Amendments No. 1, 2, 3, 4, and 5, and the Schedule
13D
to reflect updated holdings for the reporting person. Unless otherwise
indicated, all capitalized terms used but not defined herein shall have the
same
meanings as set forth in the Schedule 13D, as amended.
Item
1. Security
and Issuer
Not
amended.
Item
2. Identity
and Background
Not
amended.
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 over
the
157,727.4 currently unallocated shares of Class A Common Stock held by the
ESOP.
On
January 21, 2004, in Louisville, Kentucky, Jaytee Properties Limited Partnership
(“Jaytee”) purchased a total of 3,050 shares of Class B Common Stock of the
Issuer in a private transaction. Class B Common Stock is immediately convertible
into Class A Common Stock on a one share for one share basis The purchase price
for the shares was $19.95 per share, and Jaytee employed working capital to
make
the purchase. The reporting person is a general and a limited partner of Jaytee,
and the reporting person’s spouse is a limited partner of Jaytee.
On
February 7, 2005, in Louisville, Kentucky, the reporting person exchanged 525
shares of Class A Common Stock for 525 shares of Class B Common Stock in a
private transaction. The Class A Common Stock had an opening market price of
$27.09 per share on the date of the transaction.
On
November 28, 2005, the reporting person received a required minimum distribution
of 2,599 shares of Class B Common Stock from the reporting person’s
IRA.
On
December 21, 2005, in Louisville, Kentucky, the reporting person received a
required minimum distribution of 100 shares of Class A Common Stock from the
ESOP.
Item
4. Purpose
of Transaction
Not
amended.
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 9,647,493.9, which
constitutes approximately 52.9% of the Class A Common Stock deemed outstanding
pursuant to Rule 13d-3 under the Act. (1) (2) (3) (4)
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(b)
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Sole
Voting Power
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1,018,119.4
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(1)
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Shared
Voting Power
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445,576.4
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(2)(3)
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Sole
Dispositive Power
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1,018,119.4
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(1)
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Shared
Dispositive Power
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8,471,647.0
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(3)(4)
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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, 500 W. Jefferson Street, 21st Floor, Louisville,
Kentucky 40202, Attorney, Lynch Cox Gilman & Mahan, PSC, 500 W. Jefferson
Street, 21st Floor, 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) Jean S.
Trager, the reporting person’s spouse, 6001 Orion Road, Louisville, Kentucky
40222; and (f) Shelley Trager Kusman, 7413 Cedar Bluff Court, Prospect, Kentucky
40059, President, Banker’s Insurance Agency, 7413 Cedar Bluff Court, Prospect,
Kentucky 40059. All of such persons are U.S. citizens, and none of such persons
has been convicted in or is a party to a proceeding described in Items 2(d)
or
2(e).
(1) Includes
608,047 shares of Class B Common Stock of the Issuer held by the reporting
person and 1,102 shares of Class B Common Stock of Issuer 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 1,716.44 shares of
Class
A Common Stock allocated to the reporting person under the Republic Bancorp,
Inc. Employee Stock Ownership Plan (the “ESOP”), and 7,158 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, 2005, for which the reporting person has
not
yet received a plan statement.
(2) Includes
157,727.4 unallocated shares of Class A Common Stock held by the ESOP, of which
the reporting person is a member of the Administrative Committee.
(3) Includes
129,492 shares of Class B Common Stock held by the reporting person’s spouse,
Jean S. Trager. Also includes 158,357 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) Includes
6,508,731 shares of Class A Common Stock held of record by Teebank Family
Limited Partnership (“Teebank”), 842,292 shares of Class B Common Stock held of
record by Teebank, 680,334 shares of Class A Common Stock held of record by
Jaytee Properties Limited Partnership (“Jaytee”), and 152,441 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 spouse is a limited partner of
Teebank and Jaytee.
(c) Except
for (i) a gift made by the reporting person in Louisville, Kentucky on December
28, 2005 of 32,724 shares of Class A Common Stock to Trager Family Foundation,
Inc., of which the reporting person is a director, (ii) a required minimum
distribution of 2,500 shares of Class B Common Stock from the reporting person’s
IRA on November 28, 2005,and (iii), a required minimum distribution of 100
shares of Class A Common Stock to the reporting person from the ESOP on December
21, 2005, the reporting person has not effected any transactions in shares
of
the Class A Common Stock (or Class B Common Stock which is convertible into
Class A Common Stock on a share for share basis) of the Issuer during the past
60 days.
(d) As
co-general partners of Jaytee and Teebank, the reporting person and Steven
E.
Trager 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, with
Jean S. Trager, Steven E. Trager and Shelley Trager Kusman, as 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 129,492 shares of Class B Common Stock,
Jean
S. 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,
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, including Steven E. Trager, 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 dividends from such securities.
(e) Not
Applicable.
Item
6. Contracts,
Arrangements, Understandings, Or Relationships With Respect To Securities of
The
Issuer
Not
amended.
Item
7. Material
To Be Filed As Exhibits
Not
amended.
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.
Date:______________,
2006 /s/
BERNARD M. TRAGER
Bernard
M.
Trager