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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 3
REPUBLIC BANCORP, INC.
(Name of Subject Company (Issuer))
REPUBLIC BANCORP, INC.
(Name of Filing Person, the Issuer)
CLASS A COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
760281 204
(CUSIP Number of Class of Securities)
Steven E. Trager,
President and Chief Executive Officer
Republic Bancorp, Inc.
601 West Market Street
Louisville, Kentucky 40202
(502) 584-3600
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing persons)
with a copy to: Cynthia W. Young, Esq.
Wyatt, Tarrant & Combs, LLP
500 W. Jefferson Street, Suite 2800
Louisville, Kentucky 40202
(502) 589-5235
CALCULATION OF FILING FEE
Transaction valuation * Amount of filing fee:
$10,000,000 $2,000
* Calculated solely for purposes of determining the filing fee, in
accordance with Rule 0-11 of the Securities Exchange Act of 1934. This
calculation assumes the purchase of 1,000,000 shares of Class A Common
Stock of Republic Bancorp, Inc. at the maximum tender offer purchase
price of $10.00 per share in cash.
[X] Check the box if any part of the fee is offset as provided by Rule 011
Rule 011(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration
statement number or the Form or Schedule and the date of its filing.
Amount Previously Paid: $2,000 Form or Registration Number: Schedule TO-I/A
Filing Party:Republic Bancorp, Inc. Date Filed: February 12, 2001
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[ ] third party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of a tender offer:[ ]
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This Amendment No. 3, amends and supplements the Tender Offer Statement
on Schedule TO, filed on February 12, 2001, with amendments filed on February
12, 2001 and February 23, 2001, with the Securities and Exchange Commission
related to the issuer tender offer of Republic Bancorp, Inc., a Kentucky
corporation, to purchase up to 1,000,000 shares of its Class A Common Stock, no
par value per share, at a price not greater than $10.00 and not less than $8.00
per share, net to the seller in cash, without interest, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated February 12,
2001 (the "Offer to Purchase"), and in the related Letter of Transmittal, which,
as amended or supplemented from time to time, together constitute the tender
offer.
The information in the Offer to Purchase is hereby incorporated by
reference in response to all items of this Schedule TO as amended by Amendment
Nos. 1, 2 and 3 thereto.
Item 11. ADDITIONAL INFORMATION.
Item 11 of Scheudle TO is hereby amended and supplemented as follows:
On March 14, 2001, Republic Bancorp, Inc. issued a press release
announcing the preliminary results of the tender offer, a copy of which is filed
as Exhibit (a)(11) to this Amendment No. 3 to Schedule TO and is incorporated
herein by reference.
Item 12. EXHIBITS.
Item 12 of Schedule TO is hereby amended and supplemented by
adding the following Exhibit:
(a)(11) Press Release, dated March 14, 2001.
Signature
After due 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: March 14, 2001
REPUBLIC BANCORP, INC.
By /S/ KEVIN SIPES
Kevin Sipes,
Senior Vice President and Chief Financial
and Accounting Officer
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