United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-K/A
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File Number: 1-9047
Independent Bank Corp.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2870273
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
288 Union Street
Rockland, Massachusetts 02370
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 878-6100
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.0l par value per share
(Title of Class)
Preferred Stock Purchase Rights
(Title of Class)
Indicate by check mark whether, the registrant (1)
has filed all reports required by Section 13 or
15(d) of the Securities Exchange Act of 1934
during the preceding 12 months and (2) has been
subject to such filing requirements for the past
90 days.
X Yes No
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this
Form 10-K.
As of February 29, 1996, the aggregate market value of
the 12,082,149 shares of Common Stock of the Registrant
issued and outstanding on such date, excluding
2,448,909 shares held by all directors and executive
officers of the Registrant as group, was $84,575,043.
This figure is based on the closing sale price of $7.00
per share on February 29, 1996, as reported in The Wall
Street Journal on March 1, 1996.
Number of shares of Common Stock outstanding as of
February 29, 1996: 14,531,058
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents
incorporated by reference and the Part of Form 10-K
into which the document is incorporated:
(1) Portions of the Registrant's Annual Report to
Stockholders for the fiscal year ended December 31,
1995 are incorporated into Part II, Items 5-8 of
this Form 10-K.
(2) Portions of the Registrant's definitive proxy
statement for its 1996 Annual Meeting of Stockholders
are incorporated into Part III, Items 10-13 of this
Form 10-K.
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K
(a)(3) The following exhibits submitted with Form 10-K
should be deleted and the attached exhibits substituted
therefor in their entirety.
EXHIBIT INDEX
No. Exhibit Page
10.1 Second Amended and Restated E - 5
Employment Agreement between the
Company, Rockland and Douglas H.
Philipsen, dated February 21, 1996
("Philipsen Employment Agreement").
(Management contract under Item
601(10)(iii)(A).
10.2 Second Amended and Restated E - 24
Employment Agreement between
Rockland Trust Company and Richard
F. Driscoll, dated January 19, 1996
(the "Driscoll Agreement").
Employment Agreements between
Rockland and Richard J. Seaman,
Ferdinand T. Kelley, S. Lee
Miller, and Raymond G. Fuerschbach are
substantially similar to the
Driscoll agreement. (Management
contract under Item 601(10)(iii)(A)
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to
report to be signed on its behalf by the
undersigned, thereunto duly authorized.
INDEPENDENT BANK CORP.
Date: April 10, 1996 John F. Spence, Jr. *
John F. Spence, Jr.
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities
Exchange Act of 1934, this amendment to report has
been signed below by the followings persons on
behalf of the Registrant and in the capacities and
on the dates indicated. Each person whose
signature appears below hereby makes, constitutes
and appoints Douglas H. Philipsen, John F. Spence,
Jr., Richard Seaman and each of them acting
individually, his true and lawful attorneys, with
full power to sign for such person and in such
person's name and capacity indicated below any and
all amendments to this Form 10-K, hereby ratifying
and confirming such person's signature as it may
be signed by said attorneys to any and all
amendments.
Richard S. Anderson * Date: April 10, 1996
Richard S. Anderson
Director
Donald K. Atkins * Date: April 10, 1996
Donald K. Atkins
Director
W. Paul Clark * Date: April 10, 1996
W. Paul Clark
Director
Robert L. Cushing * Date: April 10, 1996
Robert L. Cushing
Director
Benjamin A. Gilmore, II * Date: April 10, 1996
Benjamin A. Gilmore, II
Director
James T. Jones * Date: April 10, 1996
James T. Jones
Director
Lawrence M. Levinson * Date: April 10, 1996
Lawrence M. Levinson
Director
Douglas H. Philipsen * Date: April 10, 1996
Douglas H. Philipsen
Director and President
Richard H. Sgarzi * Date: April 10, 1996
Richard H. Sgarzi
Director
Robert J. Spence * Date: April 10, 1996
Robert J. Spence
Director
William J. Spence * Date: April 10, 1996
William J. Spence
Director
Brian S. Tedeschi * Date: April 10, 1996
Brian S. Tedeschi
Director
Thomas J. Teuten * Date: April 10, 1996
Thomas J. Teuten
Director
/s/ Richard J. Seaman Date: April 10, 1996
Richard J. Seaman
Chief Financial Officer and Treasurer
(principal financial and accounting officer)
By: /s/ Richard J. Seaman Date: April 10, 1996
Richard J. Seaman
Attorney-In-Fact
* Signed pursuant to Power of Attorney contained in Form 10-K.