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 incorporation or organization) (I.R.S. Employer Identification No.) 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 eachexchange 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. 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: May 29,1996 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 person 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. Douglas H. Philipsen * Date: May 29, 1996 Douglas H. Philipsen Director and President