Rule 424B(3)
Marked Copy
Filed as supplement to prospectus originally filed on April 10, 1989 and as
supplemented by prospectus supplements filed on May 9, 1991 and September 9,
1994.
PROSPECTUS
Independent Bank Corp.
300,000 Shares of
Common Stock
($.01 par value)
Automatic Dividend Reinvestment
and
Common Stock Purchase Plan
This Prospectus relates to 300,000 shares of Common Stock, par value $.01
per share (the "Common Stock"), of Independent Bank Corp. (the "Corporation") to
be offered pursuant to the Corporation's Automatic Dividend Reinvestment and
Common Stock Purchase Plan (the "Plan").
The Plan provides shareholders with a method of investing cash dividends
and optional cash payments in additional shares of Common Stock, without payment
of any brokerage commission or service fee. A shareholder who elects to
participate in the Plan may (i) have cash dividends paid by the Corporation on
all or some of the shares held by such shareholder automatically reinvested in
either shares of Common Stock acquired directly from the Corporation, in which
event the shares will be either authorized but unissued shares or shares held in
the Corporation's treasury, or on the open market, or by a combination of the
foregoing at a 5% discount from the then current market price of the shares
and/or (ii) invest optional cash payments, at any time, in either shares of
Common Stock acquired directly from the Corporation, in which event the shares
will be either authorized but unissued shares or shares held in the
Corporation's treasury, or on the open market, or by a combination of the
foregoing at the then current market price in an amount per calendar year up to
the aggregate amount of cash dividends paid to date to shareholders on his or
her shares during the calendar year. The price of shares of Common Stock
purchased with optional cash payments will be 100% of the then current market.
PARTICIPANTS SHOULD RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY
-1-
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE
SECURITIES OFFERED HEREBY ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
----------------------------------
The date of this Prospectus is December 27, 1996.
----------------------------------
-2-
TABLE OF CONTENTS
AVAILABLE INFORMATION 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 4
THE CORPORATION 6
THE PLAN 7
USE OF PROCEEDS 22
VALIDITY OF SHARES 22
EXPERTS 22
INDEMNIFICATION 22
-3-
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN AS CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER
THAN THOSE DESCRIBED ON THE COVER PAGE OR AN OFFER TO SELL OR SOLICITATION OF AN
OFFER TO BUY WITHIN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION WITHIN SUCH JURISDICTION. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALES MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
CORPORATION SINCE THE DATE HEREOF.
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information can be
inspected and copied at the offices of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549; 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511 and 7 World Trade Center, 13th Floor, New York, New York 10048.
Copies of all material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The address of such site is
http://www.sec.gov.
The Corporation furnishes its shareholders quarterly reports containing
unaudited financial information for the first three quarters of each year and
issues annual reports containing audited financial information, examined and
reported upon by independent accountants.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Corporation are
incorporated as of the respective dates in this Prospectus by reference:
(a) The Corporation's Annual Report on Form 10-K filed for its most recent
fiscal year;
(b) Quarterly reports on Form 10-Q filed since its most recent Annual
Report on Form 10-K;
-4-
(c) Current Reports on Form 8-K filed since its most recent Annual Report
on Form 10-K;
(d) The description of Common Stock contained in the Corporation's
Registration Statement No. 33-00229 on Form S-4 filed with the Commission on
November 1, 1985, including all amendments and reports filed for the purpose of
updating such description; and
(e) The description of certain Preferred Stock Purchase Rights contained in
the Corporation's Registration Statement on Form 8-A filed with the Commission
on May 7, 1991, including all exhibits thereto, including all amendments and
reports filed for the purpose of updating such description.
All documents filed by the Corporation pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 after the date of this
Prospectus and prior to the termination of the offering of Common Stock offered
hereby shall be deemed to be incorporated by reference in this Prospectus and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS IS DELIVERED, UPON HIS WRITTEN OR ORAL
REQUEST, A COPY OF ANY AND ALL OF THE DOCUMENTS DESCRIBED ABOVE UNDER
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE", OTHER THAN EXHIBITS TO SUCH
DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
SUCH DOCUMENTS). REQUESTS SHOULD BE DIRECTED TO:
INDEPENDENT BANK CORP.
288 Union Street
Rockland, Massachusetts 02370
Attn: Linda M. Campion, Clerk
Telephone: (617) 878-6100
-5-
THE CORPORATION
General
The Corporation is a registered bank holding company organized in 1985
under Massachusetts law. The Corporation's principal office is located at 288
Union Street, Rockland, Massachusetts 02370. The telephone number of its
principal office is (617) 878-6100. At November 30, 1996, the Corporation had
total consolidated assets of approximately $1.08 billion and total consolidated
deposits of $889 million. The Corporation, through its subsidiary, Rockland
Trust Company ("Rockland" or the "Bank"), and through Rockland's subsidiaries,
engages in one line of business, that of providing financial and banking
services. Rockland provides a variety of financial services to corporate and
institutional customers, governmental units, individuals and fiduciaries. Such
services include corporate banking services, personal banking services, trust
services and fund management services.
The Corporation's Subsidiary
Rockland, founded in 1907, is a state-chartered trust company organized
under the laws of the Commonwealth of Massachusetts. Its main office is located
at 288 Union Street, Rockland, Plymouth County, Massachusetts. As of November
30, 1996, in addition to its main office, Rockland had thirty-three branch
offices, twenty-nine of which are located in Plymouth County, three in Norfolk
County, and one in Bristol County. Rockland is a member of the Federal Deposit
Insurance Corporation and is not a member of the Federal Reserve System.
-6-
THE PLAN
The Corporation's Automatic Dividend Reinvestment and Common Stock Purchase
Plan (the "Plan") is set forth in a question and answer format.
Independent Bank Corp. hereby offers participation in the Plan. The Plan
provides holders of record of shares of Common Stock with a convenient and
economical method of investing cash dividends and optional cash payments in
additional shares of Common Stock without payment of any brokerage commission or
service fee. Any holder of record of shares of Common Stock is eligible to join
the Plan, unless such participation is unlawful in the jurisdiction in which
such holder resides, in which event such holder is not eligible to participate
in the Plan.
Each participant in the Plan may:
(1) have cash dividends on all or some of his or her shares automatically
reinvested in either shares of Common Stock acquired directly from the
Corporation, in which event the shares will be either authorized but unissued
shares or shares held in the Corporation's treasury, or on the open market, or
by a combination of the foregoing at a 5% discount from the then current market
price of the shares; and/or
(2) invest optional cash payments at any time in either shares of Common
Stock acquired directly from the Corporation, in which event the shares will be
either authorized but unissued shares or shares held in the Corporation's
treasury, or on the open market, or by a combination of the foregoing at the
then current market price in an amount per calendar year up to the aggregate
amount of cash dividends paid up to the investment date on the participant's
shares of Common Stock during the calendar year.
The price of shares of Common Stock purchased with reinvested dividends
will be 95% of the average of the daily averages of the high and low sale prices
of the shares of Common Stock for the five trading days immediately preceding
the date the investment is made. The price of shares of Common Stock purchased
with optional cash payments will be 100% of such average. Such averages will be
quoted from the NASDAQ National Market System. If there is no trading in the
shares of Common Stock on the NASDAQ National Market System during this period,
the purchase price per share shall be determined by the Corporation on the basis
of such market information as it shall deem appropriate.
-7-
Shareholders who do not choose to participate in the Plan will continue to
receive cash dividends, as declared, by check in the usual manner.
The following is a question and answer statement of the provisions of the
Plan.
Purpose
- -------
1. What is the purpose of the Plan?
The purpose of the Plan is to provide each eligible shareholder, as defined
by Question 5 below ("Participant" or collectively "Participants"), with an
economical and convenient method of investing cash dividends and optional cash
payments in shares of Common Stock without payment of any brokerage commission
or service charge. Shares of Common Stock purchased under the Plan by
Participants will be acquired from the Corporation, in which event such shares
will be either authorized but unissued shares or shares held in the treasury of
the Corporation, or on the open market, or by a combination of the foregoing.
The proceeds from the net sale of the Common Stock pursuant to the Plan will be
used for general corporate purposes of the Corporation, including investments
in, or extensions of credit to, the Corporation's direct and indirect
subsidiaries.
Advantages and Disadvantages
- ----------------------------
2. What are the advantages and disadvantages to shareholders of
participating in the Plan?
The principal advantages are:
(a) Shares purchased with reinvested dividends will be priced at a 5%
discount from the then current market price.
(b) Shareholders are not required to pay any commission or service charge
in connection with purchases under the Plan.
(c) The Plan provides Participants with the three investment options
discussed under Question 3 below.
(d) Participants' funds will be fully invested under the Plan because the
Plan permits fractions of shares, as well as full shares, to be credited to
Participants' accounts.
(e) Regular statements of account will provide each Participant with a
record of each transaction under the Plan.
-8-
The principal disadvantages are:
(a) Optional cash payments may be exposed to changes in market condition
for a longer period of time than ordinary secondary stock transactions due to
the length of time between the time the payment is made and the Cash Investment
Date (as defined in Question 13).
(b) If the price of the Common Stock with respect to a particular Dividend
Investment Date (as defined in Question 9) or Cash Investment Date is higher
than the price of acquiring shares (including transaction costs) on the open
market on such investment date, the per share cost of purchasing shares through
the Plan will result in a higher price being paid through Plan purchases.
(c) Optional cash payments must be received by the Agent no later than two
(2) business days prior to the Cash Investment Date and do not accrue interest.
(d) Participants will not be able to determine the actual number of shares
purchased on their behalf until after the applicable investment date and
optional cash payments will not be refunded unless a request is received by the
Agent no later than two (2) business days prior to the Cash Investment Date.
Investment Alternatives
- -----------------------
3. What are the three investment alternatives available to Participants?
Each Participant may:
(a) automatically invest the dividends on all his or her full and
fractional shares of Common Stock and may make optional cash payments (totaling
no more than the aggregate cash dividends paid to date to such shareholder, with
a minimum of $25.00 per payment) in shares of Common Stock; or
(b) automatically invest the dividends on any portion of his or her full
and fractional shares of Common Stock (the dividends paid in cash must be on
full shares) and make optional cash payments (totaling no more than the
aggregate cash dividends paid to date to such shareholder, with a minimum of
$25.00 per payment) in shares of Common Stock; or
(c) invest optional cash payments (totaling no more than the aggregate cash
dividends paid to date to such shareholder, with a minimum of $25.00 per
payment) in shares of Common Stock
-9-
and receive all dividends in cash on full and fractional shares owned by the
Participant.
Administration
- --------------
4. Who administers the Plan for Participants?
State Street Bank and Trust Company administers the Plan as agent
("Agent"), maintains records, sends periodic statements of account to
Participants and performs other duties relating to the Plan. The Agent may be
contacted by writing to :
State Street Bank and Trust Company
C/O Boston EquiServe
PO Box 8200
Boston, MA 02266-8200
or by calling (800) 426-5523 between 9:00 a.m. and 5:00 p.m. EST.
Participation
- -------------
5. Who is eligible to participate in the Plan?
All holders of record of Common Stock are eligible to participate fully in
the Plan. If Common Stock of a shareholder is registered in a name other than
that of the shareholder (e.g., in the name of a broker or bank nominee), the
shareholder who wants to participate in the Plan must either make appropriate
arrangements for the nominee to participate in the Plan, or the shareholder must
become a shareholder of record by having his or her shares transferred to the
shareholder's own name.
Procedures Relating to Participation by Shareholders
- ----------------------------------------------------
6. How does a shareholder participate?
A shareholder may join the Plan at any time by completing the Shareholder
Authorization Form and returning it to the Agent. Those shareholders who do not
wish to participate in the Plan will continue to receive cash dividends at such
times as dividends are paid to all shareholders.
A shareholder may obtain a Shareholder Authorization Form at any time by
writing to or calling the Agent at the address set forth in Question 4.
7. What does the Shareholder Authorization Form provide?
-10-
The Shareholder Authorization Form allows each Participant to decide the
extent to which he or she wants to participate in the Plan through any one of
the following investment options:
(a) "Full Dividend Reinvestment" directs the Corporation to invest in
accordance with the Plan all of a Participant's dividends on all shares of
Common Stock then or subsequently registered in a Participant's name, and
permits a Participant to make optional cash payments for the purchase of
additional shares in accordance with the Plan;
(b) "Partial Dividend Reinvestment" directs the Corporation to remit cash
dividends to the Participant on those full shares specified in the appropriate
space on the Shareholder Authorization Form and directs the Corporation to
invest the remaining dividends in shares of Common Stock in accordance with the
Plan. It also permits a Participant to make optional cash payments for the
purchase of additional shares in accordance with the Plan; and
(c) "Optional Cash Purchases Only" permits a Participant to make optional
cash payments for the purchase of additional shares of Common Stock in
accordance with the Plan. All cash dividends on full and fractional shares will
be remitted to the Participant.
8. How may a Participant change his or her method of
participating in the Plan?
A Participant may change his or her method of participating in the Plan at
any time by completing a Shareholder Authorization Form and returning it to the
Agent or by submitting a written request to the Agent. (See Questions 21-24 for
additional related information.)
9. When will dividends be invested?
Cash dividends on Common Stock will most likely be paid by the Corporation
during the months of January, April, July and October. The dividend investment
date for each dividend will be the same date for each dividend payment date
fixed by the Board of Directors of the Corporation (the "Dividend Investment
Date").
The existence of the Plan does not guarantee that the Company will continue
to pay dividends. The payment of dividends will be determined by the Board of
Directors based on the Corporation's liquidity, asset quality, profits, capital
adequacy and recent earnings history (excluding significant nonrecurring
transactions) as well as economic conditions and other factors
-11-
deemed relevant by the Board of Directors, including applicable government
regulations and policies.
If the Shareholder Authorization Form signed by a shareholder entitled to a
dividend is received by the Agent on or before the record date for the next
dividend payment, that portion of the dividend selected by the shareholder will
be used to purchase additional shares of Common Stock for the shareholder on
that Dividend Investment Date. If the Shareholder Authorization Form is received
by the Agent after the record date for the dividend payment, then the
reinvestment of dividends will not begin until the next applicable Dividend
Investment Date. The dividend record date is generally two to three weeks prior
to the dividend payment date.
Optional Cash Payments
- ----------------------
10. Who is eligible to make optional cash payments?
Shareholders (except those excluded in the introductory language prior to
Question 1 of this Prospectus) who have submitted a signed Shareholder
Authorization Form, whether or not they have authorized the reinvestment of
dividends, are eligible to make optional cash payments.
11. To what extent may a shareholder make optional cash payments?
The opportunity to make cash payments is available to each shareholder at
any time and is available under each of the Plan's three investment options. A
shareholder may make optional cash payments each calendar year totaling no more
than the aggregate amount of cash dividends paid to date to a shareholder on his
or her shares of Common Stock during that calendar year. For example, if the
aggregate cash dividends declared on a shareholder's shares of Common Stock
during a calendar year totaled $500, the shareholder would be permitted to make
optional cash payments during that year in an amount up to $500. It should be
noted, however, that the maximum amount of optional cash payments which may be
made at any time during a calendar year must be determined at the time of the
investment. Thus, for example, if a shareholder has received $100 in cash
dividends by March 15th, and wishes to make an optional cash payment on March
16th, prior to the time any other cash dividends have been declared in that
year, the maximum amount the shareholder could invest at that time would be
$100. This is true notwithstanding the fact that the shareholder may receive
additional cash dividends during the calendar year.
-12-
There is also a minimum amount imposed on optional cash payments of $25 per
payment.
The Corporation will return optional cash payments submitted by a
shareholder to the extent that the aggregate optional cash payments exceed the
maximum amount permitted or if any payment is less than $25. The same amount of
money need not be sent each quarter. There is no obligation to use, nor any
penalty for not using, the optional cash payment feature of the Plan.
12. How does the "Optional Cash Purchases Only" investment option operate?
If a shareholder chooses to participate by making optional cash payments
only, the Corporation will pay cash dividends on all shares registered in the
shareholder's account in the usual manner and will apply any optional cash
payment received from the shareholder to the purchase of additional shares of
Common Stock for the shareholder's account in the Plan. The Corporation will pay
future cash dividends on shares in the Plan purchased pursuant to the "Optional
Cash Purchases Only" feature of the Plan to the shareholder in the usual manner
in which cash dividends are paid on Common Stock.
An initial optional payment may be made by a shareholder when enrolling by
enclosing a check with the Shareholder Authorization Form. Checks should be made
payable to State Street Bank and Trust Company, Agent for Independent Bank Corp.
Thereafter, optional cash payments may be invested by submitting a check.
13. When will optional cash payments received by the Corporation be invested?
Optional cash payments will be invested monthly on the cash investment date
("Cash Investment Date"). In each month in which the Corporation pays a
dividend, the Cash Investment Date will be the same date as the Dividend
Investment Date. In each month in which the Corporation does not pay a dividend,
the Cash Investment Date will be the last business day of that month. In order
to allow sufficient time for processing, optional cash payments must be received
by the Agent no later than two business days prior to a Cash Investment Date.
Optional cash payments will be refunded, however, if a written request for
refund is received by the Agent no later than two business days prior to a Cash
Investment Date. Please note that no interest will be paid by the Corporation or
the Agent on optional cash payments. Therefore, shareholders are encouraged to
make optional cash payments shortly before a Cash Investment Date. Optional cash
-13-
payments do not constitute deposits or savings accounts and are not insured by
the Federal Deposit Insurance Corporation or any other governmental agency or
instrumentality.
14. What is the source of the Common Stock purchased under the Plan?
Shares of Common Stock purchased under the Plan by Participants will be
acquired either directly form the Corporation, in which event the shares will be
either authorized but unissued shares or shares held in the Corporation's
treasury, or on the open market, or by combination of the foregoing, at the
option of the Corporation.
Purchases
- ---------
15. How many shares of Common Stock will be purchased for shareholders?
The number of shares to be purchased depends upon the amount of the
shareholder's dividends reinvested, the amount of any optional cash payments and
the purchase price of shares of Common Stock as determined in accordance with
Question 16. Each shareholder's account will be credited with the number of
shares, including fractions computed to three decimal places, equal to the total
amount to be invested, divided by the applicable purchase price of each share.
In addition, the number of shares the Corporation may issue under the Plan
at any time is limited to the number of shares the Corporation has registered
with the Commission. The Corporation has 300,000 shares of its Common Stock
registered with the Commission for issuance under the Plan.
16. What will be the price of shares of Common Stock purchased under the Plan?
The price of shares of Common Stock purchased for shareholders in the Plan
with dividends paid on Common Stock, including dividends on the shares of Common
Stock credited to the shareholders' accounts under the Plan, will be 95% of the
average of the daily average of the high and low sale prices per share for such
stock on the NASDAQ National Market System for the last five trading days
immediately preceding the applicable Dividend Investment Date.
The price of shares of Common Stock purchased with optional cash payments
on any Dividend Investment Date will be 100% of the above five-day average. In
any month in which the Corporation
-14-
does not pay dividends, however, the price of shares of Common Stock purchased
with optional cash payments will be 100% of the average of the daily average of
the high and low sale prices per share for such stock on the NASDAQ National
Market System for the last five trading days immediately preceding the last
business day of such month.
If there is no trading in the shares of Common Stock on the NASDAQ National
Market System during the five-day trading period, the purchase price of Common
Stock per share shall be determined by the Corporation on the basis of such
market information as it shall deem appropriate.
For Federal income tax information, see Question 28.
Costs
- -----
17. Are there any expenses to Participants in connection with purchases under
the Plan?
No. There are no service charges. All costs of administration of the Plan
are paid by the Corporation.
Reports to Participants
- -----------------------
18. How will Participants be advised of their purchase of stock?
As soon as practicable after each purchase a Participant will receive a
statement of his or her account. This statement will include, among other
things, the amount of optional cash payments, if any, which may be made by a
participant for the remainder of the calendar year. These statements of account
are a Participant's continuing record of the cost of his or her purchases and
should be retained for tax purposes. In addition, each Participant will receive
copies of those corporate communications distributed to all shareholders,
including the quarterly reports, annual report, notice of shareholders' meeting
and proxy statement of the Corporation.
Dividends
- ---------
19. Will Participants be credited with dividends on shares held in their account
under the Plan?
Yes. The Corporation pays dividends, as declared, to the record holders of
all its issued and outstanding shares of stock. All dividends on shares held in
the Plan for a Participant under the "Full Dividend Reinvestment" option will be
reinvested in additional shares of Common Stock under the Plan. To the extent
-15-
that a Participant under the "Partial Dividend Reinvestment" option requests
that cash dividends on Plan shares be sent to him or her, the Agent will send
the cash dividend to the Participant in the usual manner. The remaining
dividends on Plan shares will be reinvested for the Participant's account in
additional shares of Common Stock. A Participant in the Plan under the "Optional
Cash Purchases Only" feature will receive cash dividends on all full and
fractional shares in the usual manner.
Certificates for Shares
- -----------------------
20. Will stock certificates be issued for shares of Common Stock purchased?
The number of shares credited to an account under the Plan will be shown on
the Participant's statement of account.
Certificates for any number of shares up to the number of all full shares
credited to an account under the Plan will be issued at any time during the
calendar year upon written request of a Participant. This request should be
mailed to the Agent at the address set forth in Question 4. The answer to
Question 24 addresses the time at which certificates for shares of Common Stock
purchased under the Plan will be issued to Participants who withdraw from the
Plan.
Shares credited to the account of a Participant under the Plan may not be
pledged. A Participant who wishes to pledge such shares must request that
certificates for such shares be issued in his or her name.
Certificates for fractional shares will not be issued under any
circumstances.
21. In whose name will accounts be maintained and certificates registered when
issued?
Accounts for each Participant will be maintained by the Agent in a
Participant's name as shown on the Corporation's records at the time the
Participant enters the Plan (the "account name"). When issued, certificates for
full shares will be registered in the account name.
Upon written request, certificates also may be registered and issued in
names other than the account name subject to compliance with any applicable laws
and the payment by the Participant of any applicable taxes, provided that the
request bears the signature of the Participant and the signature is guaranteed
by a commercial bank or trust company or by a member
-16-
of any of the American, Boston, Midwest, New York, or Pacific Stock Exchanges.
Changing Method of Participation and Withdrawal from Participation
- ------------------------------------------------------------------
22. When will a Participant's request to change his or her method of
participation become effective?
Any changes in a Participant's method of participating in the dividend
reinvestment feature of the Plan will become effective as of an upcoming
Dividend Investment Date if written notice of such intention is received by the
Agent on or before the record date for the next dividend payment. Optional cash
payments sent to the Agent by Participants will be refunded if written notice is
received by the Agent no later than two business days prior to an upcoming Cash
Investment Date.
23. May a Participant withdraw from the Plan?
Yes. The Plan is entirely voluntary and a Participant may request to
withdraw from the Plan at any time.
24. How does a Participant withdraw from the Plan?
In order to withdraw from the Plan, a Participant must notify the Agent in
writing that he or she wishes to withdraw. Written notice should be addressed to
the Agent at the address set forth in Question 4. When a Participant withdraws
from the Plan or upon termination of the Plan by the Corporation, certificates
for full shares credited to a Participant's account under the Plan will be
issued and a cash payment will be made for any fraction of a share.
If the request to withdraw is received on or after the record date for a
dividend, any cash dividend paid on that dividend payment date will be
reinvested in Common Stock and credited to the Participant's account in
accordance with the Participant's previous instructions under the Plan. Any
optional cash payment sent to the Agent prior to the request to withdraw will be
invested in Common Stock unless the Participant's withdrawal letter expressly
requests return of the optional cash payment and such letter is received no
later than two business days prior to the Cash Investment Date. The request to
withdraw will then be processed as promptly as possible following such date.
Thereafter all dividends will be paid in cash to the Participant. A Participant
may elect to re-enroll in the Plan at any time.
-17-
25. What happens to a fraction of a share when a Participant withdraws from the
Plan?
When a Participant withdraws from the Plan, a cash adjustment representing
any fraction of a share will be mailed to the Participant. The cash payment will
be based upon the average of the high and low sale prices per share of shares of
Common Stock on the NASDAQ National Market System on the business day prior to
the business day that the withdrawal request is received by the Agent. If shares
of Common Stock are not traded on such date, such market prices as the
Corporation shall deem appropriate, shall be used.
26. What happens if a Participant dies or becomes legally incapacitated?
Upon receipt by the Agent of notice of death or adjudicated incompetence of
a Participant, no further purchases of shares of Common Stock will be made for
the account of such Participant. The shares and cash held by the Plan for the
Participant will be delivered to the appropriate person upon receipt of evidence
satisfactory to the Agent of the appointment of a legal representative and
instruction from the representative regarding delivery.
Voting
- ------
27. How will a Participant's shares held under the Plan be voted at meetings of
shareholders?
Each Participant will receive a single proxy card covering those shares of
Common Stock credited to his or her account under the Plan and those shares
registered in the Participant's name that are not within the Plan. If the proxy
card is returned properly signed and marked for voting, all of the shares will
be voted as marked. The total number of full shares held may be voted in person
at shareholders' meetings.
If a proxy card is returned properly signed but without indicating
instructions as to the manner in which shares are to be voted with respect to
any item, all of the Participant's shares will be voted (to the extent legally
permissible) in accordance with the recommendations of the Board of Directors of
the Corporation. If the proxy card is not returned, or if it is returned
unsigned or improperly signed, none of the Participant's shares covered by such
proxy card will be voted unless the Participant or his or her duly appointed
representative votes in person at the meeting. These procedures are consistent
with the
-18-
actions taken with respect to shareholders who are not participating in
the Plan.
Taxes
- -----
28. What are the Federal income tax consequences of participation in the Plan?
A Participant in the Plan electing the dividend reinvestment option will be
treated for Federal income tax purposes as receiving a distribution in an amount
equal to 100% of the fair market value on the Dividend Investment Date of all
full and fractional shares credited to the Participant, even if the purchase
price is only 95% of fair market value. The distribution will be taxable as a
dividend if the Corporation has earnings and profits as determined for Federal
income tax purposes. The tax basis of the shares will be an amount equal to
their fair market value on the Dividend Investment Date. The Corporation intends
to determine and report the distribution amount on the basis that the fair
market value per share of Common Stock issued pursuant to a reinvestment option
is the average of the high and low sale prices per share of the Common Stock on
the Dividend Investment Date or on the basis of such market quotations as the
Corporation shall deem appropriate, if shares of Common Stock are not traded on
the Dividend Investment Date.
The holding period for Common Stock credited to a Participant's account
pursuant to a dividend reinvestment option will begin on the day following the
Dividend Investment Date.
For a Participant electing the optional cash payment feature of the Plan,
shares will be purchased at the fair market value as determined in the manner
set forth in the response to Question 16. The tax basis per share will be an
amount equal to the cost paid.
The holding period for Common Stock credited to a shareholder's account
pursuant to the optional cash payment provisions will begin on the day following
the Cash Investment Date.
A Participant will not realize any taxable income upon receipt of
certificates for whole shares which have been credited to the Participant's
account, whether received upon the Participant's request, or upon termination of
participation in the Plan, or upon termination of the Plan.
-19-
A Participant will realize gain or loss when Common Stock acquired pursuant
to the Plan is sold or exchanged, whether pursuant to the Participant's request
upon termination of participation in the Plan, or upon sale or exchange by the
Participant after receipt of a share certificate from the Plan, or upon receipt
of a cash adjustment for a fractional share. The amount of such gain or loss
will be the difference between the amount which the Participant receives for the
shares, or fraction of a share, and the tax basis therefor.
Eligible shareholders who are considering participating in the Plan are
urged to consult with their own tax advisers prior to joining the Plan.
Other Information
- -----------------
29. What happens when a Participant sells or transfers all of the shares
registered in his or her name other than shares under the Plan?
If a Participant disposes of all shares of stock registered in his or her
name other than shares under the Plan, the Corporation will, unless otherwise
instructed by the Participant, continue to reinvest the dividends on the shares
credited to the Participant's account under the Plan. If a Participant, however,
has only a fractional share of stock credited to his or her account under the
Plan on the record date for any cash dividend on Common Stock, the Corporation
reserves the right not to reinvest any additional dividends on such fractional
share. If the Corporation exercises this right, the Participant will receive, if
applicable, a cash adjustment representing such fraction of a share and a cash
payment for the dividend. The cash payment for the fractional share will be
based upon the average of the high and low sale prices per share of shares of
Common Stock on the date of exercise by the Corporation.
30. What happens if the Corporation declares a stock dividend or stock split?
Any shares of Common Stock issued in connection with a stock split or
dividend distributed by the Corporation will be added to the Participant's
account.
As soon as practicable after the declaration of a stock dividend or stock
split, a statement will be sent to each Participant which will indicate the
number of shares of Common Stock credited to each Participant's account under
the Plan as a result of the stock dividend or stock split. A Participant may
receive a certificate for such shares (other than fractional
-20-
shares) at any time by sending a written request to the Agent at the address set
forth in Question 4.
31. May the Plan be changed or discontinued?
While the Corporation presently intends to continue the Plan indefinitely,
the Corporation reserves the right to amend, suspend, modify or terminate the
Plan at any time. Notice of any such amendment, suspension or modification will
be sent to participating shareholders. Should the Corporation decide to
terminate the Plan, it will provide participating shareholders with prior notice
of such action.
The Corporation also reserves the right to terminate any Participant's
participation in the Plan at any time for any reason including, without
limitation, engagement in arbitrage- related activities, trading, transactional
profit activities and terminations which cause aberrations in the price or
trading volume of Common Stock or excessive expenses to the Plan.
Upon a termination of the Plan or of a Participant's participation in the
Plan, any uninvested optional cash payments will be returned, any uninvested
cash dividends will be remitted in cash, a certificate for whole shares of
Common Stock credited to the Participant's account will be issued, and a cash
payment (based on the prevailing market price less brokerage commission and any
applicable transfer tax) will be made for any fractional shares credited to the
Participant's account.
32. What is the responsibility of the Corporation and the Agent under the Plan?
The Corporation and the Agent will not be liable for any act done in good
faith or for any omission to act in good faith, including, without limitation,
any claim of liability arising out of failure to terminate a Participant's
account upon a Participant's death prior to receipt of notice in writing of such
death.
The Participant should recognize that neither the Corporation nor the Agent
can assure the Participant of a profit or protect him or her against a loss on
the shares purchased for his or her account under the Plan. An investment in
shares of Common Stock is, as are all equity investments, subject to significant
market fluctuations.
33. Who interprets and regulates the Plan?
-21-
The Corporation reserves the right to interpret and regulate the Plan as
may be necessary or desirable in connection with the operation of the Plan. The
Plan will be governed by the laws of the Commonwealth of Massachusetts.
34. Who bears the risk of market fluctuations in the Common
Stock?
A Participant's investment in shares held in his or her Plan account is no
different than his or her investment in directly held shares in this regard.
Each Participant bears all risk of loss that may result from market fluctuations
in the price of the Common Stock. Neither the Corporation nor the Agent can
guarantee that shares purchased under the Plan will, at any particular time, be
worth more or not be worth less than their purchase price.
USE OF PROCEEDS
The Corporation has no basis for estimating precisely either the number of
shares of Common Stock that ultimately may be sold pursuant to the Plan, or the
prices at which such shares will be sold. The proceeds from the sale of Common
Stock offered pursuant to the Plan will be used for general corporate purposes
of the Corporation, including investments in, or extensions of credit to, any of
the Corporation's direct and indirect subsidiaries.
VALIDITY OF SHARES
The validity of the shares of Common Stock offered hereby has been passed
upon for the Corporation by Burns & Levinson, Boston, Massachusetts, counsel to
the Corporation. As of January 18, 1996, Lawrence M. Levinson, a partner of the
law firm of Burns & Levinson and Director of the Corporation, beneficially owned
579,239 shares of Common Stock.
EXPERTS
The consolidated financial statements and schedules of Independent Bank
Corp. incorporated by reference into this Prospectus have been examined by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.
-22-
INDEMNIFICATION
Under Massachusetts law, a corporation may provide indemnification to its
directors, officers, employees and other agents of it and its subsidiaries. The
Corporation's By-laws generally provide that each such individual who was or is
a party to or threatened to be made a party to or is otherwise involved in a
proceeding in his or her capacity as an agent of the Corporation or its
subsidiaries may be indemnified for expenses actually and reasonably incurred by
such person in connection with the proceeding if he or she acted in good faith
and for a purpose that he or she reasonably believed to be in the best interests
of the Corporation or its subsidiaries. Such individuals may be indemnified for
other expenses only by the approval of a disinterested majority of the Board of
Directors, a determination of independent counsel or the approval of a majority
of each class of stock of the Corporation then outstanding and entitled to vote
on the election of directors. Under Massachusetts law, a trust company may
provide indemnification to its directors, officers, employees and other agents.
Rockland's By-Laws generally provide that each such individual who was or is a
party to or threatened to be made a party to or otherwise involved in a
proceeding in his or her capacity as an agent of Rockland may be indemnified for
expenses actually and reasonably incurred by such person in connection with the
proceeding if he or she shall not finally be adjudged to have been guilty of or
liable for gross negligence, willful misconduct or criminal acts and if he or
she acted in good faith and for a purpose that he or she reasonably believed to
be in the best interests of Rockland. Such individuals may be indemnified for
other expenses only by court order, or by the approval of a disinterested
majority of the Board of Directors, a determination of independent counsel or
the approval of a majority of each class of stock of Rockland then outstanding
and entitled to vote on the election of directors.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the foregoing provisions, or otherwise, the Corporation
has been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Corporation of expenses incurred
or paid by a director, officer or controlling person of the Corporation in the
successful defense of any action, suit or proceeding) is asserted by such
directors, officers or controlling persons in connection with the securities
being registered, the
-23-
Corporation will unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
-24-