<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 1993
Commission file number 0-10828
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
INDEPENDENCE SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
INDEPENDENCE BANCORP, INC.
One Hillendale Road
Perkasie, Pennsylvania 18944
<PAGE>
REQUIRED INFORMATION
The following financial statements and exhibits are filed as part of this
report:
(a) Item 4 Financial Statements
Report of Independent Accountants
Statements of Net Assets Available
for Plan Benefits as of December 31, 1993 and 1992
Statements of Changes in Net Assets
Available for Plan Benefits for the years
ended December 31, 1993 and 1992
Notes to Financial Statements
Supplemental Schedules
(b) EXHIBIT INDEX
(c) Exhibit - Consent of Independent Accountants
SIGNATURE
<PAGE>
[LETTERHEAD OF COOPERS & LYBRAND APPEARS HERE]
INDEPENDENCE SAVINGS PLAN
-------
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
for the years ended December 31, 1993 and 1992
<PAGE>
INDEPENDENCE SAVINGS PLAN
-------
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
for the years ended December 31, 1993 and 1992
<PAGE>
INDEPENDENCE SAVINGS PLAN
CONTENTS
------
<TABLE>
<CAPTION>
Pages
-----
<S> <C>
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Plan Benefits as of
December 31, 1993 and 1992 3-4
Statements of Changes in Net Assets Available for Plan Benefits
for the years ended December 31, 1993 and 1992 5-6
Notes to Financial Statements 7-11
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes as of
December 31, 1993 27(a)*
Schedule of Reportable Transactions for the year ended
December 31, 1993 27(d)*
</TABLE>
*Refers to item number in Form 5500 (Annual
Return/Report of Employee Benefit Plan) for the year
ended December 31, 1993, which item is incorporated
herein by reference.
1
<PAGE>
[LETTERHEAD OF COOPERS & LYBRAND APPEARS HERE]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrator
Independence Savings Plan:
We have audited the accompanying statements of net assets available for
plan benefits of the Independence Savings Plan as of December 31, 1993 and 1992,
and the related statements of changes in net assets available for plan benefits
for the years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits of the Plan
as of December 31, 1993 and 1992, and the changes in net assets available for
plan benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in the
statement of net assets available for benefits and the statement of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for benefits and
changes in net assets available for plan benefits of each fund. The supplemental
schedules have been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, are fairly stated, in all
material respects, in relation to the basic financial statements taken as a
whole.
/s/ Coopers & Lybrand
2400 Eleven Penn Center
Philadelphia, Pennsylvania
May 1, 1994, except for
Note 5, as to which the
date is June 27, 1994.
<PAGE>
INDEPENDENCE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of December 31, 1993
----------
<TABLE>
<CAPTION>
Bond Interest Common IBI
Fund Only Fund Stock Fund Stock Fund Total
---- --------- ---------- ---------- -----
<S> <C> <C> <C> <C> <C>
ASSETS
Investments:
Money market $ 151,201 $4,674,535 $ 135,689 $ 133,191 $ 5,094,616
Lehigh Valley Bank Employee Benefit
Fixed Income Trust Fund 3,392,078 3,392,078
Lehigh Valley Bank Employee Benefit
Common Stock Trust Fund 2,889,906 2,889,906
Independence Bancorp, Inc. common stock 2,798,593 2,798,593
---------- ---------- ---------- ---------- -----------
Total investments 3,543,279 4,674,535 3,025,595 2,931,784 14,175,193
Contributions receivable 27,873 39,117 30,038 21,780 118,808
Accrued interest 350 11,588 302 309 12,549
Interfund (payable) receivable, net (56,397) (206,431) (34,279) 297,107
Receivable from securities sold 28,066 28,066
---------- ---------- ---------- ---------- -----------
Total assets 3,515,105 4,518,809 3,049,722 3,250,980 14,334,616
---------- ---------- ---------- ---------- -----------
LIABILITIES
Benefits payable 41,263 103,241 43,615 61,498 249,617
---------- ---------- ---------- ---------- -----------
Total liabilities 41,263 103,241 43,615 61,498 249,617
---------- ---------- ---------- ---------- -----------
Net assets available for plan
benefits $3,473,842 $4,415,568 $3,006,107 $3,189,482 $14,084,999
========== ========== ========== ========== ===========
</TABLE>
The accompanying notes are an integral
part of the financial statements.
3
<PAGE>
INDEPENDENCE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of December 31, 1992
------
<TABLE>
<CAPTION>
Bond Interest Common IBI Loan
Fund Only Fund Stock Fund Stock Fund Fund Total
---- --------- ---------- ---------- ---- -----
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments:
Money market $ 84,399 $4,983,564 $ 150,510 $ 23,643 $ 5,242,116
Lehigh Valley Bank Employee Benefit
Fixed Income Trust Fund 3,062,746 3,062,746
Lehigh Valley Bank Employee Benefit
Common Stock Trust Fund 2,584,397 2,584,397
Independence Bancorp, Inc.
common stock 1,962,205 1,962,205
---------- ---------- ---------- ---------- ------ -----------
Total investments 3,147,145 4,983,564 2,734,907 1,985,848 12,851,464
Contributions receivable 16,877 27,035 12,930 11,128 67,970
Accrued interest 143 13,017 130 140 13,430
Interfund (payable) receivable, net 8,437 727 24,419 (33,583)
Receivable from securities sold 65,000 65,000
---------- ---------- ---------- ---------- ------ -----------
Total assets 3,172,602 5,024,343 2,772,386 2,028,533 12,997,864
---------- ---------- ---------- ---------- ------ -----------
LIABILITIES
Benefits payable 153,468 217,198 138,833 22,281 531,780
Overdraft 46,587 46,587
Payable for securities purchased 19,979 139,993 159,972
---------- ---------- ---------- ---------- ------ -----------
Total liabilities 173,447 217,198 278,826 68,868 738,339
---------- ---------- ---------- ---------- ------ -----------
Net assets available for
plan benefits $2,999,155 $4,807,145 $2,493,560 $1,959,665 $12,259,525
========== ========== ========== ========== ====== ===========
</TABLE>
The accompanying notes are an integral
part of the financial statements.
4
<PAGE>
INDEPENDENCE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for the year ended December 31, 1993
---------
<TABLE>
<CAPTION>
Bond Interest Common IBI
Fund Only Fund Stock Fund Stock Fund Total
---- ---------- ---------- ---------- -----
<S> <C> <C> <C> <C> <C>
Investment income:
Net appreciation (depreciation) in fair
value of investments $ 660,763 $ 660,763
Interest $ 2,562 $ 142,473 $ 2,520 1,238 148,793
Dividends 85,479 85,479
Net investment gain (loss) from collective
trust funds 242,516 168,906 411,422
---------- ---------- ---------- ---------- -----------
Total investment income 245,078 142,473 171,426 747,480 1,306,457
---------- ---------- ---------- ---------- -----------
Contributions:
Employer 191,062 287,226 213,663 147,118 839,069
Employee 290,594 423,606 329,886 225,147 1,269,233
---------- ---------- ---------- ---------- -----------
Total contributions 481,656 710,832 543,549 372,265 2,108,302
---------- ---------- ---------- ---------- -----------
Investment account transfers, net (18,215) (450,538) 95,454 373,299 _
---------- ---------- ---------- ---------- -----------
Total additions (deductions) 708,519 402,767 810,429 1,493,044 3,414,759
---------- ---------- ---------- ---------- -----------
Benefits paid to participants (229,482) (785,553) (290,250) (257,566) (1,562,851)
Forfeitures (4,350) (8,791) (7,632) (5,661) (26,434)
---------- ---------- ---------- ---------- -----------
Total deductions (233,832) (794,344) (297,882) (263,227) (1,589,285)
---------- ---------- ---------- ---------- -----------
Net increase (decrease) 474,687 (391,577) 512,547 1,229,817 1,825,474
Net assets available for plan benefits:
Beginning of year 2,999,155 4,807,145 2,493,560 1,959,665 12,259,525
---------- ---------- ---------- ---------- -----------
End of year $3,473,842 $4,415,568 $3,006,107 $3,189,482 $14,084,999
========== ========== ========== ========== ===========
</TABLE>
The accompanying notes are an integral
part of the financial statements.
5
<PAGE>
INDEPENDENCE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for the year ended December 31, 1992
-------
<TABLE>
<CAPTION>
Bond Interest Common IBI Loan
Fund Only Fund Stock Fund Stock Fund Fund Total
---- --------- ---------- ---------- ---- ------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Net appreciation (depreciation)
in fair value of
investments $ 612,768 $ 612,768
Interest $ 1,211 $ 183,884 $ 1,725 2,442 189,262
Dividends 69,460 69,460
Net investment gain (loss)
from collective trust
funds 178,303 108,160 286,463
---------- ---------- ---------- ---------- ----- -----------
Total investment income 179,514 183,884 109,885 684,670 1,157,953
---------- ---------- ---------- ---------- ----- -----------
Contributions:
Employer 187,003 334,198 184,521 122,867 828,589
Employee 282,861 499,836 277,636 179,005 1,239,338
---------- ---------- ---------- ---------- ----- -----------
Total contributions 469,864 834,034 462,157 301,872 2,067,927
---------- ---------- ---------- ---------- ----- -----------
Investment account transfers,
net 23,339 (396,252) 321,640 51,958 $(685) --
---------- ---------- ---------- ---------- ----- -----------
Total additions
(deductions) 672,717 621,666 893,682 1,038,500 (685) 3,225,880
---------- ---------- ---------- ---------- ----- -----------
Benefits paid to participants (288,152) (878,137) (313,645) (124,214) (1,604,148)
Forfeitures (2,530) (3,906) (2,944) (1,059) (10,439)
---------- ---------- ---------- ---------- ----- -----------
Total deductions (290,682) (882,043) (316,589) (125,273) (1,614,587)
---------- ---------- ---------- ---------- ----- -----------
Net increase (decrease) 382,035 (260,377) 577,093 913,227 (685) 1,611,293
Net assets available for plan
benefits:
Beginning of year 2,617,120 5,067,522 1,916,467 1,046,438 685 10,648,232
---------- ---------- ---------- ---------- ----- -----------
End of year $2,999,155 $4,807,145 $2,493,560 $1,959,665 $12,259,525
========== ========== ========== ========== ===== ===========
</TABLE>
The accompanying notes are an integral
part of the financial statements.
6
<PAGE>
INDEPENDENCE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
-----
1. Description of Plan:
-------------------
The following description of the Independence Savings Plan (the Plan)
provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.
General:
-------
The Plan, adopted October 1, 1985, is a defined contribution plan qualified
under Section 401(k) of the Internal Revenue Code. All employees of
Independence Bancorp, Inc. (the Company) and its subsidiaries (collectively,
IBI), who have completed one year of service and are age 21 or older, are
eligible to enroll in the Plan. As of December 31, 1993 and 1992, there were
1,191 and 1,216 participants, respectively, in the Plan. The Plan is a
qualified plan under the Employee Retirement Income Security Act of 1974
(ERISA).
Contributions:
-------------
A participant may elect to enter into a salary reduction agreement which
authorizes the Company to reduce the participant's salary equal to any
whole percentage up to 8% of compensation. The reduction is contributed,
on behalf of the participant, by the Company to the participant's salary
reduction account. In accordance with Plan provisions, the Company matches
the salary reduction contribution dollar for dollar up to the first 3% of the
contribution. This contribution is made to the participant's matching
contribution account. Matching contributions will only be made if the
Company has current or accumulated earnings before Federal and state taxes
and contributions to qualified plans.
The Plan also permits participants to make after-tax voluntary contributions,
provided the amount contributed shall not be more than 10% of the
participant's compensation in any year. This contribution is made to the
participant's voluntary contribution account.
The three participant accounts are separated only for accounting purposes.
All three accounts are combined and invested as one account in the Plan.
Continued
7
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
------
1. Description of Plan, continued:
-------------------
Participant Investment Funds:
----------------------------
The Plan offers the following four investment alternatives:
. A bond fund investing in corporate bonds, government securities,
debentures, certificates of deposit in banks and savings and
loans, money market funds and any other registered evidence of
indebtedness;
. An interest only fund investing in certificates of deposit of banks
and savings and loans and money market funds;
. A common stock fund investing in common stock and temporary
interest-bearing investments at the discretion of the Trustee; and
. An IBI stock fund investing solely in Independence Bancorp, Inc.
stock and temporary interest-bearing investments.
Participants may direct the trustee to invest their account balances or any
new contributions in increments of 10% among the four investment funds.
Each participant's account is credited with the participant's salary
reduction, matching, and voluntary contributions and an allocation of
investment fund earnings. The earnings of each investment fund are
allocated to the participant's account based on the proportional value of
their account in each fund to which the earnings relate. Forfeitures of
terminated participants' nonvested matching contributions are used to
reduce future matching contributions. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's balance
in the salary reduction and voluntary contribution accounts, and the vested
portion of the balance in the matching contribution account.
Vesting:
-------
Participants are immediately vested in their salary reduction and voluntary
contributions plan plus actual earnings thereon.
Continued
8
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
-----
1. Description of Plan, continued:
-------------------
Vesting, continued:
-------
Participants vest in their matching contributions at the rate of 20%
per year of service. Participants are 100% vested in their matching
contributions upon the occurrence of any of the following events:
. death or disability,
. attainment of normal retirement age, or
. attainment of age and service requirements for early retirement.
Payment of Benefits:
-------------------
If the participant is married, benefits will normally be paid in the form
of a qualified joint and survivor annuity unless an optional form of
payment is selected. If the participant is not married, or the joint and
survivor annuity is waived, the participant may elect to receive the
account balance (a) in a lump sum, (b) in payments in annual or more
frequent installments over a period not exceeding 10 years, or (c) in
payments over a period not exceeding the life expectancy of the participant
or their designated beneficiary.
Upon termination of employment before death, disability or retirement, a
participant may elect to receive benefit payments within sixty days after
the end of the Plan year in which employment was terminated. If the
participant's vested account balance is less than $3,500, the Company will
distribute the account in a lump sum.
Withdrawals:
-----------
Participants may withdrawal funds from their salary reduction account in
cases of hardship. The hardship withdrawal is subject to the consent of
the Plan administrator. Employee after-tax contributions can be withdrawn
at any time. The Plan permits the vested company matching contributions
and employee pre-tax contributions to be withdrawn on account of hardship
in accordance with I.R.S. regulations, but vested company matching
contributions may be withdrawn only after employee after-tax contributions
have been completely withdrawn. Employee and employer contributions will be
suspended for 12 months after a hardship withdrawal.
Continued
9
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
------
2. Summary of Significant Accounting Policies:
------------------------------------------
The financial statements reflect investment transactions on a trade date
basis. Investments owned are reflected in the accompanying statements of
net assets available for plan benefits at market value. Market value, which
is equivalent to current value, is the unit valuation of the security at
year-end as measured by quoted prices in an active market.
The Plan presents in the statements of changes in net assets available for
plan benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
Expenses:
--------
Currently, the Company pays all administrative expenses of the Plan;
however, if the Company so elects, these expenses will be paid from the
assets of the Plan. Any expenses directly related to the transactions of an
investment fund are paid from that investment fund.
Tax Status:
----------
The Internal Revenue Service has determined that the Plan is qualified
under Section 401(a) of the Internal Revenue Code and thus is exempt from
federal income taxes under the provisions of Section 501(a).
Reclassifications:
-----------------
Certain data for prior years has been reclassified to conform to the
current year's presentation. These reclassifications had no effect on net
increase (decrease) in net assets available for plan benefits.
3. Related Parties:
---------------
Trust Agreement:
---------------
Under the Plan Trust Agreement, Bucks County Bank and Trust Company and
Lehigh Valley Bank, both subsidiaries of the Company, were appointed the
co-trustees of the Plan. Lehigh Valley Bank administers the Plan assets,
together with the income therefrom, and makes disbursements to participants
as instructed by the Plan administrator. Expenses incurred by the trustee
in the performance of its duties under this agreement are paid by the
respective banks and not from the assets of the Plan. As disclosed
elsewhere in the financial statements, the Plan transacts a significant
portion of its investment business using accounts and trust funds of Lehigh
Valley Bank.
Continued
10
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
------
4. Investments:
------------
The following table presents the book values (cost) and market values of the
Plan's investments at December 31, 1993 and 1992:
<TABLE>
<CAPTION>
1993 1992
---------------------- ----------------------
Market Market
Cost Value Cost Value
------- --------- -------- --------
<S> <C> <C> <C> <C>
Money market:
Lehigh Valley Bank $ 3,531,536 $ 3,531,536 $ 3,147,326 $ 3,147,326
Goldman Sachs Treasury
Instruments Portfolio 1,563,080 1,563,080 2,094,790 2,094,790
Common trust funds:
Lehigh Valley Bank Employee
Benefit Fixed Income
Trust Fund, 87,945 and
85,694 units, respectively 2,323,719 3,392,078 2,187,568 3,062,746
Lehigh Valley Bank Employee
Benefit Common Stock
Trust Fund, 33,704 and
31,845 units, respectively 2,128,523 2,889,906 2,056,093 2,584,397
Independence Bancorp, Inc.
common stock, 75,130 and
68,630 shares, respectively 1,698,487 2,798,593 1,510,219 1,962,205
----------- ----------- ----------- -----------
$11,245,345 $14,175,193 $10,995,996 $12,851,464
=========== =========== =========== ===========
</TABLE>
5. Merger Transaction:
------------------
In the fourth quarter of 1993, the Company entered into an agreement and
plan of merger (jointly the Merger Agreement) with CoreStates Financial
Corp (CoreStates).
In accordance with the terms and provisions of the Merger Agreement each
share of Independence Bancorp, Inc. common stock held by the Plan at
December 31, 1993 was exchanged for 112,695 shares of CoreStates common
stock on June 27, 1994.
The Plan will merge into the related CoreStates 401(k) Plan.
Any participant who becomes a participant in any employee benefit plan,
program, policy, or arrangement of CoreStates will be given credit under
such plan, program, policy or arrangement for all service with Independence
for purposes of eligibility and vesting.
11
<PAGE>
SUPPLEMENTAL SCHEDULES
-----
<PAGE>
INDEPENDENCE SAVINGS PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
as of December 31, 1993
________
<TABLE>
<CAPTION>
b.c. Issue, Borrower, Lessor, or e. Current
a. Similar Party, and Description of Investment d. Cost Value
- ------- -------------------------------------------- ------- ----------
<C> <S> <C> <C>
Money Market
------------
* Lehigh Valley Bank, Money Market Funds,
par value is $1/unit $ 3,531,536 $ 3,531,536
Goldman Sachs Treasury Instruments Portfolio 1,563,080 1,563,080
Common Trust Funds
------------------
* Lehigh Valley Bank Employee Benefit Fixed
Income Trust Fund, 87,945 units 2,323,719 3,392,078
* Lehigh Valley Bank Employee Benefit Common
Stock Trust Fund, 33,704 units 2,128,523 2,889,906
Common Stocks
-------------
* Independence Bancorp, Inc., 75,130 shares 1,698,487 2,798,593
----------- -----------
$11,245,345 $14,175,193
=========== ===========
</TABLE>
*Party-in-interest.
<PAGE>
INDEPENDENCE SAVINGS PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1993
----------
<TABLE>
<CAPTION>
h. Current
f. Expenses Value of
Incurred Asset on
a. Identity with Trans-
of Party c. Purchase d. Selling e. Lease Trans- g. Cost of action i. Net Gain
Involved b. Description of Assets Price Price Rental Actions Asset Date or (Loss)
- ----------- ------------------------ ----------- ----------- --------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Lehigh Valley Bank* Money market investment
account - purchases $5,103,140 $5,103,140 $5,103,140
Lehigh Valley Bank* Money market investment
account - sales $5,250,716 5,250,716 5,250,716
</TABLE>
*Party-in-interest.
<PAGE>
EXHIBIT INDEX
Consent of Independent Accountants
<PAGE>
[LETTERHEAD OF COOPERS & LYBRAND APPEARS HERE]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation of our report dated May 1, 1994, except for Note
5, as to which the date is June 27, 1994 on our audits of the financial
statements and supplemental schedules of the Independence Savings Plan of
Independence Bancorp, Inc., as of December 31, 1993 and 1992, and for the years
ended December 31, 1993 and 1992, which report is included in this Annual Report
on Form 11-K.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania
June 22, 1995
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
plan administrator has duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.
INDEPENDENCE SAVINGS PLAN
Date: June 26, 1995 By: /s/ S. W. Holt
-------------------------------
S. W. Holt
for the CoreStates
Benefit Plans Committee,
Successor as of 6/27/94 to
Independence Bancorp, Inc.
as Plan Administrator
