<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 {NO FEE REQUIRED]
For the transition period from to .
Commission file number: 1-9047
A. Full title of the Plan:
The Rockland Trust Company Employee Savings
and Profit Sharing Plan and Trust
B. Name of issuer of the securities held pursuant to the Plan and the
address of its principal executive office:
Independent Bank Corp.
288 Union Street
Rockland, Massachusetts 02370
As filed on July 24, 1995
<PAGE>
Item 1. Financial Statements and Exhibits.
(a) Financial statements (filed in Exhibit 1 hereto):
Report of independent Public Accountants
Statements as to Net Assets Available for Plan
Benefits as of December 31, 1993 and 1992
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 1993
Notes to Financial Statements
(b) Exhibits:
1. Financial statements required by Item 1(a)
2. Consent of independent auditors
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the administrators have duly caused this annual report to be signed by
the undersigned thereunto duly authorized.
ROCKLAND TRUST COMPANY
EMPLOYEE SAVINGS AND PROFIT
SHARING PLAN AND TRUST
July 24, 1995 By:_______________________
S. Lee Miller
Administrator
July 24, 1995 By:_______________________
Richard J. Seaman
Administrator
July 24, 1995 By:_______________________
Raymond G. Fuerschbach
Administrator
<PAGE>
EXHIBIT 1
FINANCIAL STATEMENTS
<PAGE>
THE ROCKLAND TRUST COMPANY
PROFIT SHARING TRUST
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1993 AND 1992
TOGETHER WITH AUDITORS' REPORT
<PAGE
THE ROCKLAND TRUST COMPANY
PROFIT SHARING TRUST
INDEX
PAGE
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1993 AND 1992 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION, FOR THE YEAR ENDED DECEMBER 31, 1993 3
NOTES TO FINANCIAL STATEMENTS 4-7
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT AS OF
DECEMBER 31, 1993 8-10
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE
YEAR ENDED DECEMBER 31, 1993 11
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Profit Sharing Committee of
The Rockland Trust Company Profit Sharing Trust:
We have audited the accompanying statements of net assets available for
benefits of The Rockland Trust Company Profit Sharing Trust as of December
31, 1993 and 1992, and the related statement of changes in net assets
available for benefits, with fund information, for the year ended December
31, 1993. These financial statements and the supplemental schedules
referred to below are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements and
supplemental schedules 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 benefits of the Plan
as of December 31, 1993 and 1992, and the changes in its net assets available
for benefits, with fund information, for the year ended December 31, 1993, in
conformity with generally accepted accounting principles.
Our audits were performed 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 Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information
in the statement of changes in net assets available for benefits is presented
for purposes of additional analysis rather than to present the changes in net
assets available for benefits of each fund. The supplemental schedules and
fund information have been subjected to the auditing procedures applied in
the audits 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.
Boston, Massachusetts
June 6, 1994
<PAGE>
THE ROCKLAND TRUST COMPANY
PROFIT SHARING TRUST
<TABLE>
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1993 AND 1992
ASSETS
<CAPTION>
1993 1992
<S> <C> <C>
INVESTMENTS, AT QUOTED MARKET VALUE (Note 3):
Interest-bearing deposits (Note 3) $1,018,350 $ 8,756
Savings and certificates of deposit (Note 3) 91,371 655,588
U.S. Government securities 2,074,980 3,024,395
Corporate obligations 345,771 461,863
Corporate common stocks 1,844,913 1,773,662
Wright Near Term Bond Fund (Note 3) 834,160 999,177
6,209,545 6,923,441
CASH 34,938 89
ACCRUED INCOME RECEIVABLE 56,359 83,453
CONTRIBUTIONS RECEIVABLE FROM EMPLOYEES
(Notes 1 and 2) 5,830 29,449
NET ASSETS AVAILABLE FOR BENEFITS
(Notes 2, 5 and 6) $6,306,672 $7,036,432
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
THE ROCKLAND TRUST COMPANY
PROFIT SHARING TRUST
<TABLE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND
INFORMATION,FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
Fixed Certificates
Diversified Income of Deposit
Fund Fund Fund Total
(Note 3) (Note 3) (Note 3)
<S> <C> <C> <C> <C>
ADDITIONS:
Voluntary contributions
by participants $ 203,388 $12,788 $ 683 $ 216,859
Interest and dividend
income 302,393 57,147 8,988 368,528
Net realized and
unrealized gains 269,134 7,889 - 277,023
Transfers between funds 229,979 348,550 - 578,529
Total additions 1,004,894 426,374 9,671 1,440,939
DEDUCTIONS:
Amounts paid to
participants (Note 1) 905,355 683,838 2,977 1,592,170
Transfers between funds - 316 578,213 578,529
Total deductions 905,355 684,154 581,190 2,170,699
Net increase (decrease)
in net assets available
for benefits 99,539 (257,780) (571,519) (729,760)
BALANCE, BEGINNING OF YEAR 5,300,776 1,071,608 664,048 7,036,432
BALANCE, END OF YEAR $5,400,315 $ 813,828 $ 92,529 $6,306,672
</TABLE>
The accompanying notes are an integral part of these financial statements.
(PAGE>
THE ROCKLAND TRUST COMPANY
PROFIT SHARING TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993
(1) DESCRIPTION OF THE PLAN
The Rockland Trust Company Profit Sharing Plan and Trust was created on
September 9, 1971 and restated as of January 1, 1989 for the purpose of
carrying out the terms of The Rockland Trust Company Profit Sharing Trust
(the Plan), which covers employees of Rockland Trust Company (the Company or
RTC) who meet specified eligibility requirements. In 1990, the assets of
the Plan were transferred into a Master Trust. The Master Trust was formed
to hold the assets of the Plan and the Middleborough Trust Company (MTC)
Profit Sharing Trust. RTC and MTC were under common control by a bank
holding company prior to June 20, 1992. On June 20, 1992, RTC merged with
MTC. As a result, members of the MTC Profit Sharing Plan became members of
the RTC Profit Sharing Plan. All assets of the MTC plan were transferred to
the RTC plan, essentially dissolving the Master Trust. The merger had no
impact on Plan participants. Investment income, realized gains (losses) and
unrealized appreciation (depreciation) of investments are allocated to each
plan for the period prior to the merger, as defined in the Plan document.
The Master Trust was made up of four separate funds as follows: the
Diversified Fund, the Fixed Income Fund, the Rockland Trust Company
Certificates of Deposit Fund and the Middleborough Trust Company
Certificates of Deposit Fund. The MTC funds merged with the RTC
Certificates of Deposit Fund. The major provisions of the Plan are
described below.
Eligibility
An employee becomes a participant in the Plan upon completion of one year of
service (1,000 or more hours of service during the Plan year). In order to
share in the Company's contribution to the Plan for any year, a participant
must:
1. Have worked 1,000 or more hours during the year.
2. Be employed by the Company on the last business day of the year.
However, those participants whose employment terminated during the year
because of retirement under the Company's Retirement Plan or because of
disability, death or for any reason after attainment of age 65 shall
share in the Company's contribution.
Contributions
The Company makes annual contributions to the Plan equal to a certain
percentage of the Company's income, subject to certain provisions, as
defined in the Plan Agreement. During 1993 and 1992, no such contribution
was due to the Plan. In addition, participants may make post-tax voluntary
contributions to the Plan in amounts of up to 10% of their annual salary.
<PAGE>
(1) DESCRIPTION OF THE PLAN (Continued)
Benefits and Vesting
The Company's contribution is allocated to participants based on salaries
earned during the year, up to a salary limitation of $235,840. Participants
currently may elect to be paid up to 50% of their share (nonrestricted
portion) of the Company's contribution. A participant's equity in the
remaining 50% (restricted portion), based on his or her vested percentage,
is payable to the participant upon termination. Forfeitures are allocated
to participants based on salaries earned during the year.
The restricted portion of participants' equity vests according to the
following schedule:
<TABLE>
Vesting
Years of Service Percentage
Less than 3 0%
<CAPTION>
<S> <C>
3 but less than 4 20
4 but less than 5 40
5 but less than 6 60
6 but less than 7 80
7 or more 100
</TABLE>
Until the age of 54 is attained, investments are made in the Diversified
Fund exclusively. Upon attaining this required age, participants may
specify the manner in which their accounts shall be invested. Each
participant may choose to invest in the Diversified Fund, the Fixed Income
Fund or in the Certificates of Deposit Fund.
Trustee
The trustee for the Plan is the Trust Department of the Company (the
Trustee).
Priorities of the Plan upon Termination
In the event of the termination or partial termination of the Plan, the
Trustee shall liquidate the entire investment in the Plan, after payment of
all expenses and after proportional adjustment of accounts to reflect such
expenses, fund losses or profits and reallocations to the date of
liquidation. Each participating employee, retired participating employee
and beneficiary of each deceased participating employee shall be entitled to
receive any amounts outstanding to the credit of the participating
employee's account as of the date of liquidation.
<PAGE>
(2) ACCOUNTING POLICIES
The Plan recognizes contributions and investment income on the accrual
basis. Expenses of operations are paid by the Company.
Reclassifications
Certain reclassifications have been made to prior year balances to conform
with the current year's presentation.
(3) INVESTMENTS
Investments at December 31, 1993 and 1992, as shown in the accompanying
financial statements, are stated at market value based on quoted market
price.
The Fixed Income Fund consists of cash equivalents, U.S. Government
securities and corporate obligations. The Certificates of Deposit Fund
consists of cash equivalents, savings and certificates of deposit. These
funds are solely participant-directed investments. The Diversified Fund
consists of cash equivalents, U.S. Government securities, corporate
obligations, corporate common stocks and the Wright Near Term Bond Fund
investments, with $1,700,665 being participant-directed investments and
$3,699,650 being nonparticipant-directed investments as of December 31,
1993.
Included in the interest-bearing deposits and savings and certificates of
deposit in the accompanying statements of net assets available for benefits
are the following securities for which the market value exceeds 5% of net
Plan assets as of the beginning of the Plan year.
<TABLE>
Shares or Current
Description of Investment Par Value Value
<CAPTION>
<S> <C> <C> <C>
December 31,1993 SEI Cash Plus Trust Money
Market Portfolio, Class A 810,150 $ 810,150
Wright Near Term Bond Fund 76,952 834,160
December 31, 1992 Rockland Trust Company,
8.50%, due 1/17/93 502,648 502,648
Wright Near Term Bond Fund 93,731 999,177
</TABLE>
<PAGE>
(4) FEDERAL INCOME TAX
The Plan has been approved as a qualified plan under the Internal Revenue
Code and is exempt from federal income taxes. Although the Plan has a
favorable determination letter from the Internal Revenue Service (IRS), this
letter has not yet been updated for the latest Plan amendments. However,
the Plan sponsor is of the opinion that the Plan, as amended and operated,
meets the IRS requirements, and therefore, the Plan continues to be tax-
exempt.
(5) FORFEITURES
Under the provisions of the Plan, if a former participant is reemployed by
the Company and incurs less than a five-year break in service, the Company
must reinstate any amounts forfeited by the participant. The Plan, as
amended, requires all forfeitures, including current year forfeitures, to be
segregated throughout the Plan year and then allocated to participants at
year-end based on their salaries earned during the year. The forfeitures
totaled $22,045 for 1993.
(6) PLAN OBLIGATIONS
Plan obligations payable to terminated or retired employees included in the
accompanying statements of net assets available for benefits amounted to
$4,466 and $39,788 for 1993 and 1992, respectively.
(7) SUBSEQUENT EVENTS
Effective January 1, 1994, the Company amended the Plan to incorporate
Internal Revenue Code Section 401(k) provisions. The major changes in the
amendment affect vesting requirements, contributions to the Plan, investment
selection and the profit sharing formula.
<PAGE>
THE ROCKLAND TRUST COMPANY
PROFIT SHARING TRUST
<TABLE>
PLAN NO. 002
E.I.N. 04-1782600
ITEM 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1993
<CAPTION>
Shares or Quoted
Par Value Issuer and Description Cost Market Price
<S> <C> <C> <C>
DIVERSIFIED FUND:
Cash equivalents-
207,900 SEI Cash Plus Trust Money Market
Portfolio, Class A $ 207,900 $ 207,900
U.S. GOVERNMENT SECURITIES:
100,000 Federal Home Loan Banks, 7.450%,
dated 2/25/87, due 2/25/94 94,250 100,625
100,000 Federal Home Loan Banks, 8.600%,
dated 1/25/90, due 1/25/00 98,250 115,344
50,000 Federal Home Loan Banks, 12.000%,
due 2/25/94 48,063 50,657
100,000 U.S. Treasury Bonds, 8.000%, dated
8/16/76, due 8/15/01-96 95,625 108,781
100,000 U.S. Treasury Bonds, 8.125%, dated
8/15/89, due 8/15/19 97,156 119,094
250,000 U.S. Treasury Bonds, 8.250%, dated
5/15/75, due 5/15/05 244,781 283,908
100,000 U.S. Treasury Bonds, 8.375%, dated
8/15/78, due 8/15/08 99,469 116,688
100,000 U.S. Treasury Bonds, 8.750%, dated
11/15/78, due 11/15/08 99,969 119,719
100,000 U.S. Treasury Bonds, 9.125%, due
5/15/09 100,000 123,250
50,000 U.S. Treasury Bonds, 10.125%, due
11/15/94 46,094 52,719
50,000 U.S. Treasury Bonds, 10.375%, dated
7/9/80, due 5/15/95 47,094 54,250
75,000 U.S. Treasury Bonds, 10.500%, due
2/15/95 71,813 80,508
50,000 U.S. Treasury Bonds, 10.750%, dated
1/4/83, due 2/15/03 46,344 67,407
75,000 U.S. Treasury Bonds, 10.750%, dated
7/2/85, due 8/15/05 73,875 104,648
50,000 U.S. Treasury Bonds, 11.625%, dated
9/29/82, due 11/15/02 48,750 70,172
75,000 U.S. Treasury Bonds, 11.625%, dated
10/30/84, due 11/15/04 73,125 108,914
50,000 U.S. Treasury Bonds, 11.750%, due
2/15/01 47,312 68,109
75,000 U.S. Treasury Bonds, 11.875%, due
11/15/03 74,672 108,562
100,000 U.S. Treasury Bonds, 8.375%, dated
4/15/88, due 4/15/95 100,000 105,500
100,000 U.S. Treasury Bonds, 8.500%, dated
2/15/90, due 2/15/00 99,781 116,125
1,706,423 2,074,980
CORPORATE OBLIGATIONS:
200,000 *Rockland Trust Co., Capital Notes,
10%, due 10/15/96 200,000 206,500
140,500 *Rockland Trust Co., Capital Notes,
9.50%, due 10/15/96 137,250 139,271
337,250 345,771
CORPORATE COMMON STOCKS:
1,000 AMP, Inc. 37,725 63,125
3,095 Archer-Daniels-Midland Co. 14,804 70,411
</TABLE>
The accompanying notes are an integral part of these schedules.
<PAGE>
THE ROCKLAND TRUST COMPANY
PROFIT SHARING TRUST
<TABLE>
PLAN NO. 002
E.I.N. 04-1782600
ITEM 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1993
(Continued)
<CAPTION>
Shares or Quoted
Par Value Issuer and Description Cost Market Price
<S> <C> <C> <C>
CORPORATE COMMON STOCKS (Continued):
2,550 Bankcorp Hawaii Inc. $ 42,217 $ 69,700
1,000 Bausch & Lomb Inc. 11,865 51,250
2,750 Black Hills Corp. 43,160 62,563
2,000 Central & Southwest Corp. 16,372 60,500
2,400 Dean Foods Co. 45,944 78,300
1,000 Exxon Corp. 10,350 63,125
4,101 Federal Signal Corp. 23,574 114,828
700 General Electric Co. 27,822 73,412
1,500 Great Lakes Chemical 20,856 111,938
1,800 Hillenbrand Industries Inc. 17,539 74,925
45,859 *Independent Bank Corp. 350,423 212,096
2,742 Keystone International Inc. 30,094 75,062
1,000 Melville Corp. 30,209 40,625
900 Minnesota Mining and Manufacturing Co. 72,410 97,875
2,700 NBD Bancorp 17,460 80,325
800 Raytheon Co. 15,143 52,800
1,000 Rockwell International Corp. 27,485 37,125
4,875 RPM Inc. 39,000 84,703
5,400 Southwestern Energy Co. 39,019 97,200
1,050 Stanley Works 16,903 46,725
1,600 Suntrust Banks Inc. 32,296 72,000
1,200 Teco Energy Inc. 15,156 54,300
997,826 1,844,913
MUTUAL FUND:
76,952 Wright Near Term Bond Fund 825,994 834,160 (1)
FIXED INCOME FUND:
Cash Equivalents-
810,150 SEI Cash Plus Trust Money
Market Portfolio, Class A 810,150 810,150 (1)
CERTIFICATES OF DEPOSIT FUND:
Cash Equivalents-
300 SEI Cash Plus Trust Money
Market Portfolio, Class A 300 300
</TABLE>
The accompanying notes are an integral part of these schedules.
<PAGE>
THE ROCKLAND TRUST COMPANY
PROFIT SHARING TRUST
<TABLE>
PLAN NO. 002
E.I.N. 04-1782600
ITEM 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1993
(Continued)
<CAPTION>
Shares or Quoted
Par Value Issuer and Description Cost Market Price
<S> <C> <C> <C>
SAVINGS AND CERTIFICATES OF DEPOSIT:
58,990 Rockland Trust Co., CD, 8.5%,
dated 2/21/90, due 2/21/94, FBO
Rockland Trust Co. PFT Sh. CD
Account $ 91,371 $ 91,371
Total investments held at
December 31, 1993 $4,977,214 $6,209,545
</TABLE>
(1) Exceeds 5% of Plan net assets.
* Party-in-interest to the Plan.
The accompanying notes are an integral part of these schedules.
<PAGE>
THE ROCKLAND TRUST COMPANY
PROFIT SHARING TRUST
<TABLE>
PLAN NO. 002
E.I.N. 04-1782600
ITEM 27d-SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
Gain
Identity of Party Purchases Sales (Loss)
<S> <C> <C> <C>
DIVERSIFIED FUND:
Dreyfus Treasury Prime Cash
Management $ 1,261,750 $ 1,262,450 $ -
FIXED INCOME FUND:
Dreyfus Treasury Prime Cash
Management 526,550 534,000 -
SEI Cash Plus Trust Money Market
Fund #32 811,350 1,200 -
CERTIFICATES OF DEPOSIT FUND:
Trust for Short-term Government
Securities 513,900 513,906 -
*Rockland Trust Company CD, 8.50%,
1/17/93 - 502,648 -
</TABLE>
(1) Exceeds 5% of Plan net assets.
* Party-in-interest to the Plan.
The accompanying notes are an integral part of these schedules.
<PAGE>
Exhibit 2
Consent of Independent Auditors
<PAGE>
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the use in this
Form 11-K of our report dated June 21, 1995 and the incorporation by
reference of our report in Independent Bank Corp.'s Registration
Statement No. 33-60293 on Form S-8.
Arthur Andersen LLP
Boston, Massachusetts
June 26, 1995
