INDEPENDENT BANK CORP
10-K/A, 1996-05-29
STATE COMMERCIAL BANKS
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                            United States
                     Securities and Exchange Commission
                         Washington, D.C. 20549
                               FORM 10-K/A

X   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

           For the fiscal year ended December 31, 1995
                             or

              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                   THE SECURITIES EXCHANGE ACT OF 1934

            For the transition period from ____ to ____
                          
                    Commission File Number:  1-9047
                          
                       Independent Bank Corp.
(Exact name of registrant as specified in its charter)

       Massachusetts                                04-2870273
 (State or other jurisdiction of
 incorporation or organization)     (I.R.S. Employer Identification No.)
                

         288 Union Street
     Rockland,   Massachusetts                        02370
      (Address of principal executive offices)       (Zip Code)

  Registrant's telephone number, including area code:  (617) 878-6100
                    
       Securities registered pursuant to Section 12(b) of the Act:
                         
     Title of each class          Name of eachexchange on which registered
              None                           None

      Securities registered pursuant to section 12(g) of the Act:
                         
                       Common Stock, $.0l par value per share
                             (Title of Class)
                          
                    Preferred Stock Purchase Rights
                            (Title of Class)
                   
 Indicate by check mark whether, the registrant (1) has  filed all
 reports required by Section 13 or 15(d) of the Securities Exchange
 Act of 1934 during the preceding 12 months and (2) has
 been subject to such filing requirements for the past 90 days.

  X  Yes            No

Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to
this Form 10-K.
As  of February 29, 1996, the aggregate market value
of the 12,082,149 shares of Common Stock of the
Registrant issued   and   outstanding  on  such
date,   excluding 2,448,909  shares held by all
directors  and  executive officers  of  the
Registrant as group, was $84,575,043. This figure is
based on the closing sale price of $7.00 per share on
February 29, 1996, as reported in The Wall Street
Journal on March 1, 1996.
Number  of  shares  of Common Stock outstanding  as
of February 29, 1996:  14,531,058
         DOCUMENTS INCORPORATED BY REFERENCE
     List hereunder the following documents
incorporated by reference and the Part of Form 10-K
into which the document is incorporated:
(1)  Portions of the Registrant's Annual Report to
Stockholders for the fiscal  year ended December 31,
1995 are incorporated into Part    II, Items 5-8 of
this Form 10-K.
(2)  Portions of the Registrant's definitive proxy
statement for its 1996 Annual Meeting of Stockholders
are incorporated into Part III,    Items 10-13 of
this Form 10-K.



                          
                     SIGNATURES

           Pursuant to the requirements of Section 13
     or 15(d) of the Securities Exchange Act of 1934,
     the Registrant has duly caused this amendment to
     report  to  be  signed  on  its  behalf  by  the
     undersigned, thereunto duly authorized.
     
                                    INDEPENDENT  BANK CORP.
     
     
     
     Date: May 29,1996               John F. Spence, Jr.   *
                                     John F. Spence, Jr.
                                     Chairman  of  the Board and
                                     Chief Executive Officer
     
     
     Pursuant  to the requirements of the  Securities
     Exchange  Act of 1934, this amendment to  report
     has been  signed below by the followings person
     on   behalf  of  the  Registrant  and   in   the
     capacities  and  on the dates  indicated.   Each
     person  whose  signature  appears  below  hereby
     makes,  constitutes  and  appoints  Douglas   H.
     Philipsen,  John F. Spence, Jr., Richard  Seaman
     and  each of them acting individually, his  true
     and  lawful attorneys, with full power  to  sign
     for  such  person and in such person's name  and
     capacity  indicated below any and all amendments
     to   this   Form  10-K,  hereby  ratifying   and
     confirming such person's signature as it may  be
     signed   by  said  attorneys  to  any  and   all
     amendments.
     

     Douglas H. Philipsen *                  Date: May 29, 1996
     Douglas H. Philipsen
     Director and President





<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from SEC
Form 10-K and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<CASH>                                           67354
<INT-BEARING-DEPOSITS>                             296
<FED-FUNDS-SOLD>                                 13000
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                      32628
<INVESTMENTS-CARRYING>                          230358
<INVESTMENTS-MARKET>                            230871
<LOANS>                                         628141
<ALLOWANCE>                                    (12088)
<TOTAL-ASSETS>                                  987589
<DEPOSITS>                                      871085
<SHORT-TERM>                                      8091
<LIABILITIES-OTHER>                              10998
<LONG-TERM>                                      24843
<COMMON>                                           145
                                0
                                          0
<OTHER-SE>                                       72427
<TOTAL-LIABILITIES-AND-EQUITY>                  987589
<INTEREST-LOAN>                                  55870
<INTEREST-INVEST>                                16178
<INTEREST-OTHER>                                   983
<INTEREST-TOTAL>                                 73031
<INTEREST-DEPOSIT>                               26042
<INTEREST-EXPENSE>                               29143
<INTEREST-INCOME-NET>                            43888
<LOAN-LOSSES>                                     1000
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  39252
<INCOME-PRETAX>                                  15116
<INCOME-PRE-EXTRAORDINARY>                       15116
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     10387
<EPS-PRIMARY>                                     0.71
<EPS-DILUTED>                                     0.71
<YIELD-ACTUAL>                                    8.27
<LOANS-NON>                                       4718
<LOANS-PAST>                                      5271
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                 13719
<CHARGE-OFFS>                                   (4082)
<RECOVERIES>                                      1451
<ALLOWANCE-CLOSE>                                12088
<ALLOWANCE-DOMESTIC>                             12088
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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