As filed with the Securities and Exchange Commission on May 13, 1997
Registration No. 333-25999
333-25999-01
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
To
Form S-3
Registration Statement under the Securities Act of 1933
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INDEPENDENT BANK CORP. INDEPENDENT CAPITAL TRUST I
(Exact name of Registrant as specified (Exact name of Registrant as
in its charter) specified in its trust agreement)
MASSACHUSETTS
(State or other jurisdiction of DELAWARE
incorporation or organization) (State or other jurisdiction of
incorporation or organization)
---------
---------
6022
(Primary Standard Industrial 6719
Classification Code Number) (Primary Standard Industrial
Classification Code Number)
04-2870273
(I.R.S. Employer Applied for
Identification No.) (I.R.S. Employer
Identification No.)
----------
288 Union Street
Rockland, Massachusetts 02370
(617) 878-6100
(Address, including zip code, and telephone number, including area code, of
Registrants' principal executive offices)
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Richard J. Seaman
Chief Financial Officer
Independent Bank Corp.
288 Union Street
Rockland, Massachusetts 02370
(617) 878-6100
(Name, address, including zip code, and telephone number, including area code,
of agents for service)
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Copies to:
Norman B. Antin, Esq. Vince Pisano, Esq.
Elias, Matz, Tiernan & Herrick L.L.P. Skadden, Arps, Slate, Meagher & Flom LLP
734 15th Street, N.W. 919 Third Avenue
Washington, D.C. 20005 New York, New York 10022
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Approximate Date of Commencement of Proposed Sale to the Public:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. |_|
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The Registrants hereby amend this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
SEC registration fee $ 8,713
NASD fee 3,400
Nasdaq fees 17,500
Trustees' fees and expenses 6,000
Legal fees and expenses 115,000*
Rating agency fees and expenses 20,000*
Accounting fees and expenses 40,000*
Printing expenses 60,000*
Underwriters expenses 75,000*
Miscellaneous expenses 34,387*
Total --------
$380,000
========
- ----------
* Estimated.
<PAGE>
Item 16. Exhibits and Financial Statement Schedules
Exhibit No. Description
- ----------- -----------
1 Form of Underwriting Agreement*
4.1 Indenture of the Corporation relating to the Junior Subordinated
Debentures*
4.2 Form of Certificate of Junior Subordinated Debenture (included as
Exhibit A to Exhibit 4.1)*
4.3 Certificate of Trust of Independent Capital Trust I*
4.4 Amended and Restated Declaration of Trust of Independent Capital
Trust I*
4.5 Form of Trust Preferred Security Certificate for Independent Capital
Trust I (included as Exhibit A to Exhibit 4.4)*
4.6 Form of Guarantee of the Corporation relating to the Trust Preferred
Securities*
5.1 Opinion and consent of Elias, Matz, Tiernan & Herrick L.L.P. as to
legality of the Junior Subordinated Debentures and the Guarantee to
be issued by the Corporation
5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to legality
of the Trust Preferred Securities to be issued by Independent
Capital Trust I
8 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. as to certain
federal income tax matters
12.1 Computation of ratio of earnings to fixed charges (excluding
interest on deposits)*
12.2 Computation of ratio of earnings to fixed charges (including
interest on deposits)*
23.1 Consent of Arthur Anderson LLP*
23.2 Consent of Elias, Matz, Tiernan & Herrick L.L.P. (included in
Exhibit 5.1)
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 5.2)
24 Power of Attorney of certain officers and directors of the
Corporation (located on the signature page to Form S-3)*
25.1 Form T-1 Statement of Eligibility of The Bank of New York to act as
trustee under the Indenture*
25.2 Form T-1 Statement of Eligibility of The Bank of New York to act as
trustee under the Declaration of Trust of Independent Capital Trust
I*
25.3 Form T-1 Statement of Eligibility of The Bank of New York under the
Guarantee for the benefit of the holders of the Trust Preferred
Securities*
- ----------
* Previously filed.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Independent
Bank Corp. certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rockland, State of Massachusetts on
the 13th day of May 1997.
INDEPENDENT BANK CORP.
By: /s/ John F. Spence, Jr.
--------------------------------------------------
John F. Spence, Jr.
Chairman of the Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Richard S. Anderson* Date: May 13, 1997
- -----------------------------------
Richard S. Anderson
Director
/s/ Donald K. Atkins* Date: May 13, 1997
- -----------------------------------
Donald K. Atkins
Director
/s/ W. Paul Clark* Date: May 13, 1997
- -----------------------------------
W. Paul Clark
Director
<PAGE>
Date: May 13, 1997
- -----------------------------------
Robert L. Cushing
Director
Date: May 13, 1997
- -----------------------------------
Benjamin A. Gilmore, II
Director
/s/ Lawrence M. Levinson* Date: May 13, 1997
- -----------------------------------
Lawrence M. Levinson
Director
/s/ Douglas H. Philipsen Date: May 13, 1997
- -----------------------------------
Douglas H. Philipsen
Director and President
/s/ Richard H. Sgarzi* Date: May 13, 1997
- -----------------------------------
Richard H. Sgarzi
Director
/s/ John F. Spence, Jr. Date: May 13, 1997
- -----------------------------------
John F. Spence, Jr.
Chairman of the Board and
Chief Executive Officer
(principal executive officer)
/s/ Robert J. Spence* Date: May 13, 1997
- -----------------------------------
Robert J. Spence
Director
/s/ William J. Spence* Date: May 13, 1997
- -----------------------------------
William J. Spence
Director
/s/ Brian S. Tedeschi* Date: May 13, 1997
- -----------------------------------
Brian S. Tedeschi
Director
/s/ Thomas J. Teuten* Date: May 13, 1997
- -----------------------------------
Thomas J. Teuten
Director
<PAGE>
/s/ Richard J. Seaman Date: May 13, 1997
- -----------------------------------
Richard J. Seaman
Chief Financial Officer and Treasurer
(principal financial and accounting officer)
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*By Douglas H. Philipsen, attorney-in-fact.
Pursuant to the requirements of the Securities Act of 1933, Independent
Capital Trust I certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Rockland, State of
Massachusetts, on the 13th day of May 1997.
INDEPENDENT CAPITAL TRUST I
By: /s/ Douglas H. Philipsen
-----------------------------
Douglas H. Philipsen
Administrative Trustee
By: /s/ Richard J. Seaman
-----------------------------
Richard J. Seaman
Administrative Trustee
By: /s/ Russell N. Viau
-----------------------------
Russell N. Viau
Administrative Trustee
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
1 Form of Underwriting Agreement*
4.1 Indenture of the Corporation relating to the Junior Subordinated
Debentures*
4.2 Form of Certificate of Junior Subordinated Debenture (included as
Exhibit A to Exhibit 4.1)*
4.3 Certificate of Trust of Independent Capital Trust I*
4.4 Amended and Restated Declaration of Trust of Independent Capital
Trust I*
4.5 Form of Trust Preferred Security Certificate for Independent Capital
Trust I (included as Exhibit A to Exhibit 4.4)*
4.6 Form of Guarantee of the Corporation relating to the Trust Preferred
Securities*
5.1 Opinion and consent of Elias, Matz, Tiernan & Herrick L.L.P. as to
legality of the Junior Subordinated Debentures and the Guarantee to
be issued by the Corporation
5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to legality
of the Trust Preferred Securities to be issued by Independent
Capital Trust I
8 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. as to certain
federal income tax matters
12.1 Computation of ratio of earnings to fixed charges (excluding
interest on deposits)*
12.2 Computation of ration of earnings to fixed charges (including
interest on deposits)*
23.1 Consent of Arthur Anderson LLP*
23.2 Consent of Elias, Matz, Tiernan & Herrick L.L.P. (included in
Exhibit 5.1)
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 5.2)
24 Power of Attorney of certain officers and directors of the
Corporation (located on the signature page to the Form S-3)*
25.1 Form T-1 Statement of Eligibility of The Bank of New York to act as
trustee under the Indenture*
25.2 Form T-1 Statement of Eligibility of The Bank of New York to act as
trustee under the Declaration of Trust of Independent Capital Trust
I*
25.3 Form T-1 Statement of Eligibility of The Bank of New York under the
Guarantee for the benefit of the holders of the Trust Preferred
Securities*
- ----------
* Previously filed.
EXHIBIT 5.1
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
Telephone (202) 347-0300
May 13, 1997
Board of Directors
Independent Bank Corp.
288 Union Street
Rockland, Massachusetts 02370
Re: Registration Statement on Form S-3;
File Nos. 333-25999 and 333-25999-01
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended (the "Act"), of up to $28,750,000 aggregate principal amount of Junior
Subordinated Deferrable Interest Debentures (the "Debt Securities") of
Independent Bank Corp., a Massachusetts corporation (the "Corporation"), up to
$28,750,000 aggregate liquidation amount of Cumulative Trust Preferred
Securities (the "Trust Preferred Securities") of Independent Capital Trust I, a
business trust created under the laws of the State of Delaware (the "Issuer"),
and the Trust Preferred Securities Guarantee with respect to the Trust Preferred
Securities (the "Guarantee") to be executed and delivered by the Corporation for
the benefit of the holders from time to time of the Trust Preferred Securities,
we, as your counsel, have examined such corporate records, certificates and
other documents, and such questions of law, as we have considered necessary or
appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, when:
(i) the Registration Statement relating to the Debt Securities, the
Trust Preferred Securities and the Guarantee has become effective under
the Act;
(ii) the Guarantee Agreement relating to the Guarantee with respect
to the Trust Preferred Securities of the Issuer has been duly executed and
delivered;
(iii) the Debt Securities have been duly executed and authenticated
in accordance with the Indenture and issued and delivered as contemplated
in the Registration Statement; and
<PAGE>
Board of Directors
May 13, 1997
Page 2
(iv) the Trust Preferred Securities have been duly executed in
accordance with the Amended and Restated Declaration of Trust of the
Issuer and issued and delivered as contemplated in the Registration
Statement, the Debt Securities and the Guarantee relating to the Trust
Preferred Securities of the Issuer will constitute valid and legally
binding obligations of the Corporation, except to the extent that
enforcement thereof may be limited by the receivership, conservatorship
and supervisory powers of bank regulatory agencies generally, as well as
by bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws relating to or affecting creditors'
rights generally, by general equitable principles (regardless of whether
considered in a proceeding in equity or at law) and by any public policy
underlying applicable federal or state laws.
The foregoing opinion is limited to the Federal laws of the United States,
the laws of the State of New York and the laws of the Commonwealth of
Massachusetts, and we are expressing no opinion as to the effect of the laws of
any other jurisdiction.
We understand that you have received an opinion regarding the Trust
Preferred Securities from Skadden, Arps, Slate, Meager & Flom LLP, special
Delaware counsel for the Corporation and the Issuer. We are expressing no
opinion with respect to the matters contained in such opinion.
Also, we have relied as to certain matters on information obtained from
public officials, officers of the Corporation and other sources believed by us
to be responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the heading "Legal
Matters" in the Prospectus. In giving such consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Act.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P
By: /s/ Norman B. Antin
--------------------------
Norman B. Antin, a Partner
EXHIBIT 5.2
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10019
May 13, 1997
Independent Bank Corp.
Independent Capital Trust I
c/o Independent Bank Corp.
588 Union Street
Rockland, Massachusetts 02370
Re: Independent Bank Corp.;
Independent Capital Trust I;
Registration Statement on Form S-3
(Registration Nos. 333-25999 and 333-25999-01)
Ladies and Gentlemen:
We have acted as special Delaware counsel to (1) Independent Capital
Trust I (the "Trust"), a statutory business trust formed under the laws of the
State of Delaware, and (2) Independent Bank Corp., a corporation organized under
the laws of the State of Massachusetts (the "Company"), in connection with the
preparation of a Registration Statement on Form S-3 (Registration Nos. 333-25999
and 333-25999-01), filed by the Company and the Trust with the Securities and
Exchange Commission (the "Commission") on April 28, 1997 under the Securities
Act of 1933, as amended (the "Act"), and Amendment No. 1 thereto, filed with the
Commission on May 13, 1997 (such Registration Statement, as so amended, being
hereinafter referred to as the "Registration Statement"), in connection with the
public offering of up to 1,150,000 preferred securities (the "Trust Preferred
Securities") of the Trust.
<PAGE>
Independent Capital Trust I
Independent Bank Corp.
May 13, 1997
Page 2
The Trust Preferred Securities are to be issued pursuant to the
Amended and Restated Declaration of Trust of the Trust (the "Declaration"),
among the Company, as sponsor, The Bank of New York (Delaware), as Delaware
trustee (the "Delaware Trustee"), The Bank of New York, as property trustee (the
"Property Trustee"), and Douglas H. Philipsen, Richard J. Seaman and Russell N.
Viau, as administrative trustees (together, the "Administrative Trustees").
This opinion is being delivered in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Act. Capitalized terms used but
not otherwise defined herein have the meanings ascribed to them in the
Registration Statement.
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
certificate of trust of the Trust (the "Certificate of Trust"), filed with the
Secretary of State of the State of Delaware on April 28, 1997; (ii) the form of
the Declaration; (iii) the form of the Trust Preferred Securities and (iv) the
Registration Statement. We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such other documents, certificates
and records as we have deemed necessary or appropriate as a basis for the
opinions set forth herein.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic or facsimile copies
and the authenticity of the originals of such copies. In making our examination
of documents executed, or to be executed, by parties other than the Trust we
have assumed that the parties thereto had, or will have, the power, corporate or
other, to enter into and perform all obligations thereunder and
<PAGE>
Independent Capital Trust I
Independent Bank Corp.
May 13, 1997
Page 3
have also assumed the due authorization by all requisite action, corporate or
other, and execution and delivery by such parties of such documents and the
validity and binding effect thereof. In addition, we have assumed that the
Declaration and the Trust Preferred Securities, when executed, will be executed
in substantially the forms reviewed by us. As to any facts material to the
opinions expressed herein which were not independently established or verified,
we have relied upon oral or written statements and representations of officers,
trustees and other representatives of the Company, the Trust and others.
Members of our firm are admitted to the bar in the State of
Delaware, and we do not express any opinion as to the laws of any other
jurisdiction.
Based on and subject to the foregoing and to the other
qualifications and limitations set forth herein, we are of the opinion that the
Trust Preferred Securities, when the Declaration is duly executed and delivered
by the parties thereto and the terms of the Trust Preferred Securities are
established in accordance with the terms of the Declaration, will be duly
authorized for issuance and, when issued, executed and authenticated in
accordance with the Declaration and delivered and paid for as contemplated by
the Registration Statement, will be validly issued, fully paid and
nonassessable, representing undivided beneficial interests in the assets of the
Trust; and the holders of such Trust Preferred Securities will be entitled to
the same limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware. We bring to your attention, however, that the holders of Trust
Preferred Securities of the Trust may be obligated, pursuant to the Declaration,
to (i) provide indemnity and/or security in connection with and pay taxes or
governmental charges arising from transfers of such Trust Preferred Securities
and (ii) provide security and indemnity in connection
<PAGE>
Independent Capital Trust I
Independent Bank Corp.
May 13, 1997
Page 4
with the requests of or directions to the Property Trustee of the Trust to
exercise its rights and powers under the Declaration.
We hereby consent to the use of our name under the heading "Legal
Matters" in the prospectus which forms a part of the Registration Statement. We
also hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. In giving this consent, we do not thereby
admit that we are within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission promulgated
thereunder. This opinion is expressed as of the date hereof unless otherwise
expressly stated, and we disclaim any undertaking to advise you of any
subsequent changes in the facts stated or assumed herein or of any subsequent
changes in applicable law.
Very truly yours,
EXHIBIT 8
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
Telephone (202) 347-0300
May 13, 1997
Board of Directors
Independent Bank Corp.
288 Union Street
Rockland, Massachusetts 02370
Re: Registration Statement on Form S-3;
File Nos. 333-25999 and 333-25999-01
Ladies and Gentlemen:
As special federal tax counsel to Independent Capital Trust I (the
"Issuer") and Independent Bank Corp. in connection with the issuance by the
Issuer of up to $28,750,000 of its Cumulative Trust Preferred Securities
pursuant to the prospectus (the "Prospectus") contained in the Registration
Statement, and assuming (i) the holder of the Common Securities of the Issuer
will have "substantial assets" (other than the Common Securities) within the
meaning of Treasury Regulations Section 301.7701-2(d)(2) and (ii) the operative
documents described in the Prospectus will be performed in accordance with the
terms described therein, we hereby confirm to you our opinion as set forth under
the heading "Certain Federal Income Tax Consequences" in the Prospectus, subject
to the limitations set forth therein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the heading "Certain
Federal Income Tax Consequences" in the Prospectus. In giving such consent, we
do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P
By: /s/ Norman B. Antin
--------------------------
Norman B. Antin, a Partner
