SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INDEPENDENT BANK CORP. INDEPENDENT CAPITAL TRUST I
(Exact name of Registrant as (Exact name of Registrant as specified
specified in its charter) in its trust agreement)
MASSACHUSETTS DELAWARE
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
04-2870273 APPLIED FOR
(I.R.S. Employer (I.R.S. Employer
Identification No.) 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)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with the
instruction Act (c)(1) please effectiveness of a concurrent
check the following box. [ ] registration statement under the
Securities Act of 1933 pursuant to
General Instruction Act (c)(2)
please check the following box [ ]
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
____% Cumulative Trust Preferred Securities of Independent Capital Trust I
___% Junior Subordinated Deferrable Interest Debentures of Independent Bank
Corp.
Guarantee of Independent Bank Corp. with respect to the Trust Preferred
Securities
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The information relating to the Registrants' securities
required by Item 202 of Regulation S-K is hereby incorporated by
reference to the information presented under the captions "Description
of Trust Preferred Securities," "Description of Junior Subordinated
Debentures," "Description of Guarantee" and "Relationship Among the
Trust Preferred Securities, the Junior Subordinated Debentures and the
Guarantee" in the Registrants' Registration Statement on Form S-3
(Registration No. 333-25999 and 333-25999-01) filed with the
Commission on April 28, 1997 (the "Form S-3"), and the same sections
in the Prospectus to be filed pursuant to Rule 424(b) which are deemed
to be incorporated by reference herein.
ITEM 2. EXHIBITS
4.1 Indenture of Independent Bank Corp relating to the Junior
Subordinated Debentures.{1/}
4.2 Form of Certificate of Junior Subordinated Debentures (included as
an exhibit to Exhibit 4.1)
4.3 Certificate of Trust of Independent Capital Trust I.{2/}
4.4 Amended and Restated Declaration of Trust of Independent Capital
Trust I.{3/}
4.5 Form of Trust Preferred Security Certificate of Independent Capital
Trust I (included as an exhibit to Exhibit 4.4).
4.6 Form of Trust Preferred Securities Guarantee Agreement.{4/}
**FOOTNOTES**
{1/} Incorporated by reference to Exhibit 4.1 to the Form S-3.
{2/} Incorporated by reference to Exhibit 4.3 to the Form S-3.
{3/} Incorporated by reference to Exhibit 4.4 to the Form S-3.
{4/} Incorporated by reference to Exhibit 4.6 to the Form S-3.
2
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
INDEPENDENT BANK CORP.
Date: May 8, 1997 By:/S/ RICHARD J. SEAMAN
Richard J. Seaman, Chief Financial Officer
INDEPENDENT CAPITAL TRUST I
Date: May 8, 1997 By:/S/ RICHARD J. SEAMAN
Richard J. Seaman, Administrative Trustee
3
