SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only
[X] Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Independent Bank Corp.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box)
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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<PAGE>
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[LOGO]
NOTICE OF ANNUAL MEETING
To Be Held on April 8, 1999
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Independent Bank Corp. (the "Company") will be held at the Plimoth Plantation,
137 Warren Avenue, Plymouth, Massachusetts 02360 on Thursday, April 8, 1999 at
3:30 p.m., for the following purposes, all of which are more completely set
forth in the accompanying proxy statement:
(1) To elect four directors to serve as Class III Directors, each for a
term of three years and until their successors are elected and
qualified;
(2) To consider and act upon any matters incidental to the foregoing
purposes or any of them, and any other business which may properly
come before the Annual Meeting or any and all adjournments.
Stockholders of record of the Company at the close of business on February
26, 1999 are entitled to receive notice of and to vote at the Annual Meeting and
at any adjournment(s) thereof.
By Order of the Board of Directors
Linda M. Campion
Clerk
Rockland, Massachusetts
March 8, 1999
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO
BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THIS MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY YOUR PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN
WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
<PAGE>
INDEPENDENT BANK CORP.
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PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished to the holders of the common stock, $.01
par value per share ("Common Stock") of Independent Bank Corp. (the "Company"),
in connection with the solicitation of proxies by the Board of Directors for use
at the Annual Meeting of Stockholders ("Annual Meeting") to be held at the
Plimoth Plantation, 137 Warren Avenue, Plymouth, Massachusetts 02360 on
Thursday, April 8, 1999 at 3:30 p.m., and at any adjournment or adjournments
thereof for the purposes set forth in the Notice of Annual Meeting. This Proxy
Statement is expected to be mailed to stockholders on or about March 8, 1999.
Each proxy solicited hereby, if properly signed and returned to the Company
and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted (1) FOR the election of the four nominees named
herein as Class III Directors, and (2) upon such other matters as may properly
come before the Annual Meeting, in accordance with the best judgment of the
persons appointed as proxies.
Any stockholder giving a proxy has the power to revoke it at any time
before it is exercised by (i) filing with the Clerk of the Company written
notice thereof at the Company's principal executive offices located at 288 Union
Street, Rockland, Massachusetts 02370, (ii) submitting a duly executed proxy
bearing a later date which is received by the Clerk at least one business day
prior to the Annual Meeting, or (iii) appearing at the Annual Meeting and giving
the Clerk notice of his or her intention to vote in person. Proxies solicited
hereby may be exercised only at the Annual Meeting and any adjournment or
adjournments thereof and will not be used for any other meeting.
VOTING PROCEDURE
Only stockholders of record at the close of business on February 26, 1999
("Voting Record Date") will be entitled to vote at the Annual Meeting and any
adjournment or adjournments thereof. On the Voting Record Date, there were
14,210,078 shares of Common Stock of the Company issued and outstanding and the
Company had no other class of equity securities outstanding. Each share of
Common Stock is entitled to one vote at the Annual Meeting on all matters
properly presented at the Annual Meeting. The By-laws of the Company require
that the holders of a majority in interest of all shares of Common Stock then
outstanding and entitled to vote be present in person or be represented by proxy
at the Annual Meeting in order to constitute a quorum for the transaction of
business. A plurality of votes cast by the holders of Common Stock is required
for election of directors. Abstentions and broker non-votes are counted for
purposes of determining the presence or absence of a quorum for transaction of
business at the meeting. Abstentions are counted as a negative vote in the
tabulations of the votes on proposals presented to stockholders, whereas broker
non-votes are disregarded for purposes of determining whether a proposal has
been approved. With regard to the election of directors, votes for which
authority to vote is withheld will not be counted in the vote and will have no
effect.
Page 1
<PAGE>
ELECTION OF DIRECTORS
(Notice Item 1)
The Articles of Organization provide that the Board of Directors shall be
divided into three classes as nearly equal in number as possible, and that the
members of each class are to be elected for a term of three years and until
their successors are elected and qualified. One class of directors is to be
elected annually.
The current terms of office of the Class I and Class II Directors do not
expire this year, and each director in these classes continues in office. Such
directors' current terms expire in 2000 and 2001, respectively. Each director
will continue in office until his term expires and until his successor is
elected and qualified or until his earlier death, removal or resignation. Unless
authority to do so has been withheld or limited in the proxy, it is the
intention of the persons named as proxies to vote the shares to which the proxy
relates for the election to the Board of Directors as Class III Directors the
four nominees listed below.
Management knows of no reason why any nominee should not be available for
election to the Board of Directors at the time of the Annual Meeting. However,
should any of the nominees not be available, it is the intention of the persons
named as proxies to act in respect to the filling of that office by voting the
shares to which the proxy relates, unless authority to do so has been withheld
or limited in the proxy, for the election of such other person or persons as may
be designated by the Board of Directors or, in the absence of such designation,
in such other manner as they may, in their discretion, determine. In no event
will the proxy be voted for any number of directors greater than four.
The Company's By-laws govern nominations for election to the Board of
Directors and require all nominations for election to the Board of Directors
other than those made by the Board of Directors to be made by a stockholder of
record who has complied with the notice provisions contained therein. Written
notice of a stockholder's nomination must be communicated to the attention of
the Clerk of the Company and either delivered to, or mailed and received at, the
principal executive offices of the Company not less than 75 nor more than 125
days prior to the anniversary date of the immediately preceding annual meeting
of stockholders of the Company. Such notice shall include specified matters set
forth in the By-laws.
Information About Nominees For Directors and Continuing Directors
The name of each nominee for election as a Class III Director and each
current director who will continue to serve as a director until the annual
meetings of stockholders to be held in 2000 and 2001, his age, and his principal
occupation, are set forth below. The number of full shares of Common Stock
beneficially owned by each nominee and each continuing director at the close of
business on January 31, 1999 is set forth below in the table under "Beneficial
Ownership." No director of the Company is related to any other director or to
any executive officer of the Company by blood, marriage or adoption, except
Messrs. Robert J. Spence and William J. Spence, who are brothers, and there are
no arrangements or understandings between a director and any other person
pursuant to which such person was elected a director. Rockland Trust Company,
the Company's wholly-owned banking subsidiary, is hereinafter referred to as
"Rockland" or the "Bank." Middleborough Trust Company, which was a wholly-owned
banking subsidiary of the Company until its merger with and into Rockland in
1992, is hereinafter referred to as "Middleborough."
Page 2
<PAGE>
The Nominees--Class III (Term Expires in 1999)
Donald K. Atkins. Age 70. Mr. Atkins served as President and Chief
Executive Officer of Winthrop-Atkins Co., Inc. (manufacturer of calendars,
Middleborough, Massachusetts) until his retirement in 1987. Mr. Atkins is
Treasurer of the Hanna B. G. Shaw Home for the Aged, Inc. (a non-profit assisted
living facility, Middleborough, Massachusetts). Mr. Atkins, a director of the
Company since 1986, became a director of Rockland in 1992 and served as a
director of Middleborough from 1963 until its merger with Rockland.
Douglas H. Philipsen. Age 60. Mr. Philipsen was appointed Chairman of the
Board of Directors of the Company and Rockland in July 1998. Mr. Philipsen
joined Rockland in December 1991 as President, Chief Executive Officer and a
director. At that time he also became President and a director of the Company.
From October 1987 through November 1990, Mr. Philipsen served as President and
Chief Executive Officer of Bank of New England-Worcester, Worcester,
Massachusetts, and its predecessor financial institutions, Guaranty Bank & Trust
and Consumers Savings Bank.
Robert J. Spence. Age 70. Mr. Spence is President of Albert Culver Co.
(retail fuel company, Rockland, Massachusetts). Mr. Spence has served as a
director of Rockland since 1961 and of the Company since 1986.
Brian S. Tedeschi. Age 48. Mr. Tedeschi is Chairman of the Board of
Directors of Tedeschi Realty Corp. (real estate development, Rockland,
Massachusetts). Mr. Tedeschi has served as a director of Rockland since 1980 and
of the Company since 1991.
The Board of Directors Recommends That You Vote For
The Election of All Nominees For Directors.
Proxies Solicited by the Board of Directors Will
Be So Voted in the Absence of a Direction to the Contrary.
Directors Continuing in Office
Class I (Term Expires in 2000)
Richard S. Anderson. Age 56. Mr. Anderson is an owner and principal
executive of Anderson-Cushing Insurance Agency, Inc. (insurance broker,
Middleboro, Massachusetts). Mr. Anderson became a director of the Company and
Rockland in 1992 and served as a director of Middleborough from 1980 until its
merger with Rockland.
Lawrence M. Levinson. Age 80. Mr. Levinson is a partner in the law firm of
Burns & Levinson LLP, Boston, Massachusetts and has been a practicing attorney
in Boston since 1948. Mr. Levinson was a director of Rockland from 1960 until
1990, at which time he became an honorary director of Rockland. Mr. Levinson has
served as a director of the Company since 1986. Mr. Levinson is also a director
of Sonesta International Hotels Corporation.
Richard H. Sgarzi. Age 56. Mr. Sgarzi is the President and Treasurer of
Black Cat Cranberry Corp. (cranberry grower, Plymouth, Massachusetts). Mr.
Sgarzi has served as a director of Rockland since 1980 and of the Company since
1994.
Page 3
<PAGE>
Thomas J. Teuten. Age 58. Mr. Teuten is President of each of A.W. Perry,
Inc. and A.W. Perry Security Corporation (real estate investment, Boston,
Massachusetts). Mr. Teuten has served as a director of Rockland since 1975 and
of the Company since 1986.
Class II (Term Expires in 2001)
W. Paul Clark. Age 63. Mr. Clark is the President and General Manager of
Paul Clark, Inc. (Ford and Volkswagen dealership, Brockton, Massachusetts). Mr.
Clark has served as a director of Rockland since 1970 and of the Company since
1986.
Robert L. Cushing. Age 80. Mr. Cushing is President of the Hanna B. G. Shaw
Home for the Aged, Inc. (a non-profit assisted living facility, Middleborough,
Massachusetts). Mr. Cushing was a director of Middleborough from 1957 until 1990
at which time he became an honorary director of Middleborough. Mr. Cushing
became a director of the Company in 1986 and an honorary director of Rockland in
1992.
Benjamin A. Gilmore, II. Age 51. Mr. Gilmore is President of Gilmore
Cranberry Co. (cranberry grower, South Carver, Massachusetts) and Vice-Chairman
of the Board of Directors of Ocean Spray Cranberries, Inc. (cranberry products,
Lakeville, Massachusetts). Mr. Gilmore became a director of Middleborough in
1989 and a director of the Company and Rockland in 1992.
William J. Spence. Age 68. Mr. Spence is President of Mass. Bay Lines, Inc.
(excursion boat rentals, Boston, Massachusetts) and President of New Boston
Concessions, Inc. (food and beverage concessionaire, Boston, Massachusetts). Mr.
Spence became a director of Rockland in 1966 and a director of the Company in
1986.
Page 4
<PAGE>
BENEFICIAL OWNERSHIP
The following table sets forth the beneficial ownership of the Common Stock
as of January 31, 1999, with respect to (i) any person or entity who is known to
the Company to be the beneficial owner of more than 5% of the Common Stock, (ii)
each director and nominee for director of the Company, (iii) each of the named
executive officers in the Summary Compensation Table set forth under "Executive
Compensation", and (iv) all directors and executive officers of the Company as a
group. The Company was aware of no other entity that was the beneficial owner of
more than 5% of the Company's Common Stock as of January 31, 1999.
<TABLE>
<CAPTION>
Amount and Nature
Name of of Beneficial Percent of
Benficial Owner Ownership Class (1)
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<S> <C> <C>
John Hancock Mutual Life Insurance Company
P.O. Box 111, Boston, MA 02117 820,000 5.6%
Richard S. Anderson 15,364(2)
Donald K. Atkins 58,152(3)(4)
*Debra A. Charbonnet, Executive Vice President,
Trust and Financial Services Division of Rockland 9,834(5)
W. Paul Clark 173,753(6) 1.1%
Robert L. Cushing 73,600(4)(7)
* Richard F. Driscoll, Executive Vice President, Retail and
Operations Division of Rockland 75,852(8)
Benjamin A. Gilmore, II 20,050(9)
* Ferdinand T. Kelley, Executive Vice President, Commercial
Lending Division of Rockland 60,824(10)
Lawrence M. Levinson 286,239(11) 1.9%
* Douglas H. Philipsen, Chairman of the Board, President and
Chief Executive Officer 171,063(12) 1.1%
* Richard J. Seaman, Chief Financial Officer and Treasurer 53,818(13)
Richard H. Sgarzi 141,585(14)
Robert J. Spence 279,171(15)(16) 1.9%
William J. Spence 246,224(15)(17) 1.7%
Brian S. Tedeschi 126,190(18)
Thomas J. Teuten 332,905(19) 2.2%
Directors and executive officers of the Company as a group (17
individuals) 2,109,297(20) 14.3%
</TABLE>
* Executive Officer of the Bank
(1) Percentages are not reflected for individuals whose holdings represent less
than 1%. The information contained herein is based on information provided
by the respective individuals and filings pursuant to the Securities
Exchange Act of 1934, as amended ("Exchange Act"). Shares are deemed to be
beneficially owned by a person if he or she directly or indirectly has or
shares (i) voting power, which includes the power to vote or to direct the
voting of the shares, or (ii) investment power, which includes the power to
dispose or to direct the disposition of the shares. Unless otherwise
indicated, all shares are beneficially owned by the respective individuals.
Shares of Common Stock which are subject to stock options exercisable
within 60 days of January 31, 1999 are deemed to be outstanding for the
purpose of computing the amount and percentage of outstanding Common Stock
owned by such person. See "Executive Compensation."
Page 5
<PAGE>
(2) Includes 7,000 shares which Mr. Anderson has a right to acquire immediately
through the exercise of stock options granted pursuant to the Company's
1996 Non-Employee Directors' Stock Option Plan (the "Directors' Option
Plan").
(3) Includes 10,000 shares owned by Mr. Atkins' wife individually over which
Mr. Atkins may be deemed to have shared voting and investment power.
Includes 2,000 shares which Mr. Atkins has a right to acquire immediately
through the exercise of stock options granted pursuant to the Directors'
Option Plan.
(4) Includes 20,000 shares owned by a non-profit organization of which Messrs.
Atkins and Cushing are officers and directors. In each instance, voting and
dispositive power are shared with respect to such shares.
(5) Includes 9,834 shares which Ms. Charbonnet has a right to acquire within 60
days of January 31, 1999 through the exercise of stock options granted
pursuant to the Company's 1997 Employee Stock Option Plan (the "1997
Plan"). See "Executive Compensation."
(6) Includes 44,752 shares owned by Paul Clark, Inc. and 6,306 shares owned by
Paul Clark Investment Co., as to which Mr. Clark has sole voting and
investment power, and 12,335 shares owned by Mr. Clark's wife, as to which
shares Mr. Clark has shared voting and investment power. Includes 7,000
shares which Mr. Clark has a right to acquire immediately through the
exercise of stock options granted pursuant to the Directors' Option Plan.
(7) Includes 3,200 shares owned by Mr. Cushing and his wife, jointly, and 7,200
shares owned by his wife, individually. Mr. Cushing shares voting and
investment power with respect to such shares. Includes 7,000 shares which
Mr. Cushing has a right to acquire immediately through the exercise of
stock options granted pursuant to the Directors' Option Plan.
(8) Includes 10,000 shares owned by Mr. Driscoll and his wife, jointly, and
2,196 shares owned by his wife, individually. Mr. Driscoll shares voting
and investment power with respect to such shares. Includes 45,509 shares
which Mr. Driscoll has a right to acquire within 60 days of January 31,
1999 through the exercise of stock options granted pursuant to the
Company's 1987 Incentive Stock Option Plan (the "1987 Plan") and 1997
Employee Stock Option Plan (the "1997 Plan"). See "Executive Compensation."
(9) Includes 820 shares owned by Mr. Gilmore and his wife, jointly, and 2,147
shares owned by his wife, individually. Mr. Gilmore shares voting and
investment power with respect to such shares. Includes 7,000 shares which
Mr. Gilmore has a right to acquire immediately through the exercise of
stock options granted pursuant to the Directors' Option Plan.
(10) Includes 4,965 shares owned by Mr. Kelley and his wife jointly, and 45,509
shares which Mr. Kelley has a right to acquire within 60 days of January
31, 1999 through the exercise of stock options granted pursuant to the 1987
Plan and the 1997 Plan. See "Executive Compensation."
(11) Includes 83,668 shares held in a charitable trust, as to which Mr. Levinson
is sole trustee and, as such, has sole voting and investment power with
respect to such shares. Includes 2,412 shares owned by Mr. Levinson's wife,
individually, and 4,008 shares owned by Mr. Levinson's children. Mr.
Levinson shares voting and investment power with respect to the shares
owned by his children but not with respect to the shares owned by his wife.
Includes 7,000 shares which Mr. Levinson has a right to acquire immediately
through the exercise of stock options granted pursuant to the Directors'
Option Plan.
Page 6
<PAGE>
(12) Includes 20,519 shares owned by Mr. Philipsen's wife, as to which Mr.
Philipsen may be deemed to have shared voting and investment power, and
66,783 shares which Mr. Philipsen has a right to acquire within 60 days of
January 31, 1999 through the exercise of stock options granted pursuant to
the 1987 Plan and the 1997 Plan. See "Executive Compensation."
(13) Includes 112 shares owned by Mr. Seaman and his wife, jointly. Mr. Seaman
shares voting and investment power with respect to such shares, and 47,459
shares which Mr. Seaman has a right to acquire within 60 days of January
31, 1999 through the exercise of stock options granted pursuant to the 1987
Plan and the 1997 Plan. See "Executive Compensation".
(14) Includes 32,000 shares held by Standish Realty Trust of which Mr. Sgarzi is
a Trustee. Includes 7,000 shares which Mr. Sgarzi has a right to acquire
immediately through the exercise of stock options granted pursuant to the
Directors' Option Plan.
(15) Includes 24,327 shares held by a trust, of which Messrs. R. Spence and W.
Spence are trustees and, as such, share voting and investment power with
respect to such shares.
(16) Includes 47,104 shares owned by Mr. R. Spence's wife and 22,955 shares
owned by a trust for the benefit of his daughter of which he is trustee.
Mr. R. Spence disclaims beneficial ownership with respect to all of such
shares. Includes 7,000 shares which Mr. R. Spence has a right to acquire
immediately through the exercise of stock options granted pursuant to the
Directors' Option Plan.
(17) Includes 51,090 shares owned by Mr. W. Spence's wife. Mr. W. Spence may be
deemed to have shared investment and voting power with respect to such
shares. Mr. W. Spence disclaims beneficial ownership of such shares.
Includes 7,000 shares which Mr. W. Spence has a right to acquire
immediately through the exercise of stock options granted pursuant to the
Directors' Option Plan.
(18) Includes 1,200 shares owned by Mr. Tedeschi's wife individually, 15,146
shares owned by Mr. Tedeschi's daughter, and 15,146 shares owned by Mr.
Tedeschi's son. Mr. Tedeschi may be deemed to have shared voting and
investment power with respect to such shares. Includes 7,000 shares which
Mr. Tedeschi has a right to acquire immediately through the exercise of
stock options granted pursuant to the Directors' Option Plan.
(19) Includes 7,402 shares owned by Mr. Teuten's wife individually, 1,500 shares
held in a trust of which Mr. Teuten is a co-trustee and his wife is a
beneficiary, 12,992 shares held in a trust over which Mr. Teuten has
investment power and his wife is a remainderman, and 300,613 shares owned
of record by A.W. Perry Security Corporation, of which Mr. Teuten is
President and a director. Mr. Teuten shares investment and voting power
with respect to such shares. Includes 7,000 shares which Mr. Teuten has a
right to acquire immediately through the exercise of stock options granted
pursuant to the Directors' Option Plan.
(20) This total has been adjusted to eliminate any double counting of shares
beneficially owned by more than one member of the group.
Page 7
<PAGE>
1998 Meetings and Standard Fee Arrangements of the Board of Directors and
Committees
During 1998, the Board of Directors of the Company had 11 meetings. The
Company has standing Executive, Audit, and Stock Option Plan committees of the
Board of Directors. The Bank has standing Executive, Audit, Compensation and
Trust Committees. The Executive Committee of the Bank is composed of permanent
and rotating members. The permanent members are Messrs. Clark, Sgarzi, R.
Spence, and Teuten. All other members of the Bank's Board of Directors serve on
the Executive Committee of the Bank in a rotating capacity for three months at
least once per year.
No fees were paid to a director who was an employee of the Company or the
Bank for attendance at meetings of the Board of Directors of the Company in
1998. All non-employee directors received a $550 fee per meeting for attendance
at meetings of the Board of Directors of Rockland. Each non-employee director
who was a member of the Company's Audit Committee or Rockland's Executive or
Audit Committee received a $550 fee per meeting attended. The Chairman of
Rockland's Executive Committee received a $725 fee per Executive Committee
meeting attended.
Those directors who served as permanent members of the Executive Committee
of Rockland received an annual retainer of $5,000, except that the Executive
Committee Chairman received an annual retainer of $8,500. Those directors who
served as rotating members of the Executive Committee of Rockland received an
annual retainer of $4,000.
The Compensation Committee of the Bank held twelve meetings in 1998. Its
membership included permanent members plus those directors serving as rotating
members of the Executive Committee of the Bank, at the time of the Compensation
Committee meeting. The permanent members were Messrs. Clark, Sgarzi, R. Spence,
and Teuten. No fees were paid to any member of the Compensation Committee for
attendance at committee meetings.
The Audit Committee of the Board of Directors, none of whose members is an
employee of the Company or Rockland, recommends to the Board of Directors the
appointment of a firm of independent certified public accountants to audit the
financial statements of the Company. The Committee meets with the independent
certified public accountants in connection with the annual and any interim or
special audits of the financial statements of the Company made by the
independent certified public accountants to discuss the scope of the audit to be
conducted and other matters relevant to the audit. The Committee reviews all
reports by bank regulatory authorities of their examinations of the Company and
Rockland. The Audit Committee periodically reports to the full Board of
Directors concerning the activities of the Audit Committee during the year. The
Audit Committee held four meetings in 1998. During 1998, its membership
consisted of Messrs. Clark (Chairman), Cushing and Levinson. Members of the
Audit Committee are elected each year following the annual meeting of
stockholders of the Company.
The Stock Option Plan Committee, subject to the provisions of the Company's
1987 Plan and 1997 Plan (the "Plans"), has plenary authority in its discretion
to determine the employees of the Company and Rockland to whom options shall be
granted, the number of shares to be granted to each employee, and the time or
times at which options should be granted, to interpret the Plans and to
prescribe, amend and rescind rules and regulations relating to the Plans. The
1987 Plan expired in 1997 and no additional stock options may be granted under
said plan. The Stock Option Plan Committee held three meetings in 1998. During
1998, its membership consisted of Messrs. Clark, R. Spence and Teuten. Members
of the Stock Option Plan Committee are elected each year following the annual
meeting of stockholders of the Company.
Page 8
<PAGE>
Under the Directors' Option Plan, each person who was a non-employee
director of the Company or of Rockland on April 16, 1996 automatically received
a non-qualified stock option to purchase 5,000 shares of Common Stock at the
then fair market value of the Common Stock. Each person who thereafter becomes a
non-employee director of the Company or of Rockland shall receive, on the first
anniversary of his or her election to such Directors, a non-qualified stock
option to purchase 5,000 shares of Common Stock at the then fair market value.
Thereafter, each such non-employee director shall receive a non-statutory stock
option to purchase 1,000 shares of Common Stock upon the later of (a) the
expiration of one year following his or her election to the Board, or (b) the
third business day following the day of the annual meeting of stockholders, at
the then fair market value.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors to file reports on Forms 3, 4, and 5 to indicate ownership and
changes in ownership of Common Stock with the Securities and Exchange Commission
and to furnish the Company with copies of such reports.
Based solely upon a review of the copies of such forms and amendments
thereto and upon written representations that no Forms 5 were required to be
filed, the Company believes that during the year ending December 31, 1998, all
Section 16(a) filing requirements applicable to the Company's executive officers
and directors were complied with, except that Mr. Robert J. Spence, a director
of the Company, failed to file a timely Form 4 with respect to two transactions
that occurred in September 1998 and Mr. Richard J. Seaman, the Chief Financial
Officer, failed to report a timely Form 4 with respect to one transaction that
occurred in November 1998.
Page 9
<PAGE>
Executive Officers of the Company and Rockland
The names, positions, ages and backgrounds of the executive officers of the
Company and Rockland are set forth below. The term of office of each executive
officer extends until the first meeting of the Board of Directors of the Company
and Rockland following the annual meeting of the Company's stockholders and
until his or her successor is chosen and qualified or until his or her earlier
resignation, death, removal or disqualification. No executive officer is related
to any other executive officer or director by blood, marriage or adoption, and,
other than with respect to the employment agreements with Messrs. Philipsen,
Seaman, Driscoll, Kelley, Fuerschbach and Ms. Charbonnet described under
"Executive Compensation," there are no arrangements or understandings between
any executive officer and any other person pursuant to which such person was
elected as an executive officer.
<TABLE>
<CAPTION>
Position with
Name the Company and Rockland Age
- - -------------------------- ------------------------------------------------------------------ ---
<S> <C> <C>
Douglas H. Philipsen Chairman of the Board of Directors, President and Chief 60
Executive Officer of the Company and Rockland
Richard J. Seaman Chief Financial Officer and Treasurer of the Company and 40
Rockland
Debra A. Charbonnet Executive Vice President, Trust and Financial Services Division of 49
Rockland
Richard F. Driscoll Executive Vice President, Retail and Operations Division of 55
Rockland
Ferdinand T. Kelley Executive Vice President, Commercial Lending Division of 54
Rockland
Raymond G. Fuerschbach Senior Vice President and Human Resource Officer of Rockland 48
</TABLE>
Information concerning the business experience of Mr. Philipsen, a director
of the Company and Rockland, is provided under the section entitled "Election of
Directors."
Richard J. Seaman. Mr. Seaman has been the Chief Financial Officer and
Treasurer of the Company and Rockland since July 1992. From December 1990 to
July 1992, Mr. Seaman was a management consultant with RJS Associates and
Danielson Associates, Inc., Rockville, Maryland, providing consulting to the
financial services industry on, among other matters, troubled bank
rehabilitation.
Debra A. Charbonnet. Ms. Charbonnet has served as Executive Vice President,
Trust and Financial Services Division of Rockland since October 1997. Prior
thereto, Ms. Charbonnet was Vice President, Chief Fiduciary Officer and Head of
Trust Administration for Fidelity Personal Trust Services in Boston,
Massachusetts from 1995 to 1997. From 1987 to 1995, Ms. Charbonnet was Vice
President and Manager, Personal Trust Division, of Shawmut National Corporation,
Hartford, Connecticut.
Page 10
<PAGE>
Richard F. Driscoll. Mr. Driscoll has been Executive Vice President, Retail
and Operations Division of Rockland since March 1992. Prior thereto, Mr.
Driscoll served as Executive Vice President--Dealer Lending Division of Fleet
Bank--Massachusetts, N.A. from July 1991 to March 1992.
Ferdinand T. Kelley. Mr. Kelley has served as Executive Vice President,
Commercial Lending Division of Rockland, since February 1993. Prior thereto, Mr.
Kelley served as Senior Vice President and Credit Administrator of Multibank
Financial Corp., Dedham, Massachusetts, from August 1992 to January 1993. From
February 1990 to July 1991, Mr. Kelley was the Regional President of the
Worcester Region (Central Massachusetts) of Bank of New England, N.A., and
continued in that position with Fleet Bank of Massachusetts, N.A., from July
1991 to August 1992 following the Bank of New England's acquisition by Fleet
Bank.
Raymond G. Fuerschbach. Mr. Fuerschbach has served as Senior Vice
President, Human Resources Division of Rockland, since April 1994. Prior
thereto, Mr. Fuerschbach had been Vice President and Human Resource Officer of
Rockland since November 1992. From January 1991 to October 1992, Mr. Fuerschbach
served as Director of Human Resources for Cliftex Corp., New Bedford,
Massachusetts, a tailored clothing manufacturer and served in the same capacity
for Chesebrough-Ponds, Inc., Health-Tex Division, Cumberland, Rhode Island from
1987 to 1991.
OTHER MATTERS
(Notice Item 2)
The proxy confers discretionary authority with respect to any other
business which may come before the Annual Meeting, including rules for the
conduct of the Annual Meeting. The Board of Directors knows of no other matter
to be presented at the Annual Meeting. It is the intention of the persons named
as proxies to vote the shares to which the proxies relate according to their
best judgment if any matters not included in this proxy statement do properly
come before the Annual Meeting, unless the contrary is indicated.
Page 11
<PAGE>
EXECUTIVE COMPENSATION
Report of the Compensation and Stock Option Plan Committees
on Executive Compensation During Fiscal 1998
The executive compensation program of the Company and its subsidiaries has
four primary components: base salary, annual cash incentive compensation, long
term compensation (equity based opportunities) and benefits. The base salary,
cash incentives and benefits are administered by the Compensation Committee of
the Bank. The equity-based opportunities are administered by the Stock Option
Plan Committee of the Company. The composition of these Committees includes the
outside directors of the Company or the Bank over whose names this report has
been made. The Committees strive to balance short and long-term Company
performance and shareholder returns in establishing performance criteria. The
Committees evaluate executive compensation against these performance criteria
and competitive executive pay practices before determining changes in base
salary, the amount of any incentive payments, stock option awards and other
benefits.
In 1997, the Compensation Committee engaged performance compensation
consultants, Sibson and Company, to review the Bank's performance based cash
compensation program for senior executives and other officers of the Bank.
Sibson's review encompassed total compensation, peer compensation levels, and
the linkage between cash incentive compensation, plan results, and bank
performance. Sibson found that Rockland's compensation program is competitive
and has supported performance improvement in the Bank. Sibson's recommendations
were incorporated in the 1998 cash incentive compensation program. Final
determination of cash incentive awards for 1998 performance will be principally
based on the Company's return on average assets and measures of asset quality as
compared to appropriate groups of peer financial institutions. Year-end data for
peer groups are typically not available until the end of March and final 1998
cash incentive compensation plan determinations will be made at that time.
In 1998 the Compensation Committee engaged Hay Management Consultants
("Hay") to review the base salary ranges for the Bank's senior executives. Hay
conducts market analyses of cash compensation and uses its proprietary job
evaluation process to recommend salary ranges that reflect competitive factors
as well as maintain internal equity. Management has used the Hay process since
1993 to establish base salary ranges for most officer positions in the Bank.
In addition to the recommendations of Sibson and Hay, the Bank utilizes SNL
Securities SNL Executive Compensation Review for Commercial Banks. This review
provides a summary of the compensation of the top five executive officers of all
publicly traded U. S. commercial banks as reported in those banks' proxies.
In determining the level of compensation for the Chief Executive Officer
("CEO") of the Bank, the Compensation and Stock Option Plan Committees review
the actual performance of the Company as compared to peer financial
institutions' performance as well as the business plan objectives. The salary
paid to Mr. Philipsen was increased effective April 1998, a performance bonus
was awarded (upon completion of the review of the CEO's 1997 performance in
March 1998) and stock options were granted in December 1998. Mr. Philipsen's
1998 performance objectives included new business generation, positioning the
Company to effectively compete within its market in the future, effective
implementation of the Bank's comprehensive Y2K Plan which began in early 1996,
and financial performance of the Bank in comparison to appropriate groups of
peer financial institutions. The review of the CEO's performance for 1998 was
conducted at executive sessions of the Board of Directors meetings in July 1998
and again in January 1999. This review will be completed by the Compensation
Committee in March 1999.
In 1994, the Compensation Committee reviewed the objectives of the Bank's
qualified and non-qualified retirement plans in light of the Congressional
Omnibus Budget Reconciliation Act of 1993 provisions as they affect qualified
retirement plan benefits. The Committee established that the objective of its
retirement program will be to replace from all Company funded sources, inclusive
of social security, approximately 60% of the average of the highest five year
annual covered compensation for a full 25 year career, with proportionate
reductions for less than a 25 year career. To accomplish this objective for Mr.
Philipsen, in December 1994, the Committee authorized a supplemental retirement
program utilizing a split dollar life insurance agreement.
Page 12
<PAGE>
Of the other executive officers named in the Summary Compensation Table,
Messrs. Seaman, Driscoll, Kelley and Ms. Charbonnet were also granted salary
increases by the Compensation Committee effective April 1998, based on the
Bank's improved results and individual performance within the framework of the
salary ranges established using the Hay process and the Bank's cash incentive
compensation performance program. 1998 performance evaluations for these
officers will be completed in March 1999. To accomplish the objectives of the
bank's retirement program as stated above, in 1995 the Compensation Committee
authorized a supplemental retirement program for Messrs. Seaman, Driscoll,
Kelley, and in 1997 for Ms. Charbonnet, utilizing a split dollar life insurance
agreement, the expenses of which are shown in the Summary Compensation Table.
Each of the executive officers of the Bank named in the Summary
Compensation Table received stock options in December 1998. Each option, as
disclosed in the Summary Compensation Table, provides the right to purchase a
fixed number of shares at the fair market value on the business day preceding
the grant. The number of shares granted to each executive officer in 1998
reflects the Committee's assessment of the individual's relative contribution to
the Company, the long-term compensation practices prevalent in the industry and
the impact of such options on shareholder dilution.
<TABLE>
<S> <C> <C>
Respectfully submitted by the Respectfully submitted by the
Compensation Committee of Stock Option Plan Committee
Rockland Trust Company: of the Company:
W. Paul Clark Donald K. Atkins (1) W. Paul Clark
Richard H. Sgarzi Benjamin A. Gilmore, II (1) Robert J. Spence
Thomas J. Teuten Thomas J. Teuten
Robert J. Spence
</TABLE>
February 11, 1999
(1) Rotating members.
Page 13
<PAGE>
Summary Compensation Table. The Summary Compensation Table set forth below
includes individual compensation information on the Chief Executive Officer and
the four other most highly compensated executive officers of the Company and/or
its subsidiary whose total annual salary and bonuses exceeded $100,000 for 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Award
Securities
Underlying
Stock All
Annual Option Other
Name and Principal Position Year Compensation (1) (# of Shares) Compensation (3)(4)
- - ------------------------------------------------------------------------------------------------------------------
Salary Bonus
------ -----
<S> <C> <C> <C> <C> <C>
Douglas H. Philipsen 1998 $340,920 (2) 18,775 $67,029
Chairman, President, 1997 313,115 148,110 17,900 69,823
Chief Executive Officer 1996 290,669 107,100 17,275 71,475
and Director
Richard J. Seaman 1998 $174,538 (2) 10,825 $25,231
Chief Financial Officer 1997 133,542 56,530 10,325 24,962
and Treasurer 1996 120,293 32,800 8,300 24,700
Debra A. Charbonnet 1998 $137,077 (2) 7,600 $27,898
Executive Vice President 1997 35,808 10,180 22,250 35,000(5)
Trust and Financial Services 1996 N/A
Division
Richard F. Driscoll 1998 $186,431 (2) 11,375 $88,403
Executive Vice President 1997 176,722 59,870 10,850 89,596
Retail & Operation Division 1996 167,831 41,400 10,475 90,933
Ferdinand T. Kelley 1998 $186,431 (2) 11,375 $31,791
Executive Vice President 1997 176,937 59,870 10,850 45,030
Commercial Lending Division 1996 168,631 41,400 10,475 46,088
</TABLE>
(1) Does not include the dollar value of certain perquisites and personal
benefits, the aggregate amount of which is less than 10% of the total
annual compensation shown.
(2) Performance based compensation for Messrs. Philipsen, Seaman, Driscoll,
Kelley and Ms. Charbonnet for fiscal 1998 results are estimated to be
within 15% of $130,100, $50,010, $52,590, $52,590, and $35,130
respectively. The final determination of these amounts will be made in
early 1999 and such amounts will be disclosed in the Proxy Statement for
the next meeting of stockholders.
(3) Includes the 401(K) Company matching contributions on behalf of these
executive officers. 1998--Mr. Philipsen $5,000, Mr. Seaman $4,460, Mr.
Driscoll $5,000, Mr. Kelley $5,000 and Ms. Charbonnet $1,107; 1997--Mr.
Philipsen $4,750, Mr. Seaman $4,018, Mr. Driscoll $4,750 and Mr. Kelley
$4,750; and 1996--Mr. Philipsen $4,750, Mr. Seaman $3,596, Mr. Driscoll
$4,750, and Mr. Kelley $4,750.
Page 14
<PAGE>
(4) 1998- Consists of $62,029, $20,771, $83,403, $39,137, and 26,791 in the
aggregate (premium for term life portion and present value of the benefit
aggregated from policy inception to Messrs. Philipsen, Seaman, Driscoll,
Kelley and Ms. Charbonnet, respectively) related to the purchase of a split
dollar life insurance policy for the named executive; 1997--65,073,
$20,944, $84,846, $40,280 for Messrs. Philipsen, Seaman, Driscoll and
Kelley, respectively and 1996--$66,725, $21,104, $86,183 and $41,338 for
Messrs. Philipsen, Seaman, Driscoll and Kelley, respectively. These
policies provide supplemental retirement benefits for the executive as
discussed in the Executive Compensation section. Under the split dollar
agreements the Company has a surety interest in the death benefits or cash
surrender value under the policy equal to the amount of premiums paid by
the Company.
(5) Includes $35,000 paid to Ms. Charbonnet consistent with her employment
agreement with the Bank.
Option Grants in Last Fiscal Year. The following table sets forth
individual grants of options that were made during the last fiscal year to the
executive officers named in the Summary Compensation Table. This table is
intended to allow stockholders to ascertain the number and size of option grants
made during the fiscal year, the expiration date of the grants and the potential
realizable value of such options assuming that the market price of the
underlying security appreciates in value from the date of grant to the end of
the term (ten years) at assumed annualized rates of 5% and 10%.
<TABLE>
<CAPTION>
Percent of Potential Realizable
Total Value at Assumed
Number of Options Annual Rates of
Securities Granted to Stock Price
Underlying Employees Exercise Expiration Appreciation for
Name Option in 1998 Price Date (3) Option Term
5% 10%
<S> <C> <C> <C> <C> <C> <C> <C>
Douglas H. Philipsen 18,775(1) 16.2% 17.25 12/22/2008 203,679 516,163
Richard J. Seaman 10,825(2) 9.4% 17.25 12/22/2008 117,434 297,602
Debra A. Charbonnet 7,600(2) 6.6% 17.25 12/22/2008 82,448 208,940
Richard F. Driscoll 11,375(2) 9.8% 17.25 12/22/2008 123,401 312,722
Ferdinand T. Kelley 11,375(2) 9.8% 17.25 12/22/2008 123,401 312,722
</TABLE>
(1) All of these options become exercisable six months and one day
following December 23, 1998.
(2) One-third of such options become exercisable six months and one day
following December 23, 1998, one-third of such options become
exercisable on January 2, 2000 and one-third of such options become
exercisable on January 2, 2001, unless the holder thereof is
terminated without cause (as defined in the Option Agreement) or
resigns for good reason (as defined in the Option Agreement), in which
case, all of such options become immediately exercisable and remain so
for three months following such termination.
Page 15
<PAGE>
(3) All of these options may expire earlier than December 22, 2008 under
certain circumstances involving termination of employment, disability
or retirement of the option holder.
Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values. The following table sets forth, with respect to the executive officers
named in the Summary Compensation Table, information with respect to the
aggregate amount of options exercised during the last fiscal year, any value
realized thereon, the number of unexercised options at the end of the fiscal
year (exercisable and unexercisable) and the value with respect thereto.
<TABLE>
<CAPTION>
Shares Value of Unexercised
Acquired on Value Number of Unexercised in the Money Options
Name Exercise Realized Options at Fiscal Year End at Fiscal Year End (1)
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Douglas H. Philipsen 29,392 $266,216 66,783 18,775 $562,348 $ 2,347
Richard J. Seaman -- -- 41,251 20,474 438,108 23,481
Debra A. Charbonnet -- -- 7,417 22,433 16,250 33,450
Richard F. Driscoll 7,500 92,813 38,401 22,099 373,010 29,350
Ferdinand T. Kelley 7,400 114,100 45,901 22,099 470,041 29,350
</TABLE>
(1) Based upon a closing market price for the Company's Common Stock as of
December 31, 1998 of $17.375.
RETIREMENT PLAN FOR EMPLOYEES OF ROCKLAND TRUST COMPANY
<TABLE>
<CAPTION>
Final Average
- - -----------------
Compensation Years of Service
- - ----------------- ------------------------------------------------------------
10 15 20 25 30 35
-------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
$ 50,000 $ 7,977 $11,965 $15,953 $19,942 $21,192 $22,442
$100,000 $17,977 $26,965 $35,953 $44,942 $47,442 $49,942
$150,000 $27,977 $41,965 $55,953 $69,942 $73,692 $77,442
$160,000 and higher $29,977 $44,965 $59,953 $74,942 $78,942 $82,942
</TABLE>
Defined Benefit Pension Plan. In 1994 the Rockland Trust Retirement Plan
(the "Plan") formula was amended for participants who retired in 1995 and
subsequent years of service. The annual normal retirement benefit under the Plan
is equal to (a) 2.0% of final average compensation less (b) .65% of covered
compensation as defined for Social Security purposes ("Covered Compensation")
times (c) years of service to 25. For participants who had completed 20 or more
years of service at December 31, 1994 an additional benefit of .5% times final
average compensation times service in excess of 25 years but not exceeding ten
additional years is provided.
Page 16
<PAGE>
Examples of approximate annual benefits at normal retirement under the
formula are shown above using the 1998 Covered Compensation amount of $31,128
for the offset percentages of the Plan. Benefits consider only the first
$160,000 of compensation earned by an executive. As of December 31, 1998,
Messrs. Philipsen, Seaman, Driscoll, Kelley and Ms. Charbonnet had 8, 7, 8, 7
and 1 years of service, respectively.
The Plan benefit formula for service prior to 1994 is equal to (a) 1 1/2%
of a participant's final average compensation times his credited service up to
10 years; plus (b) 2% of his final average compensation times his credited
service in excess of 10 years (provided that not more than 20 years of service
shall be considered); plus (c) 1/2% of his final average compensation times his
credited service in excess of 30 years (provided that no more than 5 years of
service over 30 years shall be considered), less the smaller of (i) or (ii)
described as follows: (i) .65% times the participant's years of service up to
35, times the lesser of his average annual compensation or his Covered
Compensation; or (ii) 1/2 the sum of (a), (b) and (c) above, substituting the
lesser of average annual compensation or Covered Compensation for final average
compensation, if less. Plan participants are eligible at normal retirement for
the benefit derived from the current formula or, if greater, the benefit for
service under the prior Plan formula.
In January 1997 the Plan was joined with The Financial Institutions
Retirement Fund. This merger has provided significant expense reductions which
began impacting the Bank in 1997 while continuing to provide the benefit
structure discussed above.
Comparative Stock Performance Graph
The stock performance graph below compares the cumulative total stockholder
return of the Company's Common Stock from December 31, 1993 to December 31, 1998
with the cumulative total return of the NASDAQ Market Index (U.S. Companies) and
the NASDAQ Bank Stock Index. The lines in the table below represent monthly
index levels derived from compounded daily returns that include all dividends.
If the monthly interval, based on the fiscal year end was not a trading day, the
preceding trading day was used. The index level for all series was set to 100.0
on December 31, 1993.
Page 17
<PAGE>
Comparison of Five-Year Cumulative Total Returns
Performance Graph for Independent Bank Corp.
[TABULAR REPRESENTATION OF GRAPH]
<TABLE>
<CAPTION>
CRSP Total Returns Index For: 12/1993 12/1994 12/1995 12/1996 12/1997 12/1998
- - ----------------------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Independent Bank Corp. 100.0 115.2 166.0 243.3 436.3 421.8
Nasdaq Stock Market (US Companies) 100.0 97.8 138.3 170.0 208.6 293.2
Nasdaq Bank Stocks
SIC 6020-6029, 6710-6719
US & Foreign 100.0 99.6 148.4 195.9 328.0 324.9
</TABLE>
Notes:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 12/31/1993.
Page 18
<PAGE>
Employment Agreements. In December 1991, Rockland and the Company entered
into an employment agreement with Douglas H. Philipsen pursuant to which Mr.
Philipsen would serve as President of the Company and President and Chief
Executive Officer of Rockland. As amended in 1997, the term of Mr. Philipsen's
employment agreement is a rolling 3 years. The agreement provides Mr. Philipsen
with a base annual salary of $320,660, which may be increased at the discretion
of the Board, the use of a Company-owned automobile, and provides for
participation in the various benefit programs provided by the Company, including
group life insurance, sick leave and disability, retirement plans and insurance
programs. The agreement provides for the establishment by the Company of a Rabbi
Trust for the purpose of funding post-retirement tax and other related expenses
which may result from the split dollar agreement described in footnote 4 of the
Summary Compensation Table and in the report of the Compensation Committee
contained elsewhere herein. In the event of a change of control, the Company is
obligated to immediately fund the payment of the remaining premiums due with
respect to the split dollar agreement. The agreement provides that in the event
of an involuntary termination of Mr. Philipsen, by Rockland or the Company, for
reasons other than cause, as defined, or resignation by Mr. Philipsen for "good
reason," as defined, Mr. Philipsen would (i) continue to receive his base salary
for 3 years, plus a sum equal to three times the amount of any incentive payment
paid to him within the previous 12 months under the Company's Executive
Incentive Compensation Plan and (ii) be entitled to continue to participate in
and receive benefits under the Company's group health and life insurance
programs for 3 years or at his election to receive a grossed up for taxes bonus
payment in an amount equal to the cost to the Company of Mr. Philipsen's
participation in such plans and benefits for such three year period. Also, in
the event of a termination without cause or a resignation for good reason, all
the stock options granted to Mr. Philipsen pursuant to the agreement would
remain exercisable for a period of three months following the date of his
termination. Resignation for "good reason" under the agreement, means, among
other things, the resignation of Mr. Philipsen after (i) the Company or
Rockland, without the express written consent of Mr. Philipsen, materially
breaches the agreement to his substantial detriment; (ii) the Board of the
Company or of Rockland, without cause, substantially changes Mr. Philipsen's
core duties or removes his responsibility for those core duties, so as to
effectively cause him to no longer be performing the duties of Chief Executive
Officer and President of Rockland and President of the Company; (iii) the Board
of the Company or of Rockland without cause, places another executive above Mr.
Philipsen in the Company or Rockland or (iv) a change of control, as defined,
occurs. Mr. Philipsen is required to give the Company or Rockland, as the case
may be, 30 days notice and an opportunity to cure in the case of a resignation
effective pursuant to clauses (i) through (iii) above.
In March 1992, July 1992, October 1994, February 1993, July 1994, and
September, 1997 Rockland entered into employment agreements with Richard F.
Driscoll, Richard J. Seaman, Raymond G. Fuerschbach, Ferdinand T. Kelley, and
Debra A. Charbonnet, respectively, pursuant to which Mr. Driscoll serves as
Executive Vice President, Retail Operations Division of Rockland, Mr. Seaman
serves as Chief Financial Officer and Treasurer of the Company and Rockland, Mr.
Kelley serves as Executive Vice President, Commercial Lending Division, and
Senior Commercial Loan Officer of Rockland, Ms. Charbonnet serves as Executive
Vice President, Trust and Financial Services Division, and Senior Trust Officer
of Rockland and Mr. Fuerschbach serves as Senior Vice President and Human
Resources Officer of Rockland. Messrs. Driscoll, Seaman, Kelley, Fuerschbach and
Ms. Charbonnet are herein referred to as the Executive(s). Such agreements, as
subsequently amended, are terminable at will by either party to each agreement.
The agreements provide Messrs. Driscoll, Seaman, Kelley, Fuerschbach and Ms.
Charbonnet with annual base salaries of $158,600, $114,500, $158,600, $84,600
and $133,000,respectively, which may be increased at the discretion of the Board
of Directors of the Bank. The agreements also provide for the use of a
Company-owned automobile and participation in Rockland's various benefit
programs, including group life insurance, sick leave and disability, retirement
plans and insurance programs. As amended in 1996, the agreements further provide
that in the event that any Executive is terminated involuntarily for any reason
other than cause, as defined, or if an Executive resigns for "good reason," as
defined, he or she would be entitled to continue to (i) receive his or her
salary for twelve months (unless such termination or resignation follows a
change of control, as defined, in which case the Executive shall receive a lump
sum payment equal to 24 months salary, plus a lump sum payment equal to two
times the greater of (x) the amount of any incentive payment paid out within the
previous 12 months under the Company's Executive Incentive Compensation Plan or
(y) the amount of any incentive payment paid out during the 12 months prior to
such change of control under the Company's Executive Incentive Compensation
Plan) and (ii) participate in and receive benefits under Rockland's group health
and life insurance programs for twelve months or, to the extent such plans or
benefits are discontinued and no comparable plans or benefits are established,
to receive a grossed up for taxes bonus payment equal to the cost to
Page 19
<PAGE>
Rockland of the Executive's participation in such plans and benefits for such
period (unless such termination or resignation follows a change of control, in
which case the Executive shall have the right to participate in and receive such
benefits for 24 months, or at his or her election, to receive a grossed up for
taxes bonus payment in an amount equal to the cost to Rockland of the
Executive's participation in such plans and benefits for such period. In the
event of a change of control, the Company is obligated to immediately fund the
payment of six years of future premiums due with respect to the split dollar
agreement), during a 30 day window period 12 months following the occurrence of
a change of control of the Company (as defined) the Executive has the
unqualified right to resign for any reason or for no reason and receive the
resignation for good reason benefit provided for following the occurrence of a
change of control. In addition, in the event an Executive is terminated
involuntarily for any reason other than for cause or if he or she resigns for
good reason, all incentive stock options granted to the Executive would
immediately become fully exercisable and would remain exercisable for a period
of three months following his termination. Resignation for "good reason" under
the agreements, means, among other things, the resignation of the Executive
after (i) Rockland, without the express written consent of the Executive
materially breaches the agreement to the Executive's substantial detriment; or
(ii) the Board of Directors of Rockland, or its President and Chief Executive
Officer, without cause, substantially changes the Executive's core duties or
removes his or her responsibility for those core duties, so as to effectively
cause him or her to no longer be performing the duties for which the Executive
was hired. The Executives are required to give Rockland 30 days notice and an
opportunity to cure in the case of a resignation for good reason.
Compensation Committee and Stock Option Plan Committee Interlocks and
Insider Participation. During 1998, Messrs. Clark, R. Spence, and Teuten,
directors of the Company, served as members of the Stock Option Committee of the
Company. All members of the Board of Directors of the Company served on the
Compensation Committee of the Bank in either a permanent or rotating capacity.
Rockland leases 2,500 square feet of operations space in Rockland,
Massachusetts from A.W. Perry, Inc. for which Rockland paid annual total rent of
approximately $40,000 for 1998. Rockland leases 1,606 square feet of space for
its North Pembroke lending center and 122 square feet of space for an automated
teller machine site from Brigantine Village Realty Trust. During 1998, the total
rent for such premises was approximately $46,000. Mr. Teuten is the President of
A.W. Perry, Inc. and a trustee of Brigantine Village Realty Trust. Mr. Spurr is
the Executive Vice President and Treasurer of A. W. Perry, Inc. These amounts
did not exceed 5% of that firm's gross revenues for 1998.
In August, 1989, A.W. Perry, Inc., a real estate developer, and Rockland
entered into a joint venture agreement to develop an office building on a parcel
of land containing approximately 186,300 square feet located in Hanover,
Massachusetts. Mr. Teuten, a director of the Company, and Mr. Spurr, a director
of Rockland, are President and Senior Vice President and Treasurer of A.W.
Perry, Inc., respectively. Rockland's Trust and Financial Services Division is
located in this office building. Rental payments for this property in 1998 were
approximately $275,000. These amounts did not exceed 5% of that firm's gross
revenues for 1998. In November 1997 the aforementioned joint venture entered
into a triple net, 99-year ground lease with A. W. Perry with respect to a
portion of such land (on which a separate building had been constructed). All of
the base rent due with respect to such lease ($450,000) was paid to the joint
venture upon execution of the lease. In November, 1997, the joint venture made a
distribution of such proceeds to Rockland and A. W. Perry, in accordance with
their respective 50% joint venture interests.
Rockland provides custodial and trust account services to Burns & Levinson
LLP, a law firm of which Mr. Levinson is a partner. During the year ended
December 31, 1998, Burns & Levinson LLP paid approximately $131,430 to Rockland
for such services. Burns & Levinson LLP furnished legal services to the Company
for which it received fees that did not exceed 5% of that firm's gross revenues
for 1998. It is anticipated that Burns & Levinson LLP will continue to furnish
such legal services in the future.
During 1998, Rockland paid Paul Clark, Inc. of which Mr. Clark, a director
of the Company, is President, $112,000 for repair services, sales and storage
performed for Rockland on vehicles which Rockland repossessed from defaulted
borrowers, and the purchase by Rockland of two automobiles. These amounts did
not exceed 5% of that firm's gross revenues for 1998.
Rockland leases the 2,500 square feet of space at which its Kingston branch
is located from Kingston Associates for which Rockland paid total rent of
approximately $43,000 in 1998. Rockland leases the 2,195 square feet of space at
which its Whitman branch is located from Whitman Associates for which Rockland
paid total rent of approximately $36,000 in 1998. The 2,400 square foot
Middleboro Square facility is leased from Middleboro Associates for which
Rockland paid total rent of approximately $60,000 in 1998. The 2,400 square foot
Cranberry Plaza branch in Wareham is leased from the Darman-Tedeschi Trust for
which total rent of approximately $48,000
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was paid in 1998. Rockland leases 1,800 square feet at which its Rockland Plaza
branch is located from the Rockland Plaza Inc. Nominee Trust for which Rockland
paid a total rent of approximately $25,000 in 1998. Rockland leases 2,600 square
feet at which its Hanover branch is located from Tedeschi Realty Corporation for
which Rockland paid a total rent of approximately $34,000 in 1998. During 1998,
Rockland purchased an office condominium from Tedeschi Realty Corporation for
$1,074,000 in order to relocate its Hanover Branch. Mr. Brian S. Tedeschi, a
director of the Company, is affiliated with each of the foregoing lessors.
In the opinion of management of the Company, the terms of the foregoing
transactions were no less favorable to the Company than those it could have
obtained from an unrelated party providing comparable premises or services.
Certain Other Transactions. Some of the directors and executive officers of
the Company, as well as members of their immediate families and the companies,
organizations, trusts, and other entities with which they are associated are, or
during 1998 were, also customers of Rockland in the ordinary course of business,
or had loans outstanding from such bank during 1998, including loans of $60,000
or more, and it is anticipated that such persons and their associates will
continue to be customers of and indebted to Rockland in the future. All such
loans were made in the ordinary course of business, did not involve more than
normal risk of collectibility or present other unfavorable features, were made
on substantially the same terms, including interest rates and collateral, as
those prevailing at the same time for comparable transactions with unaffiliated
persons and, where required by law, were prior approved by the respective Board
of Directors of Rockland. At December 31, 1998, such loans amounted to
approximately $12.6 million (13.1% of total stockholders' equity.) None of these
loans to directors, executive officers, or their associates are nonperforming.
In the opinion of management of the Company, the terms of the foregoing
transactions were no less favorable to the Company than those it could have
obtained from an unrelated party providing comparable premises or services.
INDEPENDENT ACCOUNTANTS
The Board of Directors selected the firm of Arthur Andersen LLP to serve as
independent auditors of the Company for 1999. Arthur Andersen LLP served as
independent auditors for the Company during 1998. A representative of Arthur
Andersen LLP is expected to be present at the Annual Meeting to respond to
appropriate questions and will have the opportunity to make a statement if he or
she so desires.
SUBMISSION OF STOCKHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING
Any proposal which a stockholder wishes to have presented for consideration
by all of the Company's stockholders at the next annual meeting of stockholders
of the Company will be required pursuant to Rule 14a-8 under the Exchange Act to
deliver the proposals to the Company on or prior to November 7, 1999. In the
event the Company receives notice of a stockholder proposal to take action at
next year's annual meeting of stockholders that is not submitted for inclusion
in the Company's proxy material, or is submitted for inclusion but is properly
excluded from the proxy material, the persons named in the proxy sent by the
Company to its stockholders intend to exercise their discretion to vote on the
stockholder proposal in accordance with their best judgment if notice of the
proposal is not received at the Company's main office by January 21, 2000.
Please forward any stockholder proposals to the Clerk, Independent Bank Corp.,
288 Union Street, Rockland, Massachusetts 02370.
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EXPENSES OF SOLICITATION
The Company will bear the cost of preparing, assembling and mailing the
Notice, proxy statement and form of proxy for the 1999 Annual Meeting of
Stockholders. Solicitation of proxies will be made primarily through the use of
mails, but regular employees of Rockland may solicit proxies by personal
interview or by telephone without additional compensation therefor. The Company
will also provide persons, firms, banks and corporations holding shares in their
names, or in the names of their nominees, which in either case are beneficially
owned by others, proxy material for transmittal to such beneficial owners and
reimburse such record holders for their reasonable expenses in so doing. In
addition, the Company has retained Corporate Investor Communications, Inc.,
Carlstadt, New Jersey, a professional proxy solicitation firm, to assist in the
solicitation of proxies. The fee for such services is $4,000 plus certain
additional charges and reimbursement for out-of-pocket expenses.
ANNUAL REPORTS
A copy of the Company's Annual Report to Stockholders for the year ended
December 31, 1998 is being mailed with this proxy statement to all stockholders
of the Company.
10-K REPORT
Upon receipt of a written request, the Company will furnish to any
stockholder, without charge, a copy of the Company's Annual Report to the
Securities and Exchange Commission on Form 10-K for the year ended December 31,
1998, and a list of the exhibits thereto, which is required to be filed with the
Securities and Exchange Commission under the Exchange Act. Such written request
should be directed to the Clerk, Independent Bank Corp., 288 Union Street,
Rockland, Massachusetts 02370. The Form 10-K is not part of the proxy
solicitation material.
By Order of the Board of Directors
Linda M. Campion
Clerk
Dated: March 8, 1999
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[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
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INDEPENDENT BANK CORP.
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Mark box at right if an address change or comment has been noted on [ ]
the reverse side of this card.
RECORD DATE SHARES:
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Please be sure to sign and date this Proxy. Date
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Stockholder sign here Co-owner sign here
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1. Election of Directors
For All With- For All
Donald K. Atkins Nominees hold Except
Douglas H. Philipsen
Robert J. Spence [ ] [ ] [ ]
Brian S. Tedeschi
NOTE: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining nominee(s).
2. To consider and act upon any matters incidental to the foregoing purposes or
any of them, and any other business which may properly come before the Annual
Meeting or any and all adjournments.
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
DETACH CARD DETACH CARD
INDEPENDENT BANK CORP.
Dear Stockholder:
Please take note of the important information enclosed with this Proxy Ballot.
There are two issues related to the management and operation of your Company
that require your immediate attention and approval. These are discussed in
detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on this proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.
Your vote must be received prior to the Annual Meeting of Stockholders, April 8,
1999.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Independent Bank Corp.
<PAGE>
INDEPENDENT BANK CORP.
The undersigned, having received a Notice of Meeting and Proxy Statement of the
Board of Directors dated March 8, 1999 (hereinafter the "Proxy Statement"),
hereby appoint(s) Douglas H. Philipsen, Linda M. Campion and Tara M. Villanova
or any one or more of them attorneys or attorney of the undersigned (with full
power of substitution in them and in each of them), for and in the name(s) of
the Undersigned to attend the Annual Meeting of Stockholders of Independent Bank
Corp. to be held at the Plimoth Plantation, 137 Warren Avenue, Plymouth,
Massachusetts 02360 on Thursday, April 8, 1999, at 3:30 p.m. and any adjournment
or adjournments thereof, and there to vote and act in regard to all powers the
undersigned would possess, if personally present, and especially (but without
limiting the general authorization and power hereby given) to vote and act in
accordance with the instructions set forth on the reverse side hereof as
follows:
Attendance of the undersigned at said Annual Meeting or any adjournments thereof
will not be deemed to revoke this proxy unless the undersigned shall, prior to
the vote, affirmatively indicate thereat to the clerk of the Company his or her
intention to vote said shares in person. If a fiduciary capacity is attributed
to the undersigned, this proxy is signed by the undersigned in that capacity.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
STOCKHOLDER. THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR
PROPOSAL 1 ON THE REVERSE SIDE HEREOF. IF NO INSTRUCTIONS ARE INDICATED, THE
UNDERSIGNED'S VOTE WILL BE CAST IN THE ELECTION OF THE DIRECTORS FOR THE
NOMINEES LISTED IN THE PROXY STATEMENT AND FOR EACH OF THE OTHER NOTICE ITEMS
SET FORTH BELOW AND DESCRIBED IN THE PROXY STATEMENT.
The undersigned hereby confer(s) upon said attorneys and proxies and each of
them, discretionary authority to vote (a) upon any other matters or proposals
not known at the time of solicitation of this proxy which may properly come
before the Annual Meeting, and (b) with respect to the selection of directors in
the event any nominee for director is unable to stand for election due to death,
incapacity or other unforeseen emergency.
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PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
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HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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