<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 1-9047
A. Full title of the Plan:
The Rockland Trust Company Employee Savings and
Profit Sharing Plan and Trust
B. Name of the issuer of the securities
held pursuant to the Plan and the
Address of its principal office:
Independent Bank Corp.
288 Union Street
Rockland, Massachusetts 02370
As filed on October 27, 1999
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrators have duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
ROCKLAND TRUST COMPANY
EMMPLOYEE SAVINGS PLAN
PROFIT SHARING PLAN AND TRUST
October 27, 1999 /s/ Richard J. Seaman
-------------------------
Richard J. Seaman
Administrator
October 27, 1999 /s/ Raymond G. Fuerschbach
-------------------------
Raymond G. Fuerschbach
Administrator
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 23, 1998
included in Independent Bank Corp.'s Form 10-K for the year ended December 31,
1997. We also consent to the incorporation by reference in this registration
statement of our report dated July 24, 1998 included in The Rockland Trust
Company Profit Sharing Trust's Form 11-K for the year ended December 31, 1997
and to all references to our firm included in this registration statement.
Arthur Andersen LLP
Boston, Massachusetts
October 22, 1999
<PAGE>
Exhibit 99.1
THE ROCKLAND TRUST COMPANY
EMPLOYEE SAVINGS AND
PROFIT SHARING PLAN AND TRUST
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1997 AND 1996
TOGETHER WITH AUDITORS' REPORT
<PAGE>
THE ROCKLAND TRUST COMPANY
EMPLOYEE SAVINGS AND
PROFIT SHARING PLAN AND TRUST
INDEX
<TABLE>
<CAPTION>
PAGE
<S> <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1997 AND 1996 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION, FOR THE YEAR ENDED DECEMBER 31, 1997 3
NOTES TO FINANCIAL STATEMENTS 4-9
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1997 10-12
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997 13
</TABLE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Profit Sharing Committee of
The Rockland Trust Company Employee Savings and
Profit Sharing Plan and Trust:
We have audited the accompanying statements of net assets available for benefits
of The Rockland Trust Company Employee Savings and Profit Sharing Plan and Trust
as of December 31, 1997 and 1996, and the related statement of changes in net
assets available for benefits, with fund information, for the year ended
December 31, 1997. These financial statements and the schedules referred to
below are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements and schedules based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1997 and 1996, and the changes in its net assets available for
benefits, with fund information, for the year ended December 31, 1997, in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The fund information in the
statement of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the changes in net assets
available for benefits of each fund. The fund information and supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated, in all
material respects, in relation to the basic financial statements taken as a
whole.
Boston, Massachusetts
July 24, 1998
<PAGE>
THE ROCKLAND TRUST COMPANY
EMPLOYEE SAVINGS AND
PROFIT SHARING PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
ASSETS:
Investments, at quoted market value (Note 3)-
Interest-bearing deposits $ 494,677 $ 662,319
Savings and certificates of deposit 921,266 1,053,485
U.S. government securities 1,747,926 969,705
Common stocks 7,592,493 5,079,964
Mutual funds-
Bonds 483,825 452,623
Equity 4,475,580 2,905,810
Loans to participants 300,717 259,494
----------- -----------
16,016,484 11,383,400
Cash 28,163 9,474
Accrued income receivable 135,281 67,179
Contributions receivable from employer 85,907 79,022
----------- -----------
Total assets 16,265,835 11,539,075
----------- -----------
LIABILITIES:
Other liabilities 3,645 12,832
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS (Notes 2 and 5) $ 16,262,190 $ 11,526,243
----------- -----------
----------- -----------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
<PAGE>
THE ROCKLAND TRUST COMPANY
EMPLOYEE SAVINGS AND
PROFIT SHARING PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND
INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Fund Information
Wright Pathmark Pathmark Independent SEI Small
Balanced Growth Growth And Bank Corp. Certificate Cap Vanguard
Portfolio Portfolio Income Stock of Deposit Growth Index 500
Portfolio Portfolio Portfolio Portfolio Portfolio
ADDITIONS:
<S> <C> <C> <C> <C> <C> <C> <C>
Voluntary contributions by $ 169,422 $ 216,147 $ 53,986 $ 289,801 $ 51,814 $ 16,055 $ 45,161
participants
Contributions by sponsor 69,205 66,724 22,251 98,372 21,410 5,274 15,135
Interest and dividend income 178,104 244,742 60,701 85,196 68,401 9,494 26,180
Net appreciation (depreciation) 989,947 350,229 55,734 1,987,072 -- 9,600 185,338
in fair value of investments
Transfers between investment 71,943 47,082 36,026 214,894 43,476 226,718 1,522,765
---------- ---------- ---------- ---------- ---------- ---------- ----------
options
Total additions 1,478,621 924,924 228,698 2,675,335 185,101 267,141 1,794,579
---------- ---------- ---------- ---------- ---------- ---------- ----------
DEDUCTIONS:
Amounts paid to participants 302,502 61,512 68,077 112,446 98,300 1,201 4,413
(Note 1)
Transfers between investment 593,555 1,422,750 144,892 140,859 93,401 850 28,983
---------- ---------- ---------- ---------- ---------- ---------- ----------
options
Total deductions 896,057 1,484,262 212,969 253,305 191,701 2,051 33,396
---------- ---------- ---------- ---------- ---------- ---------- ----------
BALANCE, BEGINNING OF YEAR 4,276,653 2,768,873 732,374 2,354,183 1,137,676 -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
BALANCE, END OF YEAR $4,859,217 $2,209,535 $ 748,103 $4,776,213 $1,131,076 $ 265,090 $1,761,183
---------- ---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ---------- ----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Fund Information
Goldman
Sachs
International
Equity Loan
Portfolio Fund Total
ADDITIONS:
<S> <C> <C> <C>
Voluntary contributions by $ 15,426 $ -- $ 857,812
participants
Contributions by sponsor 6,005 -- 304,376
Interest and dividend income 37 20,219 693,074
Net appreciation (depreciation) (27,650) -- 3,550,270
in fair value of investments
Transfers between investment 241,614 135,342 2,539,860
----------- ----------- -----------
options
Total additions 235,432 155,561 7,945,392
----------- ----------- -----------
DEDUCTIONS:
Amounts paid to participants 2,260 18,874 669,585
(Note 1)
Transfers between investment 18,703 95,867 2,539,860
----------- ----------- -----------
options
Total deductions 20,963 114,741 3,209,445
----------- ----------- -----------
BALANCE, BEGINNING OF YEAR -- 256,484 11,526,243
----------- ----------- -----------
BALANCE, END OF YEAR $ 214,469 $ 297,304 $16,262,190
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
<PAGE>
THE ROCKLAND TRUST COMPANY
EMPLOYEE SAVINGS AND
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
(1) DESCRIPTION OF THE PLAN
Participants should refer to the Plan agreement for a complete
description of the Plan's provisions.
GENERAL
The Rockland Trust Company Employee Savings and Profit Sharing Plan and
Trust (the Plan) was created on September 9, 1971 and restated effective
January 1, 1989. Effective January 1, 1994, the Plan was amended to
include provisions of the Internal Revenue Code (IRC) Section 401(k) and
the Tax Reform Act of 1986. The major changes in the amendment affected
vesting requirements, contributions and investment selections. The Plan
covers employees of Rockland Trust Company (the Company or RTC) who meet
specified eligibility requirements.
ELIGIBILITY
An employee becomes a participant in the Plan upon completion of one year
of service (1,000 or more hours of service during the plan year). In
order to share in the Company's contribution to the Plan for any year, a
participant must:
1. Have worked 1,000 or more hours during the year.
2. Be employed by the Company on the last business day of the year.
However, those participants whose employment terminated during the
year because of retirement under the Company's retirement plan or
because of disability, death or for any reason after the attainment
of age 65 shall share in the Company's contribution.
CONTRIBUTIONS
Employees who participate in the Plan may defer up to 15% of their
salary, on a pretax basis, and up to an additional 10% of their salary on
an after-tax basis. The Company matches pretax contributions equal to 50%
of a participant's deferral, up to 6%. The Company may also make
discretionary profit sharing contributions. No such discretionary
contributions were made in 1997.
<PAGE>
THE ROCKLAND TRUST COMPANY
EMPLOYEE SAVINGS AND
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
(Continued)
BENEFITS AND VESTING
Participants are 100% vested in all funds immediately upon eligibility.
Upon termination of service due to death, disability or retirement, a
participant may elect to receive an amount equal to the value of the
participant's interest in his or her account. The form of payment is a
lump-sum distribution or an annuity to be paid in monthly installments
over up-to-15 years.
PARTICIPANT ACCOUNTS
Individual accounts are maintained for each of the Plan's participants to
reflect the participant's contributions and related employer matching
contributions, as well as the participant's share of the Plan's income
and any related administrative expenses. Allocations are based on the
percentage each participant's account balance represents of the total of
all participants' account balances.
INVESTMENT OPTIONS
Participants are offered eight investment portfolios into which they can
direct their contributions.
Participants may change their investment elections quarterly, except for
the stock fund from which they may exit monthly. Employer matching
contributions are allocated among options in the same percentages as the
employee contributions. A description of each investment option is
provided below:
WRIGHT BALANCED PORTFOLIO
The Plan has an undivided interest in this portfolio's assets which
consist of high-quality domestic and international equities,
high-quality corporate and U.S. government fixed-income investments and
cash reserves chosen to minimize both short-term and long-term risk due
to market and economic factors.
PATHMARK GROWTH PORTFOLIO
This portfolio represents an interest in Commingled Trust Fund which
seeks to provide long-term growth of capital and above-average growth
with a three- to five-year horizon by investing primarily in equity
mutual funds.
<PAGE>
PATHMARK GROWTH AND INCOME PORTFOLIO
This portfolio represents an interest in Commingled Trust Fund which
invests in a diversified and changeable portfolio of mutual funds
selected to provide current income while striving to obtain capital
growth.
INDEPENDENT BANK CORP. STOCK PORTFOLIO
This portfolio is invested exclusively in the common stock of
Independent Bank Corp., the parent company of Rockland Trust Company.
CERTIFICATE OF DEPOSIT PORTFOLIO
This portfolio is designed to provide a moderate level of income
consistent with the preservation of principal. The portfolio invests
solely in FDIC-insured certificates of deposit issued by Rockland Trust
Company.
SEI SMALL CAP GROWTH PORTFOLIO
This portfolio represents a mutual fund which seeks long-term capital
appreciation through investment in the stocks of smaller and often
faster-growing companies.
VANGUARD INDEX 500 PORTFOLIO
This portfolio represents a mutual fund which is designed to replicate
the performance of the Standard & Poor's 500 Composite Stock Price
Index by investing in the stocks of the companies included in that
index.
GOLDMAN SACHS INTERNATIONAL EQUITY PORTFOLIO
This portfolio represents a mutual fund which seeks long-term capital
appreciation through investments in equity securities of companies that
are organized outside the United States or whose securities are
principally traded outside the United States.
LOAN FUND
This fund is not an investment option, but rather is used to account
for the funding, repayment and interest income related to participant
loans.
<PAGE>
TRUSTEE
The trustee for the Plan is Rockland Trust Company (the Trustee).
LOANS TO PARTICIPANTS
Loans against participant accounts are permitted. There is a minimum loan
amount of $500 and a maximum of 50% of the participants' account
balances, up to $50,000. All loans must be repaid within 5 years. The
interest rate is determined by the plan administrator and is to be the
rate of interest used for obligations of comparable term by area
commercial lending institutions. In 1997, the interest rate used for new
loans was 8.5%.
PRIORITIES OF THE PLAN UPON TERMINATION
In the event of the termination of the Plan, the Trustee shall liquidate
the entire investment in the Plan after payment of all expenses and after
proportional adjustment of accounts to reflect such expenses, portfolio
losses or profits, and reallocations to the date of liquidation. Each
participating employee, retired participating employee and beneficiary of
each deceased participating employee shall be entitled to receive any
amounts outstanding to the credit of the participating employee's account
as of the date of liquidation.
(2) ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan recognizes contributions and investment income on the accrual
basis.
EXPENSES
The Company pays all expenses of the Plan at the option of the Company.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period.
Actual results could differ from those estimates.
<PAGE>
NET APPRECIATION IN FAIR VALUE OF INVESTMENTS
Net realized and unrealized appreciation is recorded in the accompanying
statement of changes in net assets available for benefits, with
investment option information, as net appreciation in fair value of
investments.
(3) INVESTMENTS
Investments at December 31, 1997 and 1996, as shown in the accompanying
financial statements, are stated at market value based on quoted market
price.
Included in the investments in the accompanying statements of net assets
available for benefits are the following securities for which the market
value exceeded 5% of net Plan assets as of Plan years ended December 31,
1997 and 1996:
<TABLE>
<CAPTION>
Shares or Par Market Value
Plan Year Description of Investment Value
<S> <C> <C> <C>
December 31, 1997 Independent Bank Corp. Common Stock 276,698 $ 5,084,321
Vanguard #40 Index Trust 500 Portfolio 19,222 1,731,359
December 31, 1996 Independent Bank Corp. Common Stock 220,329 2,313,451
</TABLE>
<PAGE>
(4) TAX STATUS
The Plan has a favorable determination letter from the Internal Revenue
Service, dated March 15, 1995, stating that the Plan is designed in
accordance with applicable sections of the Internal Revenue Code (IRC).
The Plan has been amended since receiving the determination letter.
However, the plan sponsor believes that the Plan is designed and is
currently being operated in compliance with the applicable requirements
of the IRC, and therefore, the Plan continues to be tax-exempt.
<PAGE>
(5) RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits
recorded in the financial statements and Form 5500 at December 31, 1997
and 1996:
<TABLE>
<CAPTION>
December 31,
1997 1996
<S> <C> <C>
Net assets available for benefits per the financial statements $ 16,262,190 $ 11,526,243
Amounts allocated to withdrawing participants - (1,280)
----------- ------------
Net assets available for benefits per Form 5500 $ 16,262,190 $ 11,524,963
----------- ------------
----------- ------------
</TABLE>
The following is a reconciliation of benefits paid to participants
recorded in the financial statements and Form 5500 at December 31, 1997:
<TABLE>
<S> <C>
Benefits paid to participants per the financial statements $ 669,585
Less--Amounts allocated to withdrawing participants at
December 31, 1996 1,280
-----------
Benefits paid to participants per Form 5500 $ 668,305
-----------
-----------
</TABLE>
Amounts allocated to withdrawing participants are recorded on Form 5500
for benefit claims that have been processed and approved for payment
prior to December 31 but have not yet been paid as of that date.
<PAGE>
THE ROCKLAND TRUST COMPANY
EMPLOYEE SAVINGS AND
PROFIT SHARING PLAN AND TRUST
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
Shares Or Issuer and Description Cost Quoted Market
Par Value Price
<S> <C> <C> <C>
INTEREST BEARING DEPOSITS-
118,967 Dreyfus Treasury Prime Cash Management $ 118,967 $ 118,967
375,710 Federated U.S. Treasury Cash Reserves 375,710 375,710
--------- ---------
494,677 494,677
--------- ---------
SAVINGS AND CERTIFICATES OF DEPOSIT-
35,471 *Rockland Trust Co., CD, 5.00%, due 07/26/98 35,471 35,471
121,357 *Rockland Trust Co., CD, 6.84%, due 02/01/99 121,357 121,357
121,357 *Rockland Trust Co., CD, 6.84%, due 02/01/98 121,357 121,357
120,821 *Rockland Trust Co., CD, 6.96%, due 03/14/98 120,821 120,821
53,941 *Rockland Trust Co., CD, 5.83%, due 02/12/98 53,941 53,941
26,970 *Rockland Trust Co., CD, 5.83%, due 08/12/98 26,970 26,970
26,907 *Rockland Trust Co., CD, 5.65%, due 08/12/99 26,907 26,907
104,901 *Rockland Trust Co., CD, 5.90%, due 02/07/00 104,901 104,901
104,298 *Rockland Trust Co., CD, 6.00%, due 03/17/00 104,298 104,298
104,241 *Rockland Trust Co., CD, 5.90%, due 03/17/99 104,241 104,241
101,002 *Rockland Trust Co., CD, 6.17%, due 10/02/00 101,002 101,002
--------- ---------
921,266 921,266
--------- ---------
U.S. GOVERNMENT SECURITIES-
150,000 United States Treasury Bonds 08.25%, due 05/15/05 146,869 157,875
100,000 United States Treasury Bonds 08.75%, due 11/15/08 99,969 113,969
100,000 United States Treasury Bonds 9.125%, due 05/15/09 100,000 116,906
50,000 United States Treasury Bonds 11.75%, due 02/15/01 47,313 58,640
50,000 United States Treasury Bonds 11.625%, due 11/15/02 48,750 62,328
50,000 United States Treasury Bonds 10.75%, due 02/15/03 46,344 60,953
75,000 United States Treasury Bonds 11.875%, due 11/15/03 74,672 97,547
75,000 United States Treasury Bonds 11.625%, due 11/15/04 73,125 99,492
75,000 United States Treasury Bonds 10.75%, due 08/15/05 73,875 97,571
200,000 Federal Home Loan Mortgage Corp. 6.45%, due 12/01/04 200,000 199,312
100,000 Federal Home Loan Mortgage Corp. 8.6%, due 01/25/00 98,250 105,313
175,000 Federal Home Loan Mortgage Corp. 5.95%, due 01/19/06 173,414 173,906
150,000 Federal Home Loan Mortgage Corp. 5.85%, due 02/21/06 148,664 148,079
250,000 Federal National Mortgage Association 7%, 06/25/07 249,688 256,035
--------- ---------
1,580,933 1,747,926
</TABLE>
<PAGE>
THE ROCKLAND TRUST COMPANY
EMPLOYEE SAVINGS AND
PROFIT SHARING PLAN AND TRUST
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997
(Continued)
<TABLE>
<CAPTION>
Shares or Cost Quoted
Par Value Issuer and Description Market Price
<S> <C> <C> <C>
COMMON STOCK
1,100 American Greeting Corp. $ 40,288 $ 43,038
1,800 ASA Holdings, Inc. 49,050 51,188
2,100 Banta Corp. 51,617 56,700
600 BB&T Corp. 21,423 38,438
1,500 Carpenter Technology Corp. 50,355 72,095
1,200 Caterpillar, Inc. 58,260 58,200
1,900 Chrysler Corp. 61,883 66,857
1,600 Comair Holdings, Inc. 37,400 38,600
750 Compaq Computer Corp. 14,159 42,375
1,700 Cooper Tire & Rubber Co. 41,025 41,438
1,950 Crane Co. 49,491 84,581
1,100 Deere & Co. 57,013 64,075
1,000 Duke Energy Corp. 50,070 55,375
700 Eaton Corp. 40,117 62,475
1,100 Edwards AG, Inc. 18,652 43,725
750 First Virginian Banks, Inc. 20,337 38,766
1,700 Fleetwood Enterprises, Inc. 46,852 72,144
1,700 Illinois Cent. Corp. Series A 51,102 57,907
276,698 Independent Bank Corp. Mass (1)* 2,126,819 5,084,321
1,800 Ingersol Rand Co. 50,022 72,900
1,200 Kaydon Corp. 39,921 39,150
1,300 King World Productions, Inc. 47,367 75,075
1,200 Land's End Direct Merchants 40,746 42,076
1,600 Marshal Industries 51,496 48,000
1,400 Medusa Corp. 47,495 58,538
1,100 Modine Manufacturing Co. 37,538 37,538
1,400 Morton International, Inc. 34,846 48,125
1,400 Nipsco Industries, Inc. 51,534 69,213
1,300 Oakwood Homes Corp. 41,367 43,144
2,900 Pacific Century Financial Corp. 24,006 71,775
1,000 Pitney Bowes, Inc. 49,070 89,938
1,000 PPG Industries, Inc. 47,580 57,125
1,000 Raytheon Co. 9,465 56,250
650 Rohm & Haas Co. 49,046 62,237
5,500 Ryans Family Steak House, Inc. 52,250 47,097
1,200 Sierra Health Services, Inc. 38,346 40,350
1,500 Snap On, Inc. 48,330 65,438
700 Southtrust Corp. 19,600 44,407
1,100 Stratus Computer, Inc. 38,219 41,594
1,600 Sun Microsystems, Inc. 35,200 63,800
3,200 Toll Brothers, Inc. 58,192 85,600
1,400 Trinity Industries, Inc. 40,793 62,475
1,000 Universal Foods Corp. 41,980 42,250
</TABLE>
<TABLE>
<CAPTION>
Shares or Cost Quoted
Par Value Issuer and Description Market Price
<S> <C> <C> <C>
1,600 V F Corp. $ 49,664 $ 74,400
800 Vulcan Materials Co. 47,964 81,700
-------------- --------------
3,977,950 7,592,493
MUTUAL FUNDS--BONDS
9,849 Federated GNMA Trust #16 108,139 111,586
9,345 Federated High Income Bond Fund Class A #305 105,920 111,487
11,104 Federated Bond Fund #198 Fortress Investment Series Funds 106,179 111,820
14,011 Federated U.S. Government Bond 2-5 #47 145,259 148,932
-------------- --------------
465,497 483,825
-------------- --------------
MUTUAL FUNDS--EQUITY
11,492 Federated Stock Trust #19 324,868 403,261
15,200 Federated Growth Strategies Class A #48 359,964 376,652
19,660 Federated Index Trust Max Cap Fund #39 279,664 397,723
6,270 Fidelity Contrafund, Inc. 245,971 292,357
10,925 Goldman Sachs Core U.S. Equity Fund #673 224,165 291,270
10,941 Goldman Sachs International Equity Fund #872 238,938 211,813
7,407 Goldman Sachs TR International Equity 140,580 143,394
15,689 SEI Institutional Management Small Cap Trust 251,325 260,749
12,823 Vanguard #73 Windsor II 279,691 367,002
19,222 Vanguard #40 Index Trust 500 Portfolio (1) 1,547,459 1,731,359
-------------- --------------
3,892,625 4,475,580
LOANS TO PARTICIPANTS
LOANS TO PARTICIPANTS, INTEREST RATES FROM 7.75% TO 9% 300,717 300,717
-------------- --------------
TOTAL INVESTMENTS HELD AT DECEMBER 31, 1997 $ 11,633,665 $ 16,016,484
-------------- --------------
-------------- --------------
</TABLE>
(1) EXCEEDS 5% OF PLAN NET ASSETS.
* REPRESENTS A PARTY-IN-INTEREST TO THE PLAN.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE SUPPLEMENTAL SCHEDULES.
<PAGE>
THE ROCKLAND TRUST COMPANY
EMPLOYEE SAVINGS AND
PROFIT SHARING PLAN AND TRUST
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Purchases Sales Gain (Loss)
Identity of Party Number Amount Number Amount
<S> <C> <C> <C> <C> <C>
SERIES OF TRANSACTIONS IN SAME
SECURITY EXCEEDING 5% OF NET ASSETS
AT JANUARY 1, 1997:
Dreyfus Treasury Prime Cash 148 $ 780,025 68 $ 825,458 $ -
Management #761
Federated Stock Trust #19 16 270,384 20 482,616 99,877
Federated Growth Strategies Class A 8 302,055 9 418,779 50,183
#48
Federated U.S. Treasury Cash 368 3,088,398 185 3,210,606 -
Reserve #125
Federated Max Cap Fund #39 19 298,474 21 508,369 74,184
Fidelity Contra Fund 10 246,163 7 406,236 39,505
Goldman Sachs Core U.S. Equity Fund 10 250,416 7 432,049 66,066
#673
Goldman Sachs International Equity 19 473,128 5 233,665 3,538
Fund #872
Independent Bank Corp. Mass 36 576,038 35 410,958 181,171
SEI Institutional Managed Small Cap 19 421,715 4 180,023 503
Trust
Vanguard #73 Windsor II 19 272,383 19 460,673 69,485
Vanguard #40 Index Trust 500 19 2,894,181 6 1,353,874 2,375
Portfolio
SERIES OF TRANSACTIONS WITH SAME
BROKER EXCEEDING 5% OF NET ASSETS AT
JANUARY 1, 1997:
Legg Mason Wood 28 410,489 31 218,466 102,665
Dean Witter 15 554,351 8 527,104 240,374
SINGLE TRANSACTION IN SAME SECURITY
EXCEEDING 5% OF NET ASSETS AT
JANUARY 1, 1997:
Vanguard #40 Index Trust 500 2 2,525,986 1 1,262,993 (723)
Portfolio
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*REPRESENTS A PARTY-IN-INTEREST TO THE PLAN.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE SUPPLEMENTAL SCHEDULES.
