<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, 1999
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 June 28, 2000
<PAGE>
THE ROCKLAND TRUST COMPANY
EMPLOYEE SAVINGS AND PROFIT SHARING
PLAN AND TRUST
Financial Statements and Supplemental Schedule
as of December 31, 1999 and 1998
Together with Auditors' Report
<PAGE>
INDEX
Page
Report of Independent Public Accountants 1
Statements of Net Assets Available for Benefits as of December
31, 1999 and 1998 2
Statement of Changes in Net Assets Available for Benefits for
the Year Ended December 31, 1999 3
Notes to Financial Statements 4-9
Schedule of Assets Held for Investment Purposes at
End of Year 10
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the 401(k) 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, 1999 and 1998 and the related statement of changes in net
assets available for benefits for the year ended December 31, 1999. These
financial statements and the schedule referred to below are the responsibility
of the Plan's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 as of December 31,
1999 and 1998 and the changes in its net assets available for benefits for the
year ended December 31, 1999 in conformity with accounting principles generally
accepted in the United States.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedule of assets held for
investment purposes at end of year is presented for purposes of additional
analysis and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects, in relation to the
basic financial statements taken as a whole.
Boston, Massachusetts
June 12, 2000
<PAGE>
THE ROCKLAND TRUST COMPANY EMPLOYEE SAVINGS
AND PROFIT SHARING PLAN AND TRUST
Statements of Net Assets Available for Benefits
as of December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Assets:
Investments, at fair value (Notes 2 and 3)-
Interest-bearing deposits $ - $ 107,214
U.S. government obligations - 1,706,143
Collective investment trusts 4,555,687 -
Personal access fund 39,445 -
Common stocks 3,422,949 4,397,880
Mutual funds-
Bonds 805 1,858,730
Equity 12,609,350 9,465,883
Loans to participants 456,266 415,528
--------------- ---------------
21,084,502 17,951,378
Cash 31,661 60,491
Contributions receivable from employer - 52,451
--------------- ---------------
Total assets 21,116,163 18,064,320
--------------- ---------------
Net Assets Available for Benefits $ 21,116,163 $ 18,064,320
=============== ===============
</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
for the Year Ended December 31, 1999
Additions:
Additions to net assets attributed to-
Investment income-
Net appreciation in fair value of instruments $ 2,325,023
Interest and dividends 371,936
---------------
2,696,959
Contributions:
Participant 1,295,666
Employer 433,975
---------------
1,729,641
---------------
Total additions 4,426,600
Deductions:
Deductions from net assets attributed to-
Benefits paid to participants 1,374,757
---------------
Total deductions 1,374,757
---------------
Net increase 3,051,843
Net Assets Available for Benefits:
Beginning of year 18,064,320
---------------
End of year $ 21,116,163
===============
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, 1999
(1) DESCRIPTION OF THE PLAN
The following description of The Rockland Trust Company (Company)
Employee Savings and Profit Sharing Plan and Trust (the Plan) provides
only general information. Participants should refer to the plan
agreement for a more complete description of the Plan's provisions.
(a) GENERAL
The Plan is a defined contribution plan that is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
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. Other subsequent amendments
have also been made to the Plan. The Plan covers employees of the
Company who meet specified eligibility requirements. Effective May
28, 1998, Fidelity Investments became the custodian of the Plan,
replacing the previous custodian, Rockland Trust Company. Effective
August 1, 1999, ScudderKemper Investments became the custodian and
trustee of the Plan, replacing the previous custodian, Fidelity
Investments, and the previous trustee, Rockland Trust Company. A
new plan document was also adopted effective August 1, 1999. The
new plan document incorporates the custodian and trustee changes to
the Plan.
(b) 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.
(c) CONTRIBUTIONS
Each year, employees who participate in the Plan may contribute up
to 15% of their salary (6% as a basic elective deferral and 9% as a
supplementary elective deferral), 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 basic
elective deferral. The Company may also make discretionary profit
sharing contributions. No such discretionary contributions were
made in 1999 or 1998.
<PAGE>
THE ROCKLAND TRUST COMPANY EMPLOYEE
SAVINGS AND PROFIT SHARING PLAN AND TRUST
Notes to Financial Statements
December 31, 1999
(d) BENEFITS AND VESTING
Participants are immediately 100% vested in all contributions plus
actual earnings thereon 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 (rollover treatment, if
eligible), a stream of payments to be paid in monthly installments
over a 10 to 15-year period, or installment payments in a fixed
amount.
(e) PARTICIPANTS' ACCOUNTS
Each participant's account is credited with the participant's
contribution and allocations of (i) the Company's contribution and
(ii) Plan earnings. Allocations are based on participant earnings
or account balances, as defined. The benefit to which a participant
is entitled is the benefit that can be provided from the
participant's vested account.
(f) INVESTMENT OPTIONS
Participants are offered 11 investment portfolios into which they
can direct their contributions.
Employer matching contributions are allocated among options in the
same percentages as the employee contributions. A description of
each investment option is provided below:
SCUDDER STABLE VALUE FUND
This fund seeks to provide principal stability, a
competitive yield, and reliable liquidity from a portfolio
of high-quality instruments, including guaranteed insurance
contracts (GICs), bank investment contracts (BICs),
synthetic contracts, private placements, and cash
equivalents.
SCUDDER STOCK INDEX FUND
This fund seeks to match the total return of the Standard &
Poor's (S&P) 500 Stock Index. The S&P 500 is an index of 500
common stocks of U.S. companies that is often used as a
benchmark for the U.S stock market.
PERSONAL ACCESS FUND
This is an investment option that provides investment
flexibility to participants by enabling them to set up their
own brokerage account through State Street Brokerage. It
allows participants to buy and sell other securities and/or
mutual funds not available through the Plan. The participant
pays all brokerage fees.
<PAGE>
THE ROCKLAND TRUST COMPANY EMPLOYEE SAVINGS
AND PROFIT SHARING PLAN AND TRUST
Notes to Financial Statements
December 31, 1999
SCUDDER INCOME FUND
This mutual fund seeks high current income by investing
primarily in high-grade corporate bonds.
SCUDDER BALANCED FUND
This mutual fund seeks a balance of growth and current
income as well as long-term preservation of capital through
a diversified portfolio of stocks of larger, seasoned
companies.
SCUDDER LARGE COMPANY GROWTH FUND
This mutual fund seeks to provide long-term growth of
capital through investing primarily in the equity securities
of seasoned, financially strong U.S companies.
JANUS MERCURY FUND
This mutual fund seeks long-term growth of capital primarily
through investments in the common stock of issuers of any
size, which may include well established issuers and/or
smaller emerging-growth companies.
JANUS OVERSEAS FUND
This mutual fund seeks long-term growth of capital by
investing primarily in the common stocks of companies
outside the United States.
JANUS TWENTY FUND
This mutual fund seeks long-term growth of capital,
primarily through investments in a core position of 20-30
common stocks of U.S and foreign issuers of any size.
SCUDDER VALUE FUND
This mutual fund seeks long-term growth of capital by
investing primarily in common stocks of medium to large U.S.
companies that are considered "undervalued".
INDEPENDENT BANK CORP. STOCK
This investment is exclusively in the common stock of
Independent Bank Corp., the parent company of Rockland Trust
Company.
(g) LOANS TO PARTICIPANTS
Participants may borrow from their fund accounts a minimum loan
amount of $500 up to a maximum of $50,000 (reduced by the highest
outstanding loan
<PAGE>
THE ROCKLAND TRUST COMPANY EMPLOYEE SAVINGS
AND PROFIT SHARING PLAN AND TRUST
Notes to Financial Statements
December 31, 1999
balance in the previous 12 months) or 50% of the participants'
account balances, whichever is less. The loans are secured by the
balance in the participant's account and bear interest at rates
that range from 7.75% to 8.50%, as determined by the plan
administrator, which are commensurate with local prevailing rates.
Loans must be repaid within five years; however, loans for the
purchase of a primary residence must be repaid within 30 years.
(h) PRIORITIES OF THE PLAN UPON TERMINATION
Although it has not expressed any intent to do so, the Company has
the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of ERISA.
In the event of plan termination, 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
(a) BASIS OF ACCOUNTING
The accompanying financial statements are prepared on the accrual
basis of accounting. Contributions, interest and other income are
recorded as earned on the accrual basis.
(b) EXPENSES
The Company pays all expenses of the Plan at the option of the
Company.
(c) USE OF ESTIMATES
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and changes therein,
and disclosure of the contingent assets and liabilities. Actual
results could differ from those estimates.
(d) INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair value. Quoted market
prices are used to value investments. Shares of mutual funds are
valued at the net asset value of shares held by the Plan at
year-end.
Purchases and sales of securities are recorded on a trade-date
basis. Dividends are recorded on the ex-dividend date.
<PAGE>
THE ROCKLAND TRUST COMPANY EMPLOYEE SAVINGS
AND PROFIT SHARING PLAN AND TRUST
Notes to Financial Statements
December 31, 1999
(e) RECLASSIFICATIONS
Certain amounts in the prior year financial statements have been
reclassified to conform to the current year's presentation.
(3) INVESTMENTS
The following presents investments in the accompanying statements of
net assets available for benefits for which the market value exceeded
5% of the Plan's net assets as of plan years ended December 31, 1999
and 1998:
DESCRIPTION OF INVESTMENT MARKET VALUE
DECEMBER 31, 1999
Scudder Balanced Fund $ 5,081,466
Scudder Large Company Growth Fund 3,555,652
Scudder Stock Index Fund 3,481,529
Independent Bank Corp. Stock 3,422,949
Janus Mercury Fund 2,573,883
Scudder Stable Value Fund 1,074,158
DECEMBER 31, 1998
Independent Bank Corp. Stock $ 4,397,880
Federated Max Cap Institutional Fund 3,056,695
Wright Managed Selected Blue Chip Fund 2,024,717
Wright Managed Total Return Bond Fund 1,333,746
MFS Emerging Growth Fund 1,120,486
Federated Government Obligations Fund 1,073,573
During 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
appreciated in value by $2,325,023 as follows:
U.S. government obligations $ 41,210
Collective investment trusts 403,109
Mutual funds--Bonds 15,634
Mutual funds--Equity 3,056,716
Common stock (1,191,646)
---------------
Total appreciation, net $ 2,325,023
===============
<PAGE>
THE ROCKLAND TRUST COMPANY EMPLOYEE SAVINGS
AND PROFIT SHARING PLAN AND TRUST
Notes to Financial Statements
December 31, 1999
(4) TAX STATUS
The Internal Revenue Service has determined and informed the Company by
a letter dated March 15, 1995 that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code (IRC). Although the Plan has been amended since receiving the
determination letter, the plan administrator believes that the Plan is
designed and is currently being operated in compliance with the
applicable requirements of the IRC.
<PAGE>
THE ROCKLAND TRUST COMPANY EMPLOYEE SAVINGS
AND PROFIT SHARING PLAN AND TRUST
Schedule of Assets Held for Investment Purposes at End of Year
Plan No.: 001
E.I.N.: 04-1782600
<TABLE>
<CAPTION>
CURRENT VALUE
AT DECEMBER 31,
ISSUER AND DESCRIPTION 1999
<S> <C>
Collective Investment Trusts:
Scudder Stable Value Fund* $ 1,074,158
Scudder Stock Index Fund* 3,481,529
---------------
4,555,687
Personal Access Fund:
Bank One Corp. stock, 1,000 shares 31,696
K Swiss Inc. stock, 400 shares 7,431
SSGA Money Market Fund 318
---------------
39,445
Mutual Funds--Bonds:
Scudder Income Fund* 805
Mutual Funds--Equity:
Scudder Balanced Fund* 5,081,466
Scudder Large Company Growth Fund* 3,555,652
Janus Mercury Fund 2,573,883
Janus Overseas Fund 960,480
Janus Twenty Fund 429,505
Scudder Value Fund* 8,364
---------------
12,609,350
Independent Bank Corp. Stock Fund:
Independent Bank Corp., Mass.* 3,422,949
Loan Fund:
Loans to participants, interest rates from 7.75% to 8.50%* 456,266
---------------
Total investments held at December 31, 1999 $ 21,084,502
===============
</TABLE>
*REPRESENTS A PARTY IN INTEREST TO THE PLAN.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS SUPPLEMENTAL SCHEDULE.
<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
EMPLOYEE SAVINGS PLAN
PROFIT SHARING PLAN AND TRUST
June 28, 2000 /s/ Denis K. Sheahan
-------------------------
Denis K. Sheahan
Administrator
June 28, 2000 /s/ Raymond G. Fuerschbach
-------------------------
Raymond G. Fuerschbach
Administrator
