-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PPunq5o6OuikgFHrTNeXZfmZk6i8nSNi+IHG0V6IW5N3ZY/N5Omc2lyvAiY7Mflh mtY+2uXovVSkYR1A+tLC+g== /in/edgar/work/20000628/0000912057-00-030180/0000912057-00-030180.txt : 20000920 0000912057-00-030180.hdr.sgml : 20000920 ACCESSION NUMBER: 0000912057-00-030180 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDEPENDENT BANK CORP CENTRAL INDEX KEY: 0000776901 STANDARD INDUSTRIAL CLASSIFICATION: [6022 ] IRS NUMBER: 042870273 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-09047 FILM NUMBER: 663098 BUSINESS ADDRESS: STREET 1: 230 WEST MAIN ST CITY: IONIA STATE: MI ZIP: 48846 BUSINESS PHONE: 6165279450 MAIL ADDRESS: STREET 1: 230 WEST MAIN ST CITY: IONIA STATE: MI ZIP: 48846 11-K 1 a11-k.txt FORM 11-K 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 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 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 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 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
1999 1998 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 =============== ===============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 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. 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. 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. 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 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. 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 =============== 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. 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
CURRENT VALUE AT DECEMBER 31, ISSUER AND DESCRIPTION 1999 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 ===============
*REPRESENTS A PARTY IN INTEREST TO THE PLAN. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS SUPPLEMENTAL SCHEDULE. 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 EX-23 2 ex-23.txt EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report, dated June 12, 2000, with respect to the financial statements of The Rockland Trust Company Employee Savings and Profit Sharing Plan and Trust included in this Form 11-K for the year ended December 31, 1999, into Independent Bank Corp.'s previously filed Registration Statements on Form S-8 File Numbers 33-13158, 33-50770, 33-65114, 33-75530, 33-60293, 33-04259, 333-27169 and 333-31107. It should be noted that we have not audited any financial statements of The Rockland Trust Company Employee Savings and Profit Sharing Plan and Trust subsequent to December 31, 1999 or performed any audit procedures subsequent to the date of our report. Boston, Massachusetts June 26, 2000 -----END PRIVACY-ENHANCED MESSAGE-----