As filed with the Securities and Exchange Commission on December 5, 2007

Registration No. 333-147481

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Pre-Effective Amendment No. 1

to

Form S-4

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

INDEPENDENT BANK CORP.

(Exact Name of Registrant as Specified in Charter)

 

6036

(Primary Standard Industrial Classification Code Number)

 

 

288 Union Street

Rockland, Massachusetts 02370

(781) 878-6100

(Address, including zip code, and telephone number, including area code, of Registrant’s Principal Executive Offices)

 

 

Edward H. Seksay, Esq.

General Counsel

Independent Bank Corp.

288 Union Street

Rockland, Massachusetts 02370

(781) 878-6100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

With copies to:

 

 

 

 

Approximate date of commencement of proposed sale to the public:  As soon as practicable after the Registration Statement becomes effective and the completion of the Arrangement as described herein.

 

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

 

If this form is filed to register additional Securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

 

 

 

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

[          ], 200[  ]

 

Dear Shareholder:

 

You are cordially invited to attend a special meeting of shareholders of Slade’s Ferry Bancorp. (“Slade’s Ferry”) to be held at the Advanced Technology and Manufacturing Center (ATMC), 151 Martine Street, Fall River, Massachusetts 02723 on January 17, 2008 at 10:00 a.m., local time. At the special meeting, you will be asked to consider and vote upon a proposal to approve a merger agreement (the “merger agreement”) under which Slade’s Ferry will merge with and into Independent Bank Corp. (“Independent”).

 

If the merger agreement is approved and the merger is subsequently completed, each share of Slade’s Ferry common stock will be converted into the right to receive either $25.50 in cash or 0.818 shares of Independent common stock, plus cash in lieu of fractional shares. Subject to election and proration procedures described in this document, you will be entitled to elect to receive your merger consideration in the form of Independent common stock, cash or a combination of both. All elections are subject to adjustment to ensure that 25% of the outstanding shares of Slade’s Ferry common stock will be converted into the right to receive cash, and 75% of the outstanding shares of Slade’s Ferry common stock will be converted into the right to receive Independent common stock. Independent common stock is traded on the NASDAQ Global Select Market under the trading symbol “INDB.” On December 4, 2007, the closing price of Independent common stock was $27.83 per share.

 

The merger cannot be completed unless the shareholders of Slade’s Ferry approve the merger agreement and the transactions contemplated thereby. Slade’s Ferry’s board of directors unanimously adopted and approved the merger agreement and determined that the merger agreement is advisable and in the best interests of Slade’s Ferry and its shareholders, and accordingly unanimously recommends that shareholders vote “FOR” approval of the merger agreement.

 

This document serves as the proxy statement for the special meeting of shareholders of Slade’s Ferry and the prospectus for the shares of Independent common stock to be issued in the merger, and includes detailed information about the special meeting, the merger, and the documents related to the merger. We urge you to read this entire document carefully, including the discussion in the section titled “Risk Factors” beginning on page [  ]. You can also obtain information about Slade’s Ferry and Independent from documents that have been filed with the Securities and Exchange Commission.

 

Your vote is important.  Whether or not you plan to attend the special meeting, please take the time to vote by completing and mailing the enclosed proxy card or by submitting a proxy through the Internet or by telephone as described on the enclosed proxy card. If you submit a properly signed proxy card without indicating how you want to vote, your proxy will be counted as a vote “FOR” approval of the merger agreement. The failure to vote will have the same effect as a vote against approval of the merger agreement and the transactions contemplated thereby.

 

Sincerely,

 

Mary Lynn D. Lenz
President and Chief Executive Officer

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the shares of Independent common stock to be issued in the merger or determined if this document is accurate or adequate. Any representation to the contrary is a criminal offense. The shares of Independent common stock to be issued in the merger are not savings accounts, deposits or other obligations of any bank or savings association and are not insured by any federal or state governmental agency.

 

This document is dated [          ], 200[  ], and is first being mailed to Slade’s Ferry shareholders on or about [          ], 200[  ].

 

REFERENCE TO ADDITIONAL INFORMATION

 

This proxy statement/prospectus incorporates important business and financial information about Independent and Slade’s Ferry from other documents that are not included in, or delivered with, this proxy statement/prospectus. This information is available to you without charge upon your written or oral request. We have listed the documents containing this information on page [  ]. You can obtain copies of these documents incorporated by reference in this document through the Securities and Exchange Commission’s website at http://www.sec.gov or by requesting them in writing or by telephone from the appropriate company at the following addresses:

 

 

If you would like to request documents, you must do so no later than January 9, 2008 in order to receive them before Slade’s Ferry’s special meeting of shareholders. You will not be charged for any of these documents that you request.

 

For additional information regarding where you can find information about Independent and Slade’s Ferry, please see the section entitled “Where You Can Find More Information” beginning on page [  ] of this proxy statement/prospectus. The information contained in this proxy statement/prospectus with respect to Independent and its subsidiaries was provided by Independent and the information contained in this proxy statement/prospectus with respect to Slade’s Ferry and its subsidiaries was provided by Slade’s Ferry.

 

For information on submitting your proxy, please refer to the instructions on the enclosed proxy card.

 

SLADE’S FERRY BANCORP.
100 Slade’s Ferry Avenue
Somerset, Massachusetts 02726
(508) 675-2121

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held On January 17, 2008

 

A special meeting of shareholders of Slade’s Ferry Bancorp. will be held at the Advanced Technology and Manufacturing Center (ATMC), 151 Martine Street, Fall River, Massachusetts 02723 on January 17, 2008 at 10:00 a.m., local time, for the following purposes:

 

1. To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of October 11, 2007, by and among Independent Bank Corp., Rockland Trust Company, Slade’s Ferry Bancorp. and Slade’s Ferry Trust Company, a copy of which is attached as Appendix A to the accompanying document, and the transactions contemplated thereby;

 

2. To consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the special meeting, or at any adjournment or postponement of that meeting, to approve the merger agreement; and

 

3. To consider and act upon any other matters as may properly come before the special meeting or any adjournment or postponement of that meeting.

 

The Slade’s Ferry board of directors has fixed the close of business on December 7, 2007 as the record date for the special meeting. Accordingly, only shareholders of record on that date are entitled to notice of and to vote at the special meeting or any adjournment or postponement of the special meeting. The affirmative vote of holders of at least two-thirds of the shares of Slade’s Ferry common stock outstanding and entitled to vote at the special meeting is required to approve the merger agreement and the transactions contemplated thereby.

 

Slade’s Ferry believes that, pursuant to the provisions of Chapter 156D, Section 13.02 of the Massachusetts General Laws, shareholders of Slade’s Ferry are not entitled to dissent to the merger and assert appraisal rights under Sections 13.01 to 13.03 of Chapter 156D. A copy of Part 13 of Chapter 156D will be provided to any shareholder of Slade’s Ferry upon request.

 

Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the special meeting, please complete, sign, date and return the enclosed proxy card as soon as possible in the enclosed postage-paid envelope or submit a proxy through the Internet or by telephone as described on the enclosed proxy card. This will not prevent you from voting in person at the special meeting but will assure that your vote is counted if you are unable to attend. If you do not vote in person or by proxy, the effect will be a vote against approval of the merger agreement.

 

By Order of the Board of Directors,

 

 

Peter G. Collias
Clerk/Secretary

 

Somerset, Massachusetts

[          ], 200[  ]

 

Please do not send your stock certificates at this time. You will be sent separate instructions regarding the surrender of your stock certificates.

 

TABLE OF CONTENTS

 

 

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

 

 

 

 

 

 

 

 

 

 

 

 

 

Slade’s Ferry Bancorp.
100 Slade’s Ferry Avenue
P.O. Box 390
Somerset, Massachusetts 02726
Attention: Peter G. Collias, Clerk/Secretary

 

 

	•	$25.50 in cash (which is referred to as the cash consideration); or
	•	0.818 shares of Independent common stock, plus cash in lieu of any fractional share (which is referred to as the stock consideration).

	•	you may elect to receive $25.50 per share in cash in exchange for all shares of Slade’s Ferry common stock that you hold;
	•	you may elect to receive 0.818 shares of Independent common stock in exchange for all shares of Slade’s Ferry common stock that you hold, plus cash in lieu of any fractional share;
	•	you may elect to receive the cash consideration with respect to a portion of the shares of Slade’s Ferry common stock that you hold, and the stock consideration with respect to your remaining shares; or
	•	you may make no election with respect to the consideration to be received by you in exchange for your shares of Slade’s Ferry common stock.

	•	25% of the total number of outstanding shares of Slade’s Ferry common stock immediately prior to the effective time of the merger will be converted into the right to receive the cash consideration; and
	•	75% of these shares of Slade’s Ferry common stock will be converted into the right to receive the stock consideration.

	•	the approval of the merger agreement by Slade’s Ferry shareholders;
	•	the approval of the listing of Independent common stock to be issued in the merger on the NASDAQ Global Select Market;
	•	the effectiveness of the registration statement with respect to the Independent common stock to be issued in the merger under the Securities Act of 1933, and the absence of any stop order or proceedings initiated or threatened by the Securities and Exchange Commission for that purpose;

	•	the receipt and effectiveness of all regulatory approvals, registrations and consents (none of which shall contain a burdensome condition, as defined below), and the expiration of all waiting periods required to complete the merger; and

	•	the absence of any statute, regulation, rule, decree, injunction or other order in effect by any court or other governmental entity that prohibits completion of the transactions contemplated by the merger agreement.

	•	the receipt by the party of a legal opinion from its counsel with respect to certain federal income tax consequences of the merger;
	•	the other company’s representations and warranties in the merger agreement being true and correct, in all material respects, and the performance by the other party in all material respects of its obligations under the merger agreement.

	•	the number of outstanding shares of Slade’s Ferry common stock shall not exceed 4,062,353, except to the extent increased as a result of the exercise of stock options;
	•	each Slade’s Ferry director and executive officer must deliver to Independent an agreement to vote the shares of Slade’s Ferry common stock beneficially owned by him or her in favor of the merger agreement;

	•	Slade’s Ferry must deliver to Independent releases from certain employees regarding the termination of their employment and the satisfaction of all payments due to them;
	•	Mary Lynn D. Lenz and Deborah A. McLaughlin must deliver to Independent non-competition agreements; and
	•	the environmental assessments contemplated by the merger agreement shall be completed and shall not indicate the existence of a condition or matter the cost of which is reasonably likely to exceed $50,000 individually or $100,000 in the aggregate.

	•	if any regulatory approval necessary for consummation of the transactions contemplated by the merger agreement is not obtained;
	•	if the merger is not completed by April 30, 2008;
	•	if the other party breaches the merger agreement in a way that would entitle the party seeking to terminate the merger agreement not to consummate the merger, subject to the right of the breaching party to cure the breach by the earlier of 30 days following written notice or two business days before April 30, 2008 (unless it is not possible due to the nature or timing of the breach for the breaching party to cure the breach); or
	•	if Slade’s Ferry’s shareholders do not approve the merger agreement and the transactions contemplated thereby.

	•	Slade’s Ferry has materially breached its “non-solicitation” obligations described under “The Merger Agreement — No Solicitation of Alternative Transactions” beginning on page [  ];
	•	Slade’s Ferry’s board fails to recommend in this proxy statement/prospectus the approval of the merger agreement;

	•	Slade’s Ferry’s board of directors recommends, proposes or publicly announces its intention to recommend or propose, to engage in an “Acquisition Transaction” with any party other than Independent or a subsidiary of Independent; or

	•	Slade’s Ferry breaches its obligation to call, give notice of, convene and hold a meeting of shareholders for the purpose of approving the merger agreement and the transactions contemplated thereby.

	•	to approve the merger agreement and the transactions contemplated thereby;
	•	to vote upon a proposal to adjourn the special meeting, if necessary, to solicit additional proxies; and
	•	to consider and act upon any other matters as may properly come before the special meeting or any adjournment or postponement of the special meeting.

	•	U.S. holders of Slade’s Ferry common stock that receive both cash and Independent common stock generally will recognize gain, but not loss, to the extent of the cash received; the gain recognized will be equal to the lesser of the excess, if any, of the sum of the cash and the fair market value of the Independent common stock received in the merger, over the tax basis in the shares of Slade’s Ferry common stock surrendered by the U.S. holder in the merger, or the amount of cash received;

	•	U.S. holders of Slade’s Ferry common stock that receive only cash generally will recognize gain or loss equal to the difference between the amount of cash received and their tax basis in the Slade’s Ferry common stock surrendered; and
	•	U.S. holders of Slade’s Ferry common stock generally will recognize gain or loss with respect to cash received in lieu of fractional shares of Independent common stock that the former Slade’s Ferry shareholders would otherwise be entitled to receive.

		Independent				Slade’s Ferry				Equivalent
Date		Closing Price				Closing Price				per Share Value
October 11, 2007		$	30.25			$	15.30			$	24.74
December 4, 2007		$	27.83			$	23.07			$	22.76

 

RISK FACTORS

 

In addition to the other information contained in or incorporated by reference into this proxy statement/prospectus, including Independent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, Slade’s Ferry’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and the matters addressed under the heading “Forward-Looking Statements” beginning on page [  ] of this document, you should carefully consider the following risk factors and uncertainties in deciding whether to vote to approve and adopt the merger agreement. See also the section entitled, “Where You Can Find More Information” on page [  ] before voting.

 

Slade’s Ferry shareholders may receive a form of consideration different from what they elect.  While each Slade’s Ferry shareholder may elect to receive all cash, all Independent common stock, or a combination of cash and Independent stock in the merger, the pools of cash and Independent common stock available for all Slade’s Ferry shareholders will be fixed amounts (subject to the provisions of the merger agreement). Seventy-five percent of the total number of shares of Slade’s Ferry common stock shall be converted into stock consideration and twenty-five percent shall be converted into cash consideration. As a result, if either a cash or stock election proves to be more popular among Slade’s Ferry shareholders, and you choose the election that is more popular, you might receive a portion of your consideration in the form you did not elect.

 

Slade’s Ferry shareholders cannot be sure of the value of the merger consideration they will receive, because Slade’s Ferry shareholders will not control the form of merger consideration they receive and the market price of Independent common stock will fluctuate.  Upon completion of the merger, each share of Slade’s Ferry common stock will be converted into the right to receive merger consideration consisting of shares of Independent common stock and/or cash pursuant to the terms of the merger agreement. Because Independent is issuing its shares at a fixed exchange ratio as part of the merger consideration, if you receive your consideration in stock form, any change in the market price of Independent common stock prior to completion of the merger will affect the value of the merger consideration that you will receive. Any number of factors can cause a change in stock price, including general market and economic conditions, changes in the businesses of Independent and/or Slade’s Ferry, and regulatory considerations. Many of these factors are beyond our control. You should obtain current market quotations for shares of Independent common stock and for shares of Slade’s Ferry common stock. Even with these estimates, however, at the time of the election deadline, Slade’s Ferry shareholders will not necessarily know or be able to calculate the value of the stock they would receive upon completion of the merger due to the possibility of further fluctuation. The date that you will receive your merger consideration depends on the completion date of the merger, which is uncertain. The completion date of the merger might be later than expected due to unforeseen events, such as delays in obtaining regulatory approvals.

 

Slade’s Ferry will have the option to terminate the merger agreement if, as described elsewhere in this proxy statement/prospectus, the price of Independent stock drops by a certain agreed upon margin and there is not a corresponding drop in value of the NASDAQ Bank Index. If these conditions are both met, and Slade’s Ferry elects to terminate the agreement, Independent will then have the option to make an upward adjustment to the amount of consideration that Slade’s Ferry shareholders would receive. There is no guarantee, however, that Independent will choose to make such an upward adjustment.

 

The tax consequences of the merger for Slade’s Ferry shareholders will be dependent upon the merger consideration received.  The tax consequences of the merger to you will depend upon the merger consideration received by you. You generally will not recognize any gain or loss on the exchange of shares of Slade’s Ferry common stock solely into shares of Independent common stock. However, you generally will be taxed to the extent you receive cash in exchange for your shares of Slade’s Ferry common stock or instead of any fractional share of Independent common stock that you would otherwise be entitled to receive. For a more detailed discussion of the tax consequences of the merger to you, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [  ] of this proxy statement/prospectus.

 

Slade’s Ferry executive officers and directors have financial interests in the merger that are different from, or in addition to, the interests of Slade’s Ferry shareholders.  Executive officers of

Independent and Slade’s Ferry negotiated the terms of the merger agreement, and Independent’s and Slade’s Ferry’s boards of directors unanimously approved this agreement. In considering these facts and the other information contained in this document, you should be aware that Slade’s Ferry’s executive officers and directors are expected to receive certain compensation and benefits in connection with the merger, including payments and benefits resulting from the settlement of existing employment agreements and defined contribution supplemental executive retirement agreements, the vesting of defined benefit supplemental executive retirement agreements, the entry into non-competition agreements with certain executive officers and the vesting of unvested restricted stock awards. See “Interests of Slade’s Ferry’s Executive Officers and Directors in the Merger” on page [  ] for more information.

 

We may fail to realize all of the anticipated benefits of the merger, particularly if the integration of Independent’s and Slade’s Ferry’s businesses is more difficult than we expect.  The success of the merger will depend, in part, on our ability to successfully combine the businesses of Independent and Slade’s Ferry. We may fail to realize some or all of the anticipated benefits of the transaction if the integration process takes longer than expected or is more costly than expected. Furthermore, any number of unanticipated adverse occurrences for either the business of Slade’s Ferry or Independent may cause us to fail to realize some or all of the expected benefits. The integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the merger. Each of these issues might adversely affect either Independent, Slade’s Ferry, or both during the transition period, resulting in adverse effects on Independent following the merger. As a result, revenues may be lower than expected or prices may be higher than expected and the overall benefits of the merger may not be as great as anticipated.

 

The fairness opinion obtained by Slade’s Ferry from its financial advisor will not reflect changes in circumstances between signing the merger agreement and the merger.  The fairness opinion of Keefe Bruyette & Woods, Inc., Slade’s Ferry’s financial advisor, does not speak as of the time the merger will be completed or as of any date other than the date of such opinion. Changes in the operations and prospects of Independent or Slade’s Ferry, general market and economic conditions and other factors which may be beyond the control of Independent and Slade’s Ferry, and on which the fairness opinion was based, may alter the value of Independent or Slade’s Ferry or the prices of shares of Independent common stock or Slade’s Ferry common stock by the time the merger is completed.

 

The merger agreement limits Slade’s Ferry’s ability to pursue alternatives to the merger.  The merger agreement requires Slade’s Ferry and its subsidiaries to cease any prior discussions relating to acquisition or merger proposals and not to solicit, initiate, knowingly encourage, discuss or negotiate any inquiry or proposal that constitutes or could reasonably be expected to lead to an Acquisition Proposal, as defined by the merger agreement, except in limited circumstances provided in the merger agreement. Except in limited circumstances provided in the merger agreement, Slade’s Ferry’s board of directors may not withhold, withdraw or modify its recommendation in favor of the merger or approve or recommend any Acquisition Proposal and may not allow Slade’s Ferry to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement relating to any Acquisition Proposal. Slade’s Ferry’s board of directors may withdraw its recommendation and take other actions specified by the merger agreement if it receives a competing Acquisition Proposal that it reasonably believes is credible and if the board determines in good faith that the terms of the proposal are more favorable from a financial point of view to Slade’s Ferry’s shareholders than the merger, that the transaction contemplated by such proposal is reasonably likely to be consummated on the terms set forth and for which the financing, to the extent required, is committed. In all other instances, however, any solicitation in violation of the merger agreement would entitle Independent to terminate the merger agreement. These non-solicitation provisions might discourage a potential acquiror from making an offer to Slade’s Ferry.

 

Certain provisions of Independent’s articles of organization and bylaws may prevent or delay future transactions or other changes that shareholders in the combined company may believe are desirable.  Following completion of the merger, the rights of former Slade’s Ferry shareholders who receive the stock consideration will be governed by Independent’s articles of organization and bylaws, in addition to the

provisions of Massachusetts law. The articles of organization and bylaws of Independent contain provisions that are in addition to, or different from, the provisions set forth in Slade’s Ferry’s articles of incorporation and bylaws. These provisions could prevent or delay future transactions or other changes that the combined company’s shareholders may believe to be in their best interests. These additional or different provisions include: the percentage of shareholders needed to call a special meeting, the maximum age and minimum number of directors, the possibility of an additional class of directors to be elected by preferred shareholders, the ability of shareholders to repeal bylaws and provisions for approval of business combinations. See “Comparison of Rights of Shareholders of Slade’s Ferry and Independent” on page [  ] for more information regarding the differences between the rights of Independent shareholders and Slade’s Ferry shareholders.

 

Slade’s Ferry’s shareholders will have less influence as shareholders of Independent than as shareholders of Slade’s Ferry.  Slade’s Ferry’s shareholders currently have the right to vote in the election of the board of directors of Slade’s Ferry and on other matters affecting Slade’s Ferry. After the merger, the shareholders of Slade’s Ferry as a group will own approximately 16.1% of Independent. When the merger occurs, each Slade’s Ferry shareholder who receives shares of Independent common stock will become a shareholder of Independent with a percentage ownership of the combined organization much smaller than such shareholder’s percentage ownership of Slade’s Ferry. Because of this, Slade’s Ferry’s shareholders will have less influence on the management and policies of Independent than they now have on the management and policies of Slade’s Ferry.

 

The unaudited pro forma financial data included in this document is preliminary and Independent’s actual financial position and results of operations after the merger may differ materially from the unaudited pro forma financial data included in this document.  The unaudited pro forma financial data in this document are presented for illustrative purposes only and are not necessarily indicative of what the combined company’s actual financial position or results of operations would have been had the merger been completed on the dates indicated. These data reflect adjustments, which are based upon preliminary estimates, to allocate the purchase price to Slade’s Ferry’s net assets. The purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Slade’s Ferry as of the date of the completion of the merger. In addition, subsequent to the merger completion date, there may be further refinements of the purchase price allocation as additional information becomes available. Accordingly, the final purchase accounting adjustments may differ materially from the pro forma adjustments reflected in this document. See “Summary Historical and Unaudited Pro Forma Financial Information” on page [  ] for more information.

 

The merger is subject to the receipt of consents and approvals from government entities that may impose conditions that could have an adverse effect on Independent.  Before the merger may be completed, various approvals or consents must be obtained from the various bank regulatory and other authorities in the United States and the Commonwealth of Massachusetts. These governmental entities, including the Federal Deposit Insurance Corporation, Federal Reserve Board, and Division of Banks of the Commonwealth of Massachusetts, may impose conditions on the completion of the merger or require changes to the terms of the merger. While Independent and Slade’s Ferry do not currently expect that any such conditions or changes would be imposed, there can be no assurance that they will not be, and such conditions or changes could have the effect of delaying completion of the merger or imposing additional costs on or limiting the revenues of Independent following the merger, any of which might have a material adverse effect on Independent following the merger. Independent is not obligated to complete the merger if the regulatory approvals received in connection with the completion of the merger include any conditions or restrictions that would constitute a “Burdensome Condition” as defined in the merger agreement. See “The Merger — Regulatory Approvals Required to Complete the Merger” on page [  ] of this proxy statement/prospectus for more information.

 

FORWARD-LOOKING STATEMENTS

 

This document contains or incorporates by reference a number of forward-looking statements regarding the financial condition, results of operations, earnings outlook, and business prospects of Independent, Slade’s Ferry and the potential combined company and may include statements for the period following the completion of the merger. You can find many of these statements by looking for words such as “expects,” “projects,” “anticipates,” “believes,” “intends,” “estimates,” “strategy,” “plan,” “potential,” “possible” and other similar expressions.

 

The forward-looking statements involve certain assumptions, risks and uncertainties. In particular, the ability of either Independent or Slade’s Ferry to predict results or actual effects of its plans and strategies, or those of the combined company, is inherently uncertain. Accordingly, actual results may differ materially from those expressed in, or implied by, the forward-looking statements. You therefore are cautioned not to place undue reliance on these statements, which speak only as of the date of this document or the date of any document incorporated by reference in this document. Some of the factors that may cause actual results or earnings to differ materially from those contemplated by the forward-looking statements include, but are not limited to, those discussed elsewhere in this proxy statement/prospectus under “Risk Factors” and those discussed in the filings of each of Independent and Slade’s Ferry that are incorporated herein by reference, as well as the following:

 

 

These forward-looking statements are subject to assumptions, risks and uncertainties, and actual results may differ materially from those expressed or implied by these forward-looking statements.

 

All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this document and attributable to Independent or Slade’s Ferry or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, Independent and Slade’s Ferry undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events.

 

SUMMARY HISTORICAL AND UNAUDITED PRO FORMA FINANCIAL INFORMATION

 

Comparative Per Share Market Price Information

 

Independent common stock trades on the NASDAQ Global Select Market under the symbol “INDB” and Slade’s Ferry common stock trades on the NASDAQ Capital Market under the symbol “SFBC.” The following table presents the closing sale prices of Independent common stock and Slade’s Ferry common stock on October 11, 2007, the last trading day before we announced the merger agreement and December 4, 2007, the last practicable trading day prior to mailing this document. The table also presents the equivalent value of the merger consideration per share of Slade’s Ferry common stock on those dates, calculated by multiplying the closing price of Independent common stock on those dates by 0.818, which represents the fraction of a share of Independent common stock that Slade’s Ferry shareholders electing to receive Independent common stock would receive in the merger for each share of Slade’s Ferry common stock, assuming no proration.

 

 

The market prices of both Independent common stock and Slade’s Ferry common stock will fluctuate prior to the merger. You should obtain current stock price quotations for Independent common stock and Slade’s Ferry common stock.

 

Comparative Stock Prices and Dividends

 

Independent common stock is listed on the NASDAQ Global Select Market under the trading symbol “INDB.” Slade’s Ferry common stock is listed on the NASDAQ Capital Market under the trading symbol “SFBC.” The following table sets forth, for the periods indicated, the high and low sale prices per share of Independent common stock as reported by the NASDAQ Global Select Market and the high and low sale prices per share of Slade’s Ferry common stock as reported by the NASDAQ Capital Market. The table also provides information as to dividends paid per share of Independent common stock and Slade’s Ferry common stock.

 

 

Independent expects that after the completion of the merger, subject to approval and declaration by the Independent board of directors, it will continue to declare quarterly cash dividends on shares of its common stock consistent with past practices. The current annualized rate of distribution on a share of Independent common stock is $0.68 per share.

 

Slade’s Ferry expects to continue to declare quarterly cash dividends on Slade’s Ferry common stock until the merger is completed, subject to the terms and conditions of the merger agreement. Holders of Slade’s

Ferry common stock will stop receiving cash dividends with respect to shares of Slade’s Ferry common stock upon the completion of the merger, when the separate corporate existence of Slade’s Ferry will cease.

 

Historical and Pro Forma Per Share Data

 

We have summarized below historical earnings, dividend and book value per share information for Independent and Slade’s Ferry and additional similar information as if the companies had been combined for the periods shown, which we refer to as “pro forma” information. The pro forma and pro forma equivalent per share information gives effect to the merger as if the transaction had been effective at the year end dates presented, in the case of book value data, and as if the transaction had been effective at the beginning of each period presented, in the case of the earnings and dividend data.

 

The pro forma combined and pro forma equivalent per share information below is based on the historical consolidated financial statements of Independent and Slade’s Ferry under the assumptions and adjustments set forth in the accompanying notes on pages [     ]. Pro forma equivalent per share amounts for Slade’s Ferry are based on multiplying the pro forma amounts by the 0.818 exchange ratio.

 

We expect that both Independent and Slade’s Ferry will incur merger and integration costs as a result of the merger. We also anticipate that the merger will provide the combined company with financial benefits that may include reduced operating expenses. The information set forth below, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, may not reflect all of these anticipated financial expenses and does not reflect any of these anticipated financial benefits and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had our companies been combined during the periods presented.

The information in the following table is based on, and you should read it together with, the historical financial information and the notes thereto for Independent and Slade’s Ferry contained in this proxy statement/prospectus.

 

 

Independent Selected Historical Financial and Operating Data

 

The following table provides summary historical consolidated financial data for Independent as of the end of and for each of the fiscal years in the five-year period ended December 31, 2006, and as of September 30, 2007 and for the nine months ended September 30, 2007 and 2006. The historical consolidated financial data as of the end of and for each of the fiscal years in the five-year period ended December 31, 2006 have been derived in part from Independent’s audited consolidated financial statements and related notes incorporated by reference into this document. The historical consolidated financial data as of September 30, 2007 and for the nine months ended September 30, 2007 and 2006 have been derived from Independent’s unaudited consolidated financial statements and related notes incorporated by reference into this document. The following information is only a summary and you should read it in conjunction with Independent’s consolidated financial statements and related notes incorporated by reference into this document.

 

 

 

 

 

 

 

Slade’s Ferry Selected Historical Consolidated Financial Data

 

The following table provides summary historical consolidated financial data for Slade’s Ferry as of the end of and for each of the fiscal years in the five-year period ended December 31, 2006, and as of September 30, 2007 and for the nine months ended September 30, 2007 and 2006. The historical consolidated financial data as of the end of and for each of the fiscal years in the five-year period ended December 31, 2006 have been derived in part from Slade’s Ferry’s audited consolidated financial statements and related notes incorporated by reference into this document. The historical consolidated financial data as of September 30, 2007 and for the nine months ended September 30, 2007 and 2006 have been derived from Slade’s Ferry’s unaudited consolidated financial statements and related notes incorporated by reference into this document. The following information is only a summary and you should read it in conjunction with Slade’s Ferry’s consolidated financial statements and related notes incorporated by reference into this document.

 

 

 

 

 

UNAUDITED PRO FORMA FINANCIAL INFORMATION

 

The following unaudited pro forma condensed combined consolidated balance sheet as of September 30, 2007 and unaudited pro forma condensed combined consolidated statements of income for the year ended December 31, 2006 and for the nine months ended September 30, 2007 combine the historical financial statements of Independent and Slade’s Ferry. The unaudited pro forma financial statements give effect to the proposed merger of Slade’s Ferry with and into Independent as if the merger occurred on September 30, 2007 with respect to the balance sheet, and on January 1, 2007 and January 1, 2006 with respect to the statements of income for the nine months ended September 30, 2007 and the year ended December 31, 2006, respectively. The unaudited pro forma financial statements give effect to the proposed merger under the purchase method of accounting.

 

The purchase method of accounting requires that all of Slade’s Ferry assets and liabilities be adjusted to their estimated fair values as of the date of acquisition. For purposes of the unaudited pro forma financial statements, fair value of September 30, 2007 assets and liabilities has been estimated by Independent’s management using market information available on September 30, 2007. Accordingly, these adjustments are only approximations. This information may not necessarily be indicative of the financial position or results of operations that would have occurred if the merger had been consummated on the date or at the beginning of the periods indicated or which may be obtained in the future. Upon consummation of the merger, Independent will make adjustments as of the date of consummation based on appraisals and estimates.

 

The unaudited pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect benefits of expected cost savings or opportunities to earn additional revenue and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had our companies been combined during this period.

Independent and Slade’s Ferry

 

Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet

As of September 30, 2007

 

 

 

 

 

 

 

 

 

 

 

Independent and Slade’s Ferry

 

Unaudited Pro Forma Income Statement
Year Ended December 31, 2006