SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM 10-K/A
Amendment Number 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1999
Commission File Number 0-21656
UNITED COMMUNITY BANKS, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-180-7304
- ---------------------------- --------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
63 Highway 51, Post Office Box 398
Blairsville, Georgia 30512
--------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (706) 745-2151
Securities registered pursuant to Section 12(b) of the Act: NONE
Name of exchange on which registered: NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 Par Value
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. __
Aggregate market value of the voting stock held by non-affiliates of
the Registrant as of May 1, 2000: $228,925,490 based on 6,024,355 shares at
$38.00 per share, the last sale price known to the Registrant for the Common
Stock, for which there is no established public trading market.
As of May 1, 2000, 8,442,990 shares of Common Stock were issued,
including 140,000 shares deemed outstanding pursuant to debentures due 2006 and
presently exercisable options to acquire 267,122 shares.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF UNITED.
The following information as of April 1, 2000 has been furnished by the
respective nominees for director. Except as otherwise indicated, each nominee
has been or was engaged in his present or last principal employment, in the same
or a similar position, for more than five years.
Director Of
Name (Age) Information About Nominee United Since
---------- ------------------------- ------------
Jimmy C. Tallent (47) President and Chief Executive Officer of United 1987
Robert H. Blalock (52) Owner of Blalock Insurance Agency, Inc., Clayton, Georgia Nominee
Billy M. Decker (56) Senior Vice President and Secretary of United 1988
Thomas C. Gilliland (51) Executive Vice President of United and President
of Peoples Bank of Fannin County 1992
Robert L. Head, Jr. (60) Chairman of the Board of Directors of United;
Owner of Head Construction Company, Head-Westgate Corp.,
a commercial construction company, and Mountain Building 1988
Supply, Blairsville, Georgia
Charles E. Hill (62) Retired Director of Pharmacy at Union General Hospital,
Blairsville, Georgia 1988
Hoyt O. Holloway (59) Owner of H&H Farms, a poultry farm, Blue Ridge, Georgia 1993
Clarence W. Mason, Sr. (62) Owner of Mason Lawn and Garden, Blue Ridge, Georgia 1992
Zell B. Miller (68) Governor of Georgia from 1991 to 1999; director of Post
Properties, Inc., Georgia Power Company, and Gray Communications, Inc. 1999
W. C. Nelson, Jr. (55) Vice Chairman of the Board of United; Owner of Nelson Tractor
Company, Blairsville, Georgia 1988
Charles E. Parks (69) Former Owner of Parks Lumber Co., Murrayville, Georgia 1997
Tim Wallis (48) Owner of Wallis Printing Co., Rome, Georgia 1999
There are no family relationships between any director, executive
officer, or nominee for director of United or any of its subsidiaries.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934, requires
United's executive officers, directors, and persons who own more than 10% of
United's common stock to file with the Securities and Exchange Commission
reports of ownership and changes in ownership. Based solely on its review of the
forms filed with the SEC and representations of reporting persons, United
believes that everyone who was an executive officer, director, or greater than
10% beneficial owner at any time during 1999 complied with all filing
requirements applicable to them during 1999.
2
ITEM 11. EXECUTIVE COMPENSATION.
EXECUTIVE COMPENSATION
The following table provides information regarding the compensation
paid or accrued by United and its subsidiaries for the fiscal years ended
December 31, 1997, 1998, and 1999, to or on behalf of the Chief Executive
Officer and the four other most highly compensated executive officers (the
"named executive officers").
Annual Compensation Long-Term Compensation
---------------------------------------------- ------------------------------
Securities All
Name and Principal Offices Underlying Other
Held During 1999 Year Salary Bonus Other Options Compensation
--------------------------
----- ---------- ---------- ------------- -------------------------------
Jimmy C. Tallent........................... 1999 $236,500 $150,000 $ 45,100 8,750 $ 22,293
President and Chief 1998 $231,125 $100,000 $ 36,900 8,750 $ 29,118
Executive Officer of United 1997 $215,000 $ 90,000 $ 32,875 8,750 $ 27,058
Thomas C. Gilliland........................ 1999 $167,500 $ 55,000 $ 9,400 5,250 $ 15,075
President and Chief 1998 $165,000 $ 45,000 $ 5,400 5,250 $ 8,250
Executive Officer of Peoples 1997 $157,500 $ 42,500 $ 5,400 5,250 $ 13,388
Bank of Fannin County;
Executive Vice President of
United .............
Billy M. Decker............................ 1999 $122,700 $ 32,000 $ 18,600 2,000 $ 11,043
Senior Vice President and 1998 $121,450 $ 30,000 $ 18,600 2,500 $ 14,817
Secretary of United 1997 $117,700 $ 30,000 $ 18,600 3,500 $ 14,359
Guy W. Freeman............................. 1999 $165,000 $ 75,000 $ 7,300 4,000 $ 14,850
President and Chief 1998 $158,550 $ 50,000 $ 7,300 4,000 $ 19,343
Executive Officer of Carolina 1997 $139,200 $ 40,000 $ 7,000 10,000 $ 16,892
Community Bank; Senior
Vice President of United
Christopher J. Bledsoe...................... 1999 $120,000 $ 35,000 -- 3,500 $ 11,250
Senior Vice President and 1998 $116,250 $ 27,500 -- 3,500 $ 14,183
Chief Financial Officer of 1997 $102,500 $ 25,000 -- 3,500 $ 12,505
United
- ----------
Directors' fees for service on United's bank subsidiaries' boards of
directors. Other perquisites do not meet the Securities and Exchange
Commission threshold for disclosure, which is the lesser of $50,000 or
10% of the total salary and bonus for any named executive.
Represents a contribution by United of $21,285 on behalf of Mr. Tallent
to United's Profit Sharing Plan and insurance premiums of $1,008 paid
by United on behalf of Mr. Tallent on a life insurance policy.
Represents United's contribution on behalf of the named individual to
United's Profit Sharing Plan, assuming a contribution equal to four
percent of the individual base compensation. The final profit sharing
percentage contributions in 1999 have not been finalized as of the date
of this amendment to Form 10-K.
United has never granted restricted stock, stock appreciation rights,
or similar awards to any of its present or past executive officers, other than
awards of stock options under the 1995 United Community Banks, Inc. Key Employee
Stock Option Plan.
3
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth as of May 1, 2000 beneficial ownership
of United's common stock by each director or nominee, by each named executive
officer, and by all directors and officers as a group. As of April 1, 2000,
there were no "persons" (as that term is defined by the SEC) known by United to
be the beneficial owner of more than 5% of United's common stock other than
indicated in the table below. Unless otherwise indicated, each person's address
is 63 Highway 515, Blairsville, Georgia 30512.
Shareholder Number of Shares Owned Beneficially Percent of Class
- ----------- ----------------------------------- ----------------
Jimmy C. Tallent 166,036 1.97%
Billy M. Decker 138,122 1.64%
Thomas C. Gilliland 183,931 2.18%
Robert H. Blalock 41,260 0.49%
Robert L. Head, Jr. 672,743 7.97%
Charles E. Hill 156,332 1.85%
Hoyt O. Holloway 48,085 0.57%
Deral P. Horne 25,000 0.30%
John R. Martin 57,633 0.68%
Clarence W. Mason, Sr. 30,382 0.36%
Zell B. Miller 1,000 0.01%
W.C. Nelson, Jr. 672,622 7.97%
Charles E. Parks 102,259 1.21%
Tim Wallis 53,829 0.64%
Christopher J. Bledsoe 23,633 0.28%
Guy W. Freeman 41,018 0.49%
All Directors and Executive Officers 2,418,635 28.65%
(19 persons)
- -------------------------
Includes 10,000 shares beneficially owned by Mr. Tallent pursuant to
debentures and 37,000 shares beneficially owned pursuant to stock
options exercisable within 60 days of May 1, 2000.
Includes 10,000 shares beneficially owned by Mr. Decker pursuant to
debentures and 13,600 shares beneficially owned pursuant to stock
options exercisable within 60 days of May 1, 2000. Does not include
9,613 shares owned by Mr. Decker's wife, for which he disclaims
beneficial ownership.
Includes 6,270 shares beneficially owned by Mr. Gilliland as custodian
for his children, 10,000 shares beneficially owned pursuant to
debentures, and 23,000 shares beneficially owned pursuant to stock
options exercisable within 60 days of May 1, 2000.
Includes 80 shares owned by Mr. Blalock's minor children and 30,993
shares owned by Blalock Insurance Agency, Inc., a company owned by Mr.
Blalock.
Includes 96,555 shares beneficially owned by a trust over which Mr.
Head has voting power and 10,000 shares owned pursuant to debentures.
Does not include 18,465 shares owned by Mr. Head's wife, for which he
disclaims beneficial ownership. Mr. Head's address is Post Office Box
147, Blairsville, Georgia 30514.
Includes 10,000 shares beneficially owned by Mr. Hill pursuant to
debentures. Does not include 77,455 shares owned by Mr. Hill's wife,
for which he disclaims beneficial ownership.
Includes 10,000 shares beneficially owned pursuant to debentures and
35,565 shares beneficially owned by Holloway Motors, Inc., a company
Mr. Holloway owns; but not 485 shares Mr. Holloway's wife owns, for
which he disclaims beneficial ownership.
Includes 10,000 shares beneficially owned by Mr. Horne pursuant to
debentures. Does not include 1,920 shares owned by Mr. Horne's wife,
for which he disclaims beneficial interest.
Includes 10,000 shares beneficially owned by Mr. Mason pursuant to
debentures. Does not include 16,958 shares owned by Mr. Mason's wife,
for which he disclaims beneficial ownership.
Includes 11,250 shares beneficially owned by a trust over which Mr.
Nelson has voting power and 10,000 shares owned pursuant to debentures.
Does not include 15,005 shares owned by Mr. Nelson's wife, for which he
disclaims beneficial ownership. Mr. Nelson's address is Post Office Box
127, Blairsville, Georgia 30514.
Includes 10,000 shares beneficially owned by Mr. Parks pursuant to
debentures.
4
Includes 6,000 shares beneficially owned by Mr. Bledsoe pursuant to
debentures and 10,500 shares beneficially owned pursuant to stock
options exercisable within 60 days of May 1, 2000.
Includes 6,000 shares beneficially owned by Mr. Freeman pursuant to
debentures and 21,500 shares beneficially owned pursuant to stock
options exercisable within 60 days of May 1, 2000.
Includes 110,600 shares beneficially owned pursuant to stock options
exercisable within 60 days of May 1, 2000, and 112,000 shares
beneficially owned pursuant to debentures.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Mr. Robert L. Head, Jr., chairman of the board of directors of United,
is the owner of a construction company that United and two of its bank
subsidiaries hired during the course of the year to perform various construction
projects totaling approximately $1.1 million.
The banks have had, and expect to have in the future, banking
transactions in the ordinary course of business with directors and officers of
United and their associates, including corporations in which such officers or
directors are shareholders, directors, and/or officers, on the same terms
(including interest rates and collateral) as those prevailing at the time for
comparable transactions with unaffiliated third parties. Such transactions have
not involved more than the normal risk of collectability or presented other
unfavorable features.
5
SIGNATURES
Pursuant to the requirements of Section 13 or 15(a) of the Securities
Exchange Act of 1934, United has duly caused this Report on Form 10-K to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Blairsville, State of Georgia, on the 17th of May, 2000.
UNITED COMMUNITY BANKS, INC.
(REGISTRANT)
By: /s/ Jimmy C. Tallent
----------------------
Jimmy C. Tallent
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of United
in the capacities set forth and on the 17th day of May, 2000.
/s/ Jimmy C. Tallent
- ------------------------------------------------
Jimmy C. Tallent
President, Chief Executive Officer, and Director
(Principal Executive Officer)
*
- -------------------------------------------------
Christopher J. Bledsoe
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
*
- -------------------------------------------------
Patrick J. Rusnak
Vice President and Controller (Principal Accounting Officer)
- -------------------------------------------------
Robert L. Head, Jr.
Chairman of the Board
*
- -------------------------------------------------
Billy M. Decker
Director
*
- -------------------------------------------------
Thomas C. Gilliland
Director
*
- -------------------------------------------------
Charles Hill
Director
6
*
- -------------------------------------------------
Hoyt O. Holloway
Director
*
- -------------------------------------------------
P. Deral Horne
Director
*
- -------------------------------------------------
John R. Martin
Director
*
- -------------------------------------------------
Clarence William Mason, Sr.
Director
*
- -------------------------------------------------
Zell B. Miller
Director
*
- -------------------------------------------------
W. C. Nelson, Jr.
Director
*
- -------------------------------------------------
Charles E. Parks
Director
*
- -------------------------------------------------
Tim Wallis
Director
By: /s/ Jimmy C. Tallent By: /s/ Robert L. Head, Jr.
------------------------------ ------------------------------
Jimmy C. Tallent Robert L. Head, Jr.
as attorney-in-fact as attorney-in-fact