SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________ FORM 10-K Amendment No. 1 /x/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 1997 / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to _____________ 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 or Identification No.) organization) 59 Highway 515, P.O. Box 398, Blairsville, Georgia 30512 ------------------------------------------- (Address of principal (Zip Code) executive offices) 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 (which for purposes hereof are all holders other than executive officers and directors) of the Registrant as of March 17, 1998: $153,602,490 (based on 5,120,083 shares at $30 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 March 17, 1998, 7,646,209 shares of Common Stock were issued and outstanding, par value $1.00 per share, including 140,000 shares deemed outstanding pursuant to 2006 Debentures and presently exercisable options to acquire 121,604 shares. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's annual report to shareholders for the fiscal year ended December 31, 1997, contained in Appendix A to the Registrant's definitive Proxy Statement for the 1998 Annual Meeting of Shareholders, to be filed with the Commission, are incorporated by reference into Parts I and II. Portions of the Registrant's definitive Proxy Statement for the 1998 Annual Meeting of Shareholders, to be filed with the Commission, are incorporated into Part III. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. 3. Exhibits. -------- The following exhibits are required to be filed with this Report on Form 10-K by Item 601 of Regulation S-K: 27.1 - Amended Financial Data Schedule. 27.2 - Restated Financial Data Schedule (1996) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, United has duly caused this Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blairsville, State of Georgia, on the 24th of March, 1998. UNITED COMMUNITY BANKS, INC. (Registrant) By: /s/ Christopher J. Bledsoe Title: Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 27.1 Amended Financial Data Schedule for the year ended December 31, 1997 27.2 Restated Financial Data Schedule for the year ended December 31, 1996