<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
Mark One
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
[ ] 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: 000-24899
UB&T FINANCIAL SERVICES CORPORATION
(Exact name of small business issuer as specified in its charter)
Georgia 58-2378257
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification)
129 East Elm Street, Rockmart, Georgia 30153
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: 770-684-8888
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock,
$5.00 par value per share
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
---- ----
Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained in this form, 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-KSB or any amendment to
this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year: $3,878,000
The aggregate market value of the common equity held by non-affiliates computed
by reference to the price at which the common equity was sold, or the average
bid and ask price of such common equity, as of a specified date within the past
60 days: $4,370,448 at March 15, 1999 based on private trades at $16.00 per
share, although there is no established trading market.
There were 426,370 shares of Registrant's common stock outstanding at March 15,
1999.
Documents Incorporated By Reference: Portions of Registrant's 1998 Annual Report
to Shareholders are incorporated by reference into Part II of this Report and
portion's of Registrant's definitive Proxy Statement for its 1999 Annual Meeting
of Shareholders are incorporated by reference into Part III of this Report.
Transitional Small Business Disclosure Format (check one): Yes No X
---- ----
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized.
UB&T FINANCIAL SERVICES CORPORATION
Date: March 25, 1999 By: /s/ Sumter R. Nelson
-------------------------------
Sumter R. Nelson, President
In accordance with the Exchange Act, this Report has been signed below by the
following persons on behalf of the Registrant and in the capacities indicated on
the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Sumter R. Nelson
- ------------------------- President and Director March 25, 1999
Sumter R. Nelson (Principal Executive Officer
/s/ Melissa Y. Deems
- ------------------------- Senior Vice President and Chief Financial March 25, 1999
Melissa Y. Deems Officer (Principal Financial and
Accounting Officer
/s/ Bruce B. Albea
- ------------------------- Director March 25, 1999
Bruce B. Albea
/s/ Lee Cummings
- ------------------------- Director March 25, 1999
Lee Cummings
/s/ Dan Forsyth
- ------------------------- Director March 25, 1999
Dan Forsyth
/s/ William D. Heath, Jr.
- ------------------------- Director March 25, 1999
William D. Heath, Jr.
/s/ J. W. LeGrande
- ------------------------- Director March 25, 1999
J. W. LeGrande
/s/ James L. Lester
- ------------------------- Director March 25, 1999
James L. Lester
/s/ William L. Lundy, Jr.
- ------------------------- Director March 25, 1999
William L. Lundy, Jr.
/s/ Elmo Peppers
- ------------------------- Director March 25, 1999
Elmo Peppers
/s/ William Frank Shelley
- ------------------------- Director March 25, 1999
William Frank Shelley
/s/ Daniel B. Simon, III
- ------------------------- Director March 25, 1999
Daniel B. Simon, III
</TABLE>
28
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
United Bank and Trust Company:
We have audited the accompanying balance sheet of United Bank and Trust Company
(the Company) as of December 31, 1997, and the related statements of income,
comprehensive income, shareholders' equity, and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
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 consolidated financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the over all financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of United Bank and Trust Company
as of December 31, 1997, and the results of its operations and its cash flows
for the year then ended in conformity with generally accepted accounting
principles.
KPMG LLP
Atlanta, Georgia
February 20, 1998
