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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 23, 1999
VIRGINIA CAPITAL BANCSHARES, INC.
(Exact name of Registrant as specified in its Charter)
Virginia 0-25031 54-1913168
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(State or other) (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
400 George Street, Fredericksburg, Virginia 22404
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (540) 899-5500
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Item 4. Changes in Registrant's Certifying Accountant
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(a) Cherry, Bekaert & Holland, L.L.P. ("Cherry Bekaert") was previously
the principal accountants for Virginia Capital Bancshares, Inc. (the
"Company") since being organized by Fredericksburg Savings Bank (the
"Bank") in connection with the Bank's conversion from mutual to
stock form, which was consummated on December 23, 1998. On March 23,
1999, that firm's appointment as principal accountants was
terminated by the Company. The decision to change accountants was
approved by the board of directors. In connection with the audits of
the two fiscal years ended December 31, 1998 and the subsequent
period through March 23, 1999, there were no disagreements with
Cherry Bekaert on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures,
which disagreements if not resolved to their satisfaction would have
caused them to make reference to the subject matters of the
disagreements in connection with their opinion. In addition, such
financial statements contained no adverse opinion or a disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit
scope, or accounting principles. The Company requested that Cherry
Bekaert furnish the Company with a letter, as promptly as possible,
addressed to the Securities and Exchange Commission, stating whether
it agrees with the statements made in response to Item 304(a) of
Securities and Exchange Commission Regulation S-K in this Item 4,
and if not, stating the respects in which they do not agree. That
letter is filed as Exhibit 99.1 to this Report.
(b) On March 23, 1999, the Company engaged KPMG LLP as the Company's
principal accountants.
Item 7(c). Exhibits
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Exhibit 99.1 Letter from Cherry, Bekaert & Holland, L.L.P. regarding
its agreement with the disclosure provided under Item 4.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
VIRGINIA CAPITAL BANCSHARES, INC.
Date: March 30, 1999 By: /s/ Samuel C. Harding, Jr.
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Samuel C. Harding, Jr.
President
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EXHIBIT 99.1 ACCOUNTANT'S LETTER
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[LETTERHEAD OF CHERRY, BEKAERT & HOLLAND, L.L.C.]
March 29, 1999
Securities and Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
We were previously principal accountants for Virginia Capital Bancshares, Inc.
(the Company) and its wholly owned subsidiary, Fredericksburg Savings Bank, and
under date of January 21, 1999, we reported on the consolidated financial
statements of the Company as of December 31, 1997 and 1998 and for each of the
years in the three year period ended December 31, 1998. On March 23, 1999, our
appointment as principal accountants was terminated. We have read the Company's
statements included under Item 4 of its Form 8-K dated March 30, 1999, and we
agree with such statements, except that we are not in a position to agree or
disagree with the Company's statement that the determination to change the
Company's principal accounting firm was approved by the Board of Directors.
Very truly yours,
/s/ Cherry, Bekaert & Holland, L.L.C.
