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):
November 21, 1995
PIEDMONT BANKGROUP INCORPORATED
_________________________________________________________________
(Exact name of as specified in charter)
Virginia 0-8622 54-1046817
________ ______ __________
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
P. O. Box 4751, Martinsville, Virginia 24115
________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 540-632-2972
PIEDMONT BANKGROUP INCORPORATED
AND SUBSIDIARIES
Item 4. Change in Registrant's Certifying Accountants
---------------------------------------------
On November 21, 1995, Registrant's Board of Directors approved
the appointment of Coopers & Lybrand L.L.P., Certified Public
Accountants, as the Registrant's independent public accountants
for fiscal 1995. Coopers & Lybrand L.L.P. will replace KPMG Peat
Marwick LLP which has served as the Registrant's independent
public accountants since 1984.
The dismissal of KPMG Peat Marwick LLP and the appointment of
Coopers & Lybrand L.L.P. was initiated by the Registrant and
recommended to the Board of Directors by the Audit Committee.
The Board of Directors approved the recommendation for the change
on that date.
During the Registrant's two most recent fiscal years, and through
November 21, 1995, there have not been any disagreements with
KPMG Peat Marwick LLP, on any matter of accounting principles or
practices, financial statement disclosures or auditing scope or
procedure which, if not resolved to such firm's satisfaction,
would have caused it to make reference to the subject matter of
such disagreement in connection with the report. During that
period, reports by KPMG Peat Marwick LLP on the Registrant's
financial statements have not contained an adverse opinion or a
disclaimer of opinion, nor have they been qualified or modified
as to uncertainty, audit scope or accounting principles, except
that their report included an explanatory paragraph relating to
changing certain accounting methods through the adoption of new
Statements of Financial Accounting Standards as follows:
"As discussed in Notes 1 and 3 to the consolidated financial
statements, BankGroup adopted the provisions of Statements of
Financial Accounting Standards (SFAS) No. 115, "Accounting for
Certain Investments in Debt and Equity Securities," on January 1,
1994. As discussed in Notes 1 and 5 to the consolidated
financial statements, BankGroup adopted the provisions of SFAS
No. 114, "Accounting by Creditors for Impairment of a Loan," as
subsequently amended by SFAS No. 118, "Accounting by Creditors
for Impairment of a Loan - Income Recognition and Disclosures,"
on January 1, 1994. As discussed in Notes 1 and 8 to the
consolidated financial statements. BankGroup adopted the
provisions of SFAS No. 109, "Accounting for Income Taxes," on
January 1, 1993. As discussed in Notes 1 and 11 to the
consolidated financial statements, BankGroup adopted the
provisions of SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," on January 1,
1993."
None of the kinds of events listed in paragraphs (A) through (D)
of Item 304(a)(1)(v) of Regulation S-K occurred during the
Registrant's two most recent fiscal years and through November
21, 1995.
KPMG Peat Marwick LLP has furnished Registrant a letter dated
November 28, 1995 addressed to the Securities and Exchange
Commission stating that it agrees with the statements above. A
copy of this letter is filed as an exhibit to this Report on Form
8-K.
Item 7. Financial Statements and Exhibits
---------------------------------
(a.) Not applicable
(b.) Not applicable
(c.) Exhibits
Exhibit 16 - Letter from KPMG Peat Marwick LLP to
Securities and Exchange Commission
Exhibit 16a - Letter from KPMG Peat Marwick LLP to
Registrant.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the
Securities and Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) PIEDMONT BANKGROUP INCORPORATED
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By: JAMES E. ADAMS
-------------------------------
James E. Adams, Senior Vice
President, Treasurer, Chief
Financial Officer
Date: November 29, 1995
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Exhibit Schedule
Exhibit Number
Pursuant to Regulation S-K Description of Exhibit
- - -------------------------- ------------------------
16 Letter from KPMG Peat Marwick
LLP to Securities and Exchange
Commission
16a Letter from KMPG Peat Marwick LLP
to Registrant
Securities and Exchange Commission
Washington, D.C. 20549
November 28, 1995
Ladies and Gentlemen:
We were previously principal accountants for Piedmont BankGroup
Incorporated and, under the date of January 20, 1995, except as
to Note 21 which is as of February 28, 1995, we reported on the
consolidated financial statements of Piedmont BankGroup
Incorporated and subsidiaries as of and for the years ended
December 31, 1994 and 1993. On November 21, 1995, our
appointment as principal accountants was terminated. We have
read Piedmont BankGroup Incorporated's statements included under
Item 4 of its Form 8-K dated November 21, 1995, and we agree with
such statements, except that we are not in a position to agree or
disagree with Piedmont BankGroup Incorporated's statements that
the dismissal of KPMG Peat Marwick LLP and the appointment of
Coopers and Lybrand L.L.P. was recommended to the Board of
Directors by the Audit Committee and the Board of Directors
approved the recommendation for the change.
Very truly yours,
KPMG Peat Marwick LLP
Mr. James E. Adams
Senior Vice-President, Chief Financial Officer
and Treasurer
Piedmont BankGroup Incorporated
P. O. Box 4751
Martinsville, Virginia 24115
November 28,1995
Dear Mr. Adams:
This is to confirm that the client-auditor relationship between
Piedmont BankGroup Incorporated and KPMG Peat Marwick LLP has
ceased.
Very truly yours,
KPMG Peat Marwick LLP
cc: Chief Accountant
Securities and Exchange Commission
