ONE VALLEY BANCORP OF WEST VIRGINIA INC
SC 13G/A, 1995-02-08
STATE COMMERCIAL BANKS
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<PAGE>
 
                                                       OMB APPROVAL
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                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 SCHEDULE 13G

                  Under the Securities Exchange Act of 1934
                              
                             (Amendment No. 9)*

                  ONE VALLEY BANCORP OF WEST VIRGINIA, INC.
- --------------------------------------------------------------------------------
                               (Name of Issuer)

                                 COMMON STOCK
- --------------------------------------------------------------------------------
                        (Title of Class of Securities)

                                 682419 10 6
                             --------------------
                                (CUSIP Number)

Check the following box if a fee is being paid with this statement [__]. (A
fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less
of such class.) (See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liability of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
<PAGE>
 
CUSIP No. 682419 10 6             13G                        Page 2 of 5 Pages


1  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
        
        Charles C. Dickinson, III

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*            (a) [_]

                                                                (b) [_]

3  SEC USE ONLY


4  CITIZENSHIP OR PLACE OF ORGANIZATION
 
        United States of America
        
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH


        5  SOLE VOTING POWER
 
                  47,543

        6  SHARED VOTING POWER
 
                  866,980

        7  SOLE DISPOSITIVE POWER
 
                  47,543

        8  SHARED DISPOSITIVE POWER
 
                  866,980

9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
        914,523

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
        
                
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
        5.36%

12 TYPE OF REPORTING PERSON*
 
        IN

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!

                                       2
<PAGE>
 
Item 1(a).  Name of Issuer:

     One Valley Bancorp of West Virginia, Inc.
- ------------------------------------------------------------------

Item 1(b).  Address of Issuer's Principal Executive Offices:

     One Valley Square
- ------------------------------------------------------------------

     Charleston, West Virginia 25301
- ------------------------------------------------------------------

Item 2(a).  Name of Person Filing:

Charles C. Dickinson, III
- ------------------------------------------------------------------


Item 2(b).  Address of Principal Business Office or, if none,
      Residence:

  1111 City National Building
- ------------------------------------------------------------------

  Wichita Falls, Texas  76301
- ------------------------------------------------------------------

Item 2(c).  Citizenship:

       United States of America
- ------------------------------------------------------------------

Item 2(d).  Title of Class of Securities:

       Common Stock
- ------------------------------------------------------------------

Item 2(e).  CUSIP Number:

       682419 10 6
- ------------------------------------------------------------------

Item 3.    If this statement is filed pursuant to Rules 13d-1(b),  or 13d-2(b),
           check whether the person filing is a:

           (Not applicable)

Item 4.    Ownership.

           (a) Amount Beneficially Owned:

                  914,523
           ---------------------------------------

                                       3
<PAGE>
 
           (b) Percent of Class:
 
                 5.36%
           ---------------------------------------
 
           (c) Number of shares as to which such person has:
           (i) sole power to vote or to direct the
           vote  47,543
                -------
           (ii) shared power to vote or to direct the
           vote 866,980
                -------
           (iii) sole power to dispose or to direct the
           disposition of  47,543
                          -------
           (iv) shared power to dispose or to direct the
           disposition of  866,980
                          --------

Item 5.   Ownership of Five Percent or Less of a Class:

          (Not applicable)

Item 6.   Ownership of More than Five Percent on Behalf of Another Person:

          866,980 shares are held by Mr. Dickinson as co-trustee with Mary Price
          Ratrie and One Valley Bank, N.A. under various trusts.  Mr. Dickinson
          is entitled to receive 1/5 of the income from the trusts.  Other
          individuals are entitled to, in the aggregate, 4/5 of the income from
          these various trusts.  Also, Mr. Dickinson and these other individuals
          would be entitled, in extremely limited circumstances and in cases of
          financial need, to receive a distribution of principal from these
          trusts.  This has never occurred and it is highly unlikely that it
          will occur in the future.  No one of these other individuals, except
          for Mary Price Ratrie, has an interest which relates to 5% of the
          outstanding common stock of the Issuer.

Item 7.   Identification and Classification of the Subsidiary which Acquired the
          Security being Reported on by the Parent Holding Company:

          (Not applicable)

Item 8.   Identification and Classification of Members of the Group:

          (Not applicable)

                                       4
<PAGE>
 
Item 9.   Notice of Dissolution of Group:

          (Not applicable)

Item 10.  Certification.

          (Not applicable)

Signature:

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


1-30-95
- --------------------------------------------------------------------------------
Date


/s/ Norman B. Adams
- --------------------------------------------------------------------------------
Signature
                    Attorney in Fact for Charles C. Dickinson III


Norman B. Adams
- --------------------------------------------------------------------------------
Name/Title

                                       5
<PAGE>
 
                                 Exhibit Index

Exhibit No.                         Description
- -----------                         -----------
    24                       Power of Attorney

<PAGE>
 
                                                               Exhibit 24

VOL 29 PAGE 36

                                   DURABLE
                              POWER OF ATTORNEY
                              -----------------

STATE OF TEXAS     )
                        KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF WICHITA  )

    THAT I, CHARLES C. DICKINSON, III of Wichita County, Texas, have made,
constituted and appointed, and by these presents do make, constitute and appoint
Norman B. Adams, my true and lawful Agent and Attorney-in-Fact to do any
and every act, and exercise any and every power which I might or could do
or exercise through any other persons, and which he shall deem proper or
advisable and for my best interests intending hereby to vest in said agent
a full and universal power of attorney to do and perform for and in my behalf
all and every act of any kind whatsoever requisite and necessary to be done
by me, to all intents and purposes, and as fully as I might or could do
if I were personally present.

    Without restricting in any manner the extent of the complete and universal
powers and authorities which I intend to vest in said agent by the execution
of this instrument, the said agent is also granted authority to do and perform
the following:

(1) To act for and in my behalf with reference to my business in general
as well as with reference to all properties owned by me, whether personal
properties or real properties, and whether said properties are individually
owned by me, or are owned by me in common with other parties.

(2) To sell and convey, or mortgage properties owned by me or to sell or
assign stocks or bonds owned by me, and the authority to execute and deliver
to third parties any and all types of instruments pursuant to and necessary
for the consummation of the powers and authorities herein granted to said
agent.

(3) To execute in my behalf oil and gas leases, with or without pooling
provisions, assignments of oil and gas leases, assignments of overriding
royalty interests or production payment interests covering mineral or
leasehold properties owned by me or agreements authorizing the pooling
of said interests, on such terms and conditions as shall be deemed advisable
by my said agent as well as the authority to execute contracts and agreements
of any other nature in connection with said mineral or leasehold properties,
including the signing of pipeline division or transfer orders in connection
with same.

(4) To borrow monies and execute promissory notes for the benefit of same
in my behalf and to sign checks drawn on any accounts maintained by me in
any banking institutions, or to make withdrawals from any savings accounts
registered in my name, or to endorse checks payable to my order.
<PAGE>
 
                                                                VOL 29 PAGE 37

(5) To represent me before the United States Treasury Department in all
federal gift, or income tax matters for all years, and the authority to
sign and file returns relating to same, and with the additional right on
the part of my said agent to delegate this power and authority of
representation before the Treasury Department, or any branch thereof, to
any other person chosen for this purpose by my said agent.

(6) Without endeavoring to enumerate in detail the various powers and
authorities which I intend to grant hereby to my said agent, it is my intention
by the execution of this instrument to empower and authorize said agent
to do and perform in my behalf and without any restriction whatever each
and every act which I could take or perform myself with reference to my
properties and business affairs if I were personally present.

(7) The powers and authorities granted herein to my said agent shall not
terminate in the event of my incapacity or disability, in accordance with
the provisions of Section 36A of the Probate Code of the State of Texas.

    I further represent to any and all persons dealing with my said agent
named above that this power of attorney granted by me may be voluntarily
revoked by a revocation of same by me which I shall execute and enter of
record in the office of the County Clerk of the County of Wichita.

    This power of attorney is executed by me on this 25 day of November,
1987.


                                          /s/ Charles C. Dickinson, III
                                          ------------------------------
                                              CHARLES C. DICKINSON, III


                                                                VOL 29 PAGE 38

STATE OF TEXAS      )

COUNTY OF WICHITA   )

    BEFORE ME, the undersigned, a Notary Public, in and for said County,
Texas, on this day personally appeared Charles C. Dickinson, III known to
me to be the person whose name is subscribed to the foregoing instrument,
and acknowledged to me that he executed the same for the purposes and
consideration therein expressed.

    GIVEN UNDER MY HAND AND SEAL OF OFFICE this 25th day of November, 1987.

                                          /s/ Joy Fletcher
                                          ------------------------------
                                          Notary Public in and for
                                          State of Texas

My Commission Expires:
     5-13-89                              Joy Fletcher
- ----------------------                    -------------------------------
                                          Name of Notary
<PAGE>
 
STATE OF TEXAS     )
County of Wichita  )

I, VERNON CANNON, Clerk of the County Court of said County, do hereby certify
that the above instrument of writing with its certificate of authentication
was filed for record in my office on the date and time stamped thereon,
and duly recorded in the Power of Atty. record of said County in the Volume
                         --------------
and Pages stamped thereon.

  Witness my hand and the Seal of the County Court of said County, in my
office in Wichita Falls, Texas, the day and year last above written.

                                                VERNON CANNON
                               Clerk of the County Court, Wichita County, Texas
                               By              Nan Rice             Deputy
                                 -----------------------------------


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