ONE VALLEY BANCORP INC
SC 13G/A, 1998-01-30
STATE COMMERCIAL BANKS
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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.    12   )*
                                         ---------

                           ONE VALLEY BANCORP, 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 liabilities 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

- --------------------------------------------------------------------------------
                       5  SOLE VOTING POWER
 NUMBER OF
                                51,052
  SHARES              
                      ----------------------------------------------------------
                       6  SHARED VOTING POWER
BENEFICIALLY
                                1,354,653
  OWNED BY            ----------------------------------------------------------
                       7  SOLE DISPOSITIVE POWER
   EACH 
                                51,052
 REPORTING            ----------------------------------------------------------
                       8  SHARED DISPOSITIVE POWER
  PERSON 
                                1,354,653
   WITH
- --------------------------------------------------------------------------------
9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        1,405,705
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
        
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

        5.17%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*

        IN
- --------------------------------------------------------------------------------

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!

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

 One Valley Bancorp, 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:
 
             1,405,705
- --------------------------------------------------------------------

                                       3
<PAGE>
 
(b) Percent of Class:
 
               5.17%
- --------------------------------------------------------------------
 
(c) Number of shares as to which such person has:
         (i) sole power to vote or to direct the
         vote  51,052
              --------
         (ii) shared power to vote or to direct the
         vote  1,354,653
              -----------
         (iii) sole power to dispose or to direct the
         disposition of  51,052
                        --------
         (iv) shared power to dispose or to direct the
         disposition of  1,354,653
                        -----------

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:

         1,354,653 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.


         1-19-98
- --------------------------------------------------------------------------------
Date


   /s/ Norman B. Adams
- --------------------------------------------------------------------------------
Signature

                 Attorney in Fact for Charles C. Dickinson III


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

                                       5

<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:                                   [SEAL OF NOTARY PUBLIC]
                                                            [STATE OF TEXAS]
     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  /s/ Nan Rice            Deputy
                                   ------------------------





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