SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K/A
(Amendment to Current Report on Form 8-K)
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Earliest Event Reported - February 24, 1999
FIRST VIRGINIA BANKS, INC.
(Exact name of registrant as specified in its charter)
Virginia 1 - 6580 54-0497561
(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
6400 Arlington Boulevard Falls Church Virginia 22042
(Address of principal executive offices) (Zip Code)
(703) 241-3656
(Registrant's telephone number, including area code)
Not Applicable
(Former name or address, if changed since last report)
The exhibit index as required by item 601(a) of Regulation S-K is
included on page 4 of this report.
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Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
On February 24, 1999, the Audit Committee of First Virginia
Banks, Inc. ("First Virginia") approved, and First Virginia's
Board of Directors ratified, the appointment of the accounting
firm KPMG LLP as independent accountants for the year ending
December 31, 1999 to replace Ernst & Young LLP ("E&Y"), who
were dismissed as the independent accountants effective with such
appointment.
The reports of E&Y on First Virginia's consolidated
financial statements for the years ending December 31, 1998 and
1997 did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles. In connection with the
audits of First Virginia's consolidated financial statements for
the two years ended December 31, 1998 and through February 24,
1999, there have been no disagreements between First Virginia and
E&Y on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope and procedures
which, if not resolved to the satisfaction of E&Y, would have
caused them to make reference thereto in their report on the
financial statements for such years. In addition, there were no
reportable events (as defined in SEC Regulation S-K, Item
304(a)(1)(v)) during the two years ending December 31, 1998 and
through February 24, 1999.
First Virginia requested from E&Y a letter addressed to the
Securities and Exchange Commission stating that E&Y agrees with
the statements set forth above in connection with this filing.
A copy of E&Y's letter dated March 4, 1999 is attached as
Exhibit 16 to this filing.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Description of Exhibit
16 Letter Regarding Change in Certifying
Accountant.
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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 hereunto duly authorized.
FIRST VIRGINIA BANKS, INC.
(Registrant)
Date: March 5, 1999 By: /s/ Richard F. Bowman
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Richard F. Bowman, Senior Vice
President and Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit Description of Exhibit Page
16 Letter Regarding Change in 5
Certifying Accountant
<PAGE>
EXHIBIT 16
March 4, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated March 3, 1999 of First Virginia
Banks, Inc. and are in agreement with the statements contained in the
second paragraph on page 2 therein. We have no basis to agree or disagree
with other statements of the registrant contained therein.
/s/ Ernst & Young LLP
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