UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
SCHEDULE 13D
Under
THE SECURITIES EXCHANGE ACT OF 1934
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VALLEY FINANCIAL CORPORATION
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
919629105
(CUSIP Number)
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Mr. A. Wayne Lewis
Executive Vice President and Chief Operating Officer
Valley Financial Corporation
36 Church Ave., S.W.
Roanoke, VA 24011
(540) 342-2265
(Name, Address and Telephone
Number of Person Authorized to
Receive Notices and Communications)
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June 25, 1996
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
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Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting 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 information required on 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.
CUSIP No. 919629105
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(1) Name of Reporting Person.
S.S. or I.R.S. Identification Nos.
of Above Person
George W. Logan SS# ###-##-####
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(2) Check the Appropriate Box if a Member (a) [ ]
of a Group (See Instructions) (b) [X]
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(3) SEC Use Only
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(4) Source of Funds (See Instructions)
PF
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(5) Check if Disclosure of Legal Proceedings [ ]
is Required Pursuant to Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
United States
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Number of Shares (7) Sole Voting
Beneficially Owned Power 85,000 shares
by Each Reporting ----------------------------------------------
Person With
(8) Shared Voting
Power 0 shares
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(9) Sole Dispositive
Power 85,000 shares
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(10) Shared Dispositive
Power 0 shares
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(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 85,000 shares
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(12) Check if the Aggregate Amount in Row [ ]
(11) Excludes Certain Shares (See
Instructions)
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(13) Percent of Class Represented by Amount
in Row (11)
8.81%
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(14) Type of Reporting Person (See
Instructions)
IN
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ITEM 1. Security and Issuer
The class of securities to which this statement relates is Common
Stock, no par value, of Valley Financial Corporation ("VFC"), a corporation
organized under the laws of Virginia and registered under the Bank Holding
Company Act of 1956, as amended. VFC's address is 36 Church Ave., S.W.,
Roanoke, Virginia 24011. VFC's Common Stock is registered under Section 12(g)
of the Securities Exchange Act of 1934, effective June 25, 1996.
ITEM 2. Identity and Background
This statement is being filed by George W. Logan. Mr. Logan has been
Chairman of Warsaw Industrial Centers I, 310 First Street, S.W., Roanoke,
Virginia 24011, which is engaged in the development and leasing of state of
the art commercial distribution warehouses in Warsaw, Poland, since December
1992. Mr. Logan's residence address is 300 Pine Street, Salem, Virginia
24153. Mr. Logan is a citizen of the United States.
Mr. Logan has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
Further, Mr. Logan has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in Mr. Logan being subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
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ITEM 3. Source and Amount of Funds or Other Consideration
All shares of Common Stock of VFC beneficially owned by Mr. Logan were
acquired with Mr. Logan's personal funds. No part of the purchase price is
or has been represented by funds borrowed or otherwise obtained for the
purpose of holding, trading or voting the securities.
ITEM 4. Purpose of Transaction
The shares of Common Stock of VFC beneficially owned by Mr. Logan were
acquired pursuant to VFC's initial public offering, which closed on July 14,
1994, in open market transactions conducted since that date through Scott &
Stringfellow, Inc., a registered broker-dealer which is a market maker for
VFC Common Stock, and in one privately negotiated transaction described
below. Mr. Logan is Chairman of the Board of Directors of VFC and its wholly
owned subsidiary, Valley Bank, N.A., and such shares are being held for
investment purposes.
ITEM 5. Interest in Securities of the Issuer
(a) Mr. Logan is the beneficial owner of 85,000 shares of VFC Common
Stock, which represent approximately 8.81% of VFC's issued and outstanding
Common Stock.
(b) Mr. Logan has sole voting power and sole dispositive power with
respect to all such 85,000 shares of VFC Common Stock of which he is the
beneficial owner.
(c) Mr. Logan has had the following transactions in VFC Common Stock
during the past sixty days: (i) 11,000 shares purchased at $10.00 per share
on June 28, 1996; (ii) 1,000 shares purchased at $9.25 per share on June 24,
1996; (iii) 5,000 shares purchased at $9.50 per share on June 21, 1996;
(iv) 1,000 shares purchased at $9.8125 per share on May 22, 1996; and
(v) 2,000 shares purchased at $9.75 per share on May 8, 1996. All purchases
were made in the open market through Scott & Stringfellow, Inc., a registered
broker-dealer which is a market maker for VFC Common Stock, except for the
purchase of 11,000 shares on June 28, 1996, which was a privately negotiated
transaction.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
None.
ITEM 7. Material to Be Filed as Exhibits
None.
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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.
July 1, 1996
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(Date)
s/George W. Logan
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George W. Logan
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