UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
----------------------------
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 [X]. (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
W. Jackson Burrows 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 32,000 shares
by Each Reporting ----------------------------------------------
Person With
(8) Shared Voting
Power 19,500 shares
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(9) Sole Dispositive
Power 32,000 shares
----------------------------------------------
(10) Shared Dispositive
Power 19,500 shares
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(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 51,500 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)
5.34%
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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 W. Jackson Burrows. Mr. Burrows is
Vice President of Virginia Construction Supply, 2010 Apperson Drive, Salem,
Virginia 24153, a distributor of construction products to commercial and
highway contractors. Mr. Burrows' residence address is 325 Willow Oak Drive,
Roanoke, Virginia 24014. Mr. Burrows is a citizen of the United States.
Mr. Burrows has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
Further, Mr. Burrows 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. Burrows 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.
ITEM 3. Source and Amount of Funds or Other Consideration
All shares of Common Stock of VFC beneficially owned by Mr. Burrows
were acquired with 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.
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ITEM 4. Purpose of Transaction
All shares of Common Stock of VFC beneficially owned by Mr. Burrows
were acquired pursuant to VFC's initial public offering, which closed on July
14, 1994, and 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. Mr. Burrows is a Director 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. Burrows is the beneficial owner of 51,500 shares of VFC
Common Stock, which represent approximately 5.34% of VFC's issued and
outstanding Common Stock.
(b) Mr. Burrows has sole voting power and sole dispositive power with
respect to 32,000 shares of VFC Common Stock of which he is the beneficial
owner. Mr. Burrows has shared voting power and shared dispositive power with
respect to 19,500 shares of VFC Common Stock held by various members of his
immediate family.
(c) Mr. Burrows has had the following transactions in VFC Common
Stock during the past sixty days: 3,000 shares purchased on June 25, 1996
and 2,000 shares purchased on June 26, 1996, all at $8.75 per share and in
the name of Mr. Burrows' spouse. All such purchases were made on the open
market through Scott & Stringfellow, Inc., a registered broker-dealer which
is a market maker for VFC Common Stock.
(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 2, 1996
-----------------------------------
(Date)
s/W. Jackson Burrows
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W. Jackson Burrows
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