UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
AMENDMENT NO. 3
SCHEDULE 13D
Under
THE SECURITIES EXCHANGE ACT OF 1934
_____________________________
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)
_____________________________
February 24, 1998
(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 1 8 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
- ------------------------------------------------------------------------
(1) Name of Reporting Person.
S.S. or I.R.S. Identification Nos. of Above Person
George W. Logan SS# ###-##-####
- ------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) [ ]
of a Group (See Instructions) (b) [X]
- ------------------------------------------------------------------------
(3) SEC Use Only
- ------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
PF
- ------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings [ ]
is Required Pursuant to Items 2(d) or 2(e)
- ------------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
- ------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 90,000 shares
by Each Reporting ------------------------------------
Person With (8) Shared Voting
Power 0 shares
------------------------------------
(9) Sole Dispositive
Power 90,000 shares
------------------------------------
(10) Shared Dispositive
Power 0 shares
- ------------------------------------------------------------------------
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(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 90,000 shares
- ------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row [ ]
(11) Excludes Certain Shares (See
Instructions)
- ------------------------------------------------------------------------
(13) Percent of Class Represented by Amount
in Row (11)
9.34%
- ------------------------------------------------------------------------
(14) Type of Reporting Person (See
Instructions)
IN
- ------------------------------------------------------------------------
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 is 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
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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. 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,
1995, in open market transactions conducted since that date through Scott &
Stringfellow, Inc., a registered broker-dealer which is a market maker for VEC
Common Stock, and in two privately negotiated transactions. 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 90,000 shares of VFC Common
Stock, which represent approximately 9.34% of VFC's issued and outstanding
Common Stock.
(b) Mr. Logan has sole voting power and sole dispositive power with
respect to all such 90,000 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) 600 shares purchased at $14.25 per share on
February 24, 1998; (ii) 500 shares purchased at $14.25 per share on February 27,
1998; and (iii) 2,900 shares purchased at $14.25 on February 27, 1998. All
three purchases were made in 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.
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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.
March 4, 1998
(Date)
/s/George W. Logan
------------------------------
George W. Logan
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