UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: April 29, 1999
VALLEY FINANCIAL CORPORATION
VIRGINIA 33-77568 54-1702380
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
36 Church Avenue, S.W.
Roanoke, Virginia 24011
(Address of principal executive offices)
(540) 342-2265
(Issuer's telephone number, including area code)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
Effective April 27, 1999 Valley Financial Corporation (the "Company")
engaged Larrowe & Company, PLC to audit the Company's financial statements for
the year ending December 31, 1999. Previously, KPMG LLP served as the Company's
independent auditors. The decision to change independent accountants was
approved by the Audit Committee of the Board of Directors pursuant to specific
delegation of authority from the full Board of Directors, and was based on
competitive factors.
There were no disagreements between the Company and KPMG LLP during the
last two fiscal years on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which, if not
resolved, would have caused KPMG LLP to make reference to the subject matter of
such disagreement in connection with its report.
As an amendment, we are including as Exhibit 16 the letter from KPMG LLP
acknowledging this notice.
SIGNATURES
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.
VALLEY FINANCIAL CORPORATION
Date: April 29, 1999 /s/ A. Wayne Lewis
----------------------------------------
A. Wayne Lewis, Executive Vice President
2
<PAGE>
May 3, 1999
Securities and Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
We were previously principal accountants for Valley Financial Corporation and,
under the date of January 22, 1999, we reported on the consolidated financial
statements of Valley Financial Corporation and subsidiary as of and for the
years ended December 31, 1998 and 1997. On April 27, 1999, our appointment as
principal accountants was terminated. We have read Valley Financial
Corporation's statements included under Item 4 of its Form 8-K dated April 29,
1999, and we agree with such statements, except that we are not in a position to
agree or disagree with Valley Financial Corporation's stated reason for changing
principal accountants and with Valley Financial Corporation's statement that the
change was approved by the Audit Committee of the Board of Directors pursuant to
specific delegation of authority from the full Board of Directors.
Very truly yours,
KPMG LLP
3
<PAGE>
