Form 12b-25
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form N-SAR
For Period Ended: June 30, 1996
[] Transition Report on Form 10-K
[] Transition Report on Form 20-F
[] Transition Report on Form 11-K
[] Transition Report on Form 10-Q
[] Transition Report on Form N-SAR
For the Transition Period Ended: N/A
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: N/A
Part I -- Registrant Information
Full Name of Registrant James River Bankshares, Inc.
Former Name if Applicable
N/A
Address of Principal Executive Office (Street and Number)
101 East Washington Street, Suffolk, Virginia 23434
City, State and Zip Code
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Part II -- Rules 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if applicable) [X]
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
Part III -- Narrative
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof could not be filed within the
prescribed time period.
In December of 1995, the Company engaged new independent public
accountants, Goodman & Company, L.L.P. ("Goodman & Company"), as reported by the
Company in a Report on Form 8-K and Form 8-K/A filed with the Securities and
Exchange Commission in March and April of 1996, respectively. Since its
engagement, Goodman & Company has undertaken an extensive review of the
Company's accounting policies. On August 12, 1996, Goodman & Company informed
management that certain errors existed in the Company's cash flow statement
related to presentation of proceeds from sales of securities, proceeds from
maturities and calls of securities, and purchases of securities. These errors
will require the Company to prepare a new cash flow statement for the Form 10-Q
for the first quarter of 1996 and to revise its cash flow statement for the Form
10-Q for the second quarter of 1996. The Company will not be able to prepare
these new cash flow statements and incorporate them into an amended first
quarter Form 10-Q and a second quarter Form 10-Q by August 14, 1996, the due
date of the second quarter 10-Q, without unreasonable effort and expense.
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Part IV -- Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Glenn T. McCall (757) 834-2222
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d)
of the Securities Exchange Act of 1934 or section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[ ] Yes [X] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
James River Bankshares, Inc.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date August 14, 1996 By /s/ Glenn T. McCall
Name Glenn T. McCall
Title Sr. Vice President/
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of registrant or by
any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
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