UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
United Financial Banking Companies, Inc.
(Name of Issuer)
Common stock
(Title of Class of Securities)
910305101
(CUSIP Number)
James K. Jeanblanc (202)296-2900
1730 M Street, N.W., Suite 400
Washington, D.C. 20036
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 1998 stock sales
(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 .
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.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
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 (however, see the Notes).
1. NAME OF REPORTING PERSON James K. Jeanblanc
S.S. OR IRS IDENTIFICATION NO.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b)
3. SEC USE ONLY
4. SOURCE OF FUNDS* PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) of 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7. SOLE VOTING POWER 50,000**
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER 50,000**
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000**
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
13. PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.81%, based upon outstanding shares of 561,640 as of March 31, 1998
and my 6,000 warrants outstanding but not exercised.
14. TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**Includes my warrants to purchase 6,000 shares of common
stock at $7.50 per share.
Below are my responses to the points and questions set forth
in the Special Instructions of Schedule 13D:
Item 1. Security and Issuer
The class of equity securities to which this statement relates
is the common stock of United Financial Banking Companies, Inc., a
Virginia corporation (the "Issuer").
At a Special Meeting of Stockholders of the Issuer held on
December 22, 1997, the stockholders approved an amendment to the
Articles of Incorporation of the Issuer effecting a one-for-five
reverse split of the outstanding shares of the Issuer's common
stock. The amendment became effective December 31, 1997 and each
five shares of common stock were combined and converted into one
share of common stock. Stockholders, including myself, are to
receive cash in lieu of any fractional shares resulting from the
reverse split after the Issuer effects sale of the fractional
shares. The Issuer has advised me that, as of March 31, 1998,
there were 561,640 common shares outstanding following the reverse
split (which total includes the unknown whole number of fractional
shares in the process of being sold). In this amendment, the
common shares of stock and the associated price have been restated
to reflect the one-for-five reverse split.
This statement also relates to warrants which I own, entitling
me to purchase shares of common stock of the Issuer at an exercise
price of $7.50 per share. These warrants expire on December 29,
1999. (See discussion in Item 3).
The principal executive officer of the Issuer is its President
and CEO, Harry C. Rauner, 8399 Leesburg Pike, Vienna, Virginia
22182. His telephone number is (703)734-0070.
Item 2. Identity and Background
(a) My name is James K. Jeanblanc.
(b) My business address is 1730 M Street, N.W., Suite 400,
Washington, D.C. 20036. My telephone number is (202)296-2900.
(c) My principal occupation is lawyer, and I am Tax Counsel
to the law firm of Grove, Jaskiewicz & Cobert at the above address.
(d) During the last five years, I have not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, I have not been a party to
any civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in 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.
(f) I am a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
On December 30, 1994, with my personal funds no part of which
was borrowed, I purchased 40,000 (post-split) shares of common
stock of the Issuer for $250,000.00 pursuant to the Issuer's
Confidential Private Placement Memorandum dated August 22, 1994.
Also, on December 30, 1994, with his own personal funds no
part of which was borrowed or provided by me, my father purchased
3,200 shares of the common stock of the Issuer for $20,000.00
pursuant to the Issuer's aforementioned Confidential Private
Placement Memorandum. He caused these shares to be registered in
his name and my name as joints tenants with right of survivorship.
The original Schedule 13D showed me as having shared voting power
and shared dispositive power over these shares.
Since that time and during the month of March 1998, my father
surrendered to the Issuer his stock certificate for these shares
(stated in terms of the old number of 16,000 pre-split shares) for
a new certificate to be issued and stated in terms of the new 3,200
post-split shares. Pursuant to the registration instructions
requested by the Issuer, my father asked that these shares be
registered in his name and my mother's name (rather than jointly in
his and my names) as joint tenants with right of survivorship.
As a result, I ceased to have shared voting power and shared
dispositive power with respect to these shares. This first
amendment to the original Schedule 13D reflects this change and
shows me without shared voting power and without shared dispositive
power over the shares (see rows 8 and 10, now blank).
On December 29, 1994, as a separate transaction and with my
personal funds no part of which was borrowed, I loaned $300,000.00
to the Issuer. This loan has since been repaid. As part of
this loan transaction, the Issuer issued warrants to me, which I
retain, to purchase 6,000 (post-split) shares of its common stock
on terms noted above (see Item 1).
There were 4,766.4 (post-split) additional shares of common
stock of the Issuer which I owned before December 30, 1994 and have
continued to own until the time of the aforementioned one-for-five
reverse split. With the exception of those shares received over the
years as stock dividends, all of these shares were purchased by me
in the open market from April 1988 through September 1993. They
were purchased at prices (adjusted for the reverse split) ranging
from $55 to $16-1/4 per share, using my personal funds no part of
which was borrowed.
As a result of the reverse split, the Issuer is in the process
of causing my fractional shares from these additional common shares
to be sold (that is, 0.6 fractional shares held in street-name by
one broker and 0.8 fractional shares held in street-name by another
broker). In addition, on March 3, 1998, I sold 765 of these
shares in the open market for $9.00 per share, less commissions.
As a result of these transactions, I retain 4,000 of the original
4,766.4 additional common shares of the Issuer. This first
amendment to the original Schedule 13D reflects this change,
showing me with these 4,000 shares (plus the above-mentioned 40,000
shares which I purchased on December 30, 1994 and 6,000 shares
which I may acquire pursuant to the above-mentioned warrants).
(See row 7, and rows 9 and 11, each row showing the total of 50,000
shares).
Finally, there were 273.8 (post-split) shares of common stock
of the Issuer, which I held as custodian for each of my two
children. With the exception of those shares received over the
years as stock dividends, all of these shares were purchased by me
in the open market from February 1986 through July 1992 as gifts to
my children, purchased at prices (adjusted for the reverse split)
ranging from $81.25 to $17.50 per share, using personal funds no
part of which was borrowed. As a result of the reverse split,
the Issuer is in the process of causing 0.8 fractional shares owned
by each of them to be sold. In addition, the remaining 273 shares
owned by each of them were sold on February 26, 1998 (and settled
March 3, 1998) at $9.00 per share, less commissions. As a result
of these transactions, I hold no shares of the Issuer as custodian
for my children. This amendment to the original Schedule 13D
reflects this change. (See row 12, now blank).
Item 4. Purpose of Transaction
The purpose of my aforesaid purchases of stock of the Issuer
was for investment, with no plan or proposal which related to or
would have resulted in --
(a) the acquisition by any person of additional securities of
the Issuer or disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as merger,
reorganization or liquidation, involving the Issuer or its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) any change in the present board of directors or
management of the Issuer, including any change in the number or
terms of the directors or to fill any existing vacancies on the
board, recognizing that the Issuer had its own plan which
anticipated my possible appointment or election to the board of
directors of the Issuer and possible appointment to an "advisory
board";
(e) any material change in the present capitalization or
dividend policy of the Issuer;
(f) any material change in the Issuer's present business or
corporate structure, recognizing that the Issuer had its own plan
to turn around its business and that of its subsidiaries;
(g) changes to the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition or control of the Issuer by any person;
(h) causing the common stock of the Issuer to be delisted
from a national securities exchange or to cease to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) As of March 31, 1998, I "beneficially owned" 50,000
shares of common stock of the Issuer (shown in row 11), including
my warrants to purchase 6,000 common shares.
The Issuer has advised me that, on March 31, 1998, there were
561,640 shares of common stock of the Issuer outstanding. Treating
my warrants to purchase 6,000 shares also as issued shares of
common stock of the Issuer, then on March 31, 1998 I would be
regarded as "beneficially owning" 8.81% of the shares of common
stock of the Issuer (see row 13), 50,000 divided by 567,640.
(b) Of the 50,000 shares "beneficially owned" by me mentioned
in (a) above, I had sole voting power and sole power to dispose of
all these shares (including the 6,000 shares that could by acquired
using the warrants). (See rows 7 - 10).
(c) The transactions subject to this report and herein
reported related to the common shares of the Issuer during the past
60 days are discussed in Item 3 hereof.
(d) No person is known by me to have the right to receive or
direct the receipt of dividends from, or proceeds from the sale of,
the common stock of the Issuer.
(e) This report does not relate to the reporting person
ceasing to be beneficial owner of more than five percent of the
common stock of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer
I have no contracts, arrangements, understandings or
relationships with respect to the common stock of the Issuer.
Item 7. Material to be Filed as Exhibits
I have no written agreements to be filed as exhibits relating
to joint acquisition statements, or written agreements, contracts,
arrangements, understandings, plans, or proposals relating to (1)
the borrowing of funds to finance the acquisition of the equity
securities disclosed in Item 3; (2) the acquisition of issuer
control, liquidation, sale of assets, merger, or change in business
or corporate structure or any other matter as disclosed in Item 4;
or (3) the transfer or voting of securities, finder's fees, joint
ventures, options, puts calls, guarantees of loans, guarantees
against loss or of profit, or giving or withholding of any proxy as
disclosed in Item 6.
Signature
After reasonable inquiry, I certify that to the best of my
knowledge and belief, the information set forth in this statement
is true, complete, and correct.
April 2, 1998 /s/
Date James K. Jeanblanc
