<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
United Financial Banking Companies, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
910305200
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(CUSIP Number)
Jeffery T. Valcourt
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JNV Limited Partnership, II
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1001 North Highland Street, Suite 200, Arlington, VA 22201 (703) 243-8300
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 30, 1998
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(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 is 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).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 910305200 Page 2 OF 8 pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jeffery T. Valcourt
SS#:###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX 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
USA
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7 SOLE VOTING POWER
201,610
NUMBER OF
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
201,610
REPORTING
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
201,610
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.44% based upon outstanding shares of 807,590 as of 6/30/98 and includes
16,000 exercisable warrants to purchase common stock at a price of $7.50
which expire on 9/30/01 and held in the name of JNV Limited Partnership,
II added to the numerator and denominator and 1,200 Director options
pursuant to the Directors Plan added to the numerator and denominator and
includes 183,410 shares owned by JNV Limited Partnership, II.
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 910305200 Page 3 OF 8 pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JNV Limited Partnership, II
SS#: 54-18602872
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX 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
USA
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7 SOLE VOTING POWER
199,410
NUMBER OF
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
199,410
REPORTING
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH -0-
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
199,410
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.21% based upon outstanding shares of 807,590 as of 6/30/98 and includes
16,000 exercisable warrants to purchase common stock at a price of $7.50
which expire on 9/30/01 and held in the name of JNV Limited Partnership,
II added to the numerator and denominator.
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14 TYPE OF REPORTING PERSON*
PN
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<PAGE>
SCHEDULE 13D
CUSIP No. 910305200 Page 4 of 8 pages
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").
The principal executive office of the Issuer is located at 8399
Leesburg Pike, Vienna, Virginia 22182 and its telephone number is (703)734-0070.
Item 2. Identity and Background
(a) My name is Jeffery T. Valcourt.
(b) My business address is 1001 North Highland Street, Suite 200,
Arlington, Virginia 22201. My telephone number is (703) 243-8300.
(c) My principal occupation is CEO of a window washing company, and I
am the President of Valcourt Building Services, Inc. In January 1997, I was
elected Chairman of the Board of United Financial Banking Companies, Inc. I have
served as a Director of the Company since 1996.
(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 has been
borrowed, I purchased 1,000 shares of common stock of the Issuer for $1,250
pursuant to the Issuer's Confidential Private Placement Memorandum dated August
22, 1994.
Also, on December 30, 1994, with funds from a family limited
partnership, no part of which has been borrowed, JNV Limited Partnership
purchased 80,000 shares of the common stock of the Issuer for $100,000 pursuant
to the Issuer's aforementioned Item Confidential Private Placement Memorandum.
These shares are registered in the name of JNV Limited Partnership. I am the
general partner of the partnership with 2% ownership and a limited partner in
the partnership with 83% ownership.
On August 22, 1995, with funds from a family limited partnership, no
part of which has been borrowed, JNV Limited Partnership purchased 8,000 shares
of the common stock of the Issuer for $12,000, which purchase was made in the
open market at the then-market price of the shares.
On September 1, 1995, with funds from a family limited partnership, no
part of which has been borrowed, JNV Limited Partnership purchased 1,536 shares
of the common stock of the Issuer for $2,304, which purchase was made in the
open market at the then-market price of the shares.
<PAGE>
SCHEDULE 13D
CUSIP No. 910305200 Page 5 of 8 pages
On September 7, 1995, with funds from a family limited partnership, no part
of which has been borrowed, JNV Limited Partnership purchased 24,300 shares of
the common stock of the Issuer for $36,450, which purchase was made in the open
market at the then-market price of the shares.
On October 3, 1995, with funds from a family limited partnership, no part
of which has been borrowed, JNV Limited Partnership purchased 4,288 shares of
the common stock of the Issuer for $6,432, which purchase was made in the open
market at the then-market price of the shares.
On October 11, 1995, with funds from a family limited partnership, no part
of which has been borrowed, JNV Limited Partnership purchased 100,000 shares of
the common stock of the Issuer for $150,000, which purchase was made in the open
market at the then-market price of the shares.
On October 17, 1995, with funds from a family limited partnership, no part
of which was borrowed, JNV Limited Partnership purchased 5,514 shares of the
common stock of the Issuer for $8,271, which purchase was made in the open
market at the then-market price of the shares.
On January 5, 1996, with funds from a family limited partnership, no part
of which was borrowed, JNV Limited Partnership purchased 13,240 shares of the
common stock of the Issuer for $19,860, which purchase was made in the open
market at the then-market price of the shares.
On January 25, 1996, with funds from a family limited partnership, no part
of which was borrowed, JNV Limited Partnership purchased 1,500 shares of the
common stock of the Issuer for $2,250, which purchase was made in the open
market at the then market price of the shares.
On March 27, 1996, with funds from a family limited partnership, no part of
which was borrowed, JNV Limited Partnership purchased 2,822 shares of the common
stock of the Issuer for $4,233, which purchase was made in the open market at
the then-market price of the shares.
On May 15, 1996, with funds from a family limited partnership, no part of
which was borrowed, JNV Limited Partnership purchased 4,700 shares of the common
stock of the Issuer for $7,050, which purchase was made in the open market at
the then-market price of the shares.
On July 1, 1996, I received Director options to purchase 4,000 shares of
the Company's common stock and the additional approval to purchase 2,000 shares
on each July 1, 1997 and 1998.
On November 1, 1996, I received at a purchase price of $1.50 per share,
20,000 warrants to purchase 20,000 shares of common stock at $1 par value per
share issued by United Financial Banking Companies, Inc.
On November 26, 1996, with funds from a family limited partnership, no part
of which was borrowed, JNV Limited Partnership purchased 2,000 shares of the
common stock of the Issuer for $3,500, which purchase was made in the open
market at the then-market price of the shares.
On December 12, 1996, with funds from a family limited partnership, no part
of which was borrowed, JNV Limited Partnership purchased 2,000 shares of the
common stock of the Issuer for $3,000, which purchase was made in the open
market at the then-market price of the shares.
As of December 31, 1996, I had 400 shares of preferred stock, that is 10%
cumulative dividend mandatory redeemable stock by 9/30/01.
On January 7,1997, with funds from a family limited partnership, no part of
which was borrowed, JNV Limited Partnership purchased 1,500 shares of the common
stock of the Issuer for $3,000, which purchase was made in the open market at
the then-market price of the shares.
On January 15, 1997, I received, at a purchase price of $1.50 per share,
60,000 warrants to purchase 60,000 shares of common stock $1 par value per share
issued by United Financial Banking Companies, Inc.
<PAGE>
SCHEDULE 13D
CUSIP No. 910305200 Page 6 of 8 pages
On January 22,1997, with funds from a family limited partnership, no part
of which was borrowed, JNV Limited Partnership purchased 21,000 shares of the
common stock of the Issuer for $42,000, which purchase was made in the open
market at the then-market price of the shares.
On May 5, 1997, with funds from a family limited partnership, no part of
which was borrowed, JNV Limited Partnership purchased 8,000 shares of the common
stock of the Issuer for $12,000, which purchase was made in the open market at
the then-market price of the shares.
On May 23, 1997, with funds from a family limited partnership, no part of
which was borrowed, JNV Limited Partnership purchased 400 shares of the common
stock of the Issuer for $600, which purchase was made in the open market at the
then-market price of the shares.
On June 9, 1997, with funds from a family limited partnership, no part of
which was borrowed, JNV Limited Partnership purchased 2,000 shares of the common
stock of the Issuer for $3,000, which purchase was made in the open market at
the then-market price of the shares.
On June 9, 1997, with funds from a family limited partnership, no part of
which was borrowed, JNV Limited Partnership purchased 13 shares of the common
stock of the Issuer for $19.50, which purchase was made in the open market at
the then-market price of the shares.
On July 7, 1997, I sold 600 shares of the common stock of the Issuer for
$900, which sale was made in the open market at the then-market price of the
shares.
On July 11, 1997, I received approval from The Federal Reserve Bank in
Richmond to acquire up to 24.99% of the outstanding shares of United Financial
Banking Companies, Inc. (see letter attached)
On July 18, 1997, with personal funds no part of which was borrowed, I
purchased 2,400 shares of the common stock of the Issuer for $4,200, which
purchase was made in the open market at the then-market price of the shares.
On July 22, 1997, with personal funds no part of which was borrowed, I
purchased 20,000 shares of the common stock of the Issuer for $33,000, which
purchase was made in the open market at the then-market price of the shares.
On October 30, 1997, with personal funds no part of which was borrowed, I
purchased 1,500 shares of the common stock of the Issuer for $3,000, which
purchase was made in the open market at the then-market price of the shares.
On November 3, 1997, with personal funds no part of which was borrowed, I
purchased 2,000 shares of the common stock of the Issuer for $4,000, which
purchase was made in the open market at the then-market price of the shares.
On November 4, 1997, with personal funds no part of which was borrowed, I
purchased 1,500 shares of the common stock of the Issuer for $3,000, which
purchase was made in the open market at the then-market price of the shares.
On December 30, 1997, with personal funds no part of which was borrowed, I
purchased 1,326 shares of the common stock of the Issuer for $2,652, which
purchase was made in the open market at the then-market price of the shares.
As of December 31, 1997, the shareholders approved a 1-for-5 reverse stock
split. The Cusip number changed to 910305200 and the new outstanding shares
were 561,640.
On January 14, 1998, with personal funds no part of which was borrowed, I
purchased 415 shares of the common stock of the Issuer for $3,631.25, which
purchase was made in the open market at the then-market price of the shares.
On February 19, 1998, with personal funds no part of which was borrowed, I
purchased 51 shares of the common stock of the Issuer for $446.25, which
purchase was made in the open market at the then-market price of the shares.
On March 19, 1998, JNV Limited Partnership, II, of which I am the Managing
General Partner, received regulatory approval to acquire up to 24.99% (see
letter attached).
On March 20, 1998, I began transferring all but 1,000 shares to the new
partnership.
On May 21, 1998, with funds from a family limited partnership, no part of
which has been borrowed, JNV Limited Partnership, II purchased 6,400 shares of
the common stock of the Issuer for $60,800 which purchase was made in the open
market at the then-market price of the shares.
On May 27, 1998, with funds from a family limited partnership, no part of
which has been borrowed, JNV Limited Partnership, II purchased 157 shares of the
common stock of the Issuer for $1,491, which purchase was made in the open
market at the then-market price of the shares.
On May 31, 1998, with funds from a family limited partnership, no part of
which has been borrowed, JNV Limited Partnership, II purchased 36,600 shares of
the common stock of the Issuer for $320,250 pursuant to the Issuer's
Confidential Private Placement Memorandum dated March 1, 1998.
Also on May 31, 1998 I exchanged preferred shares with a total redeemable
value of $686,000 for 78,400 shares of the common stock stock of the Issuer
pursuant to the Issuer's aforementioned Item Confidential Private Placement
Memorandum.
There are no additional shares of common stock of the Issuer which I owned
before the above-described transaction.
<PAGE>
SCHEDULE 13D
CUSIP No. 910305200 Page 7 of 8 pages
Item 4. Purpose of Transaction
Subject to applicable legal requirements and the factors referred to
below, I presently intend to purchase from time to time in the open market or
privately negotiated transactions additional shares of Common Stock. In
determining whether to purchase additional shares of Common Stock and in
formulating any plan or proposal to acquire control of the Issuer, I intend to
consider various factors, including the Issuer's financial condition, business
and prospects, other developments concerning the Issuer, price levels of the
Common Stock, other opportunities available to me, developments with respect to
business and general economic, money and stock market conditions. In addition,
depending upon, among other things, the matters referred to above, I may
determine to dispose of all or a portion of my shares of Common Stock.
On July 11, 1997, I received approval from The Federal Reserve Bank in
Richmond to acquire up to 24.99% of the outstanding shares of United Financial
Banking Companies, Inc.
On March 19, 1998, JNV Limited Partnership, II of which I am the
Managing General Partner, received approval from The Federal Reserve Bank in
Richmond to acquire up to 24.99% of the outstanding shares of United Financial
Banking Companies, Inc.
Other than as indicated above, I have no present plans or proposals
which relate to or would result in any of the following (although I reserve the
right to develop such plans or proposals): I) the acquisition of additional
securities of the Issuer, or the disposition of securities of the Issuer; (ii)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or its subsidiaries; (iii) a sale or transfer
of a material amount of assets of the Issuer or any of its subsidiaries; (iv)
any change in the present Board of Directors or management of the Issuer,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the Issuer's Board of Directors; (v) any material
change in the present capitalization or dividend policy of the Issuer; (vi) any
other material change in the Issuer's charter or by-laws or other actions which
may impede the acquisition of control of the Issuer by any person; (vii) causing
a class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (viii) a class of equity
securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g) (4) of the Act; or (ix) any actions similar to any of
those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) As of June 30, 1998, I "beneficially owned" 201,610 shares of
common stock of the Issuer and this also includes 183,410 shares owned by JNV
Limited Partnership, II (shown in row 11 of page 2 hereof), including 16,000
warrants and 1,200 Director options.
As of June 30, 1998, JNV Limited Partnership, II "beneficially owned"
199,410 shares of common stock of the Issuer (shown in Row 11 of Page 3 hereof)
including 16,000 warrants.
The Issuer has advised me that, on June 30, 1998, there were 807,590
shares of common stock of the Issuer outstanding. Treating my 16,000 warrants
and 1,200 Director options as issued shares of common stock of the Issuer, then
on June 30, 1998, I would be regarded as "beneficially owning" 24.44% shares of
the common stock of the Issuer (see row 13 of page 2 hereof), 201,610 divided by
824,790.
The Issuer has advised me that, on June 30, 1998, there were 807,590
shares of common stock of the Issuer outstanding. Treating JNV Limited
Partnership, II warrants as issued shares of common stock of the Issuer, then on
June 30, 1998, JNV Limited Partnership, II would be regarded as "beneficially
owning" 24.21% shares of the common stock of the Issuer. (see Row 13 of page 3
hereof), 199,410 divided by 823,590.
(b) Of the 201,610 shares "beneficially owned" by me mentioned in (a)
previously, I had sole voting power and sole power to dispose of these shares
(see rows 7-10 of page 2 hereof).
Of the 199,410 shares "beneficially owned" by JNV Limited Partnership,
II, I as Managing General Partner, had sole voting power and sole power to
dispose of these shares (see Rows 7-10 of page 3 hereof).
(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 (see pages 4-6).
(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.
<PAGE>
SCHEDULE 13D
CUSIP No. 910305200 Page 8 of 8 pages
(e) This report does not relate to a reporting person ceasing to the
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, except for the terms of the
above-mentioned Confidential Private Placement Memorandums under which the
Issuer offered shares of its common stock to investors in 1994 and 1998(see Item
3, pages 4-6 hereof) and my appointment to the board of directors of the Issuer
in 1996 and appointment to the board of directors of The Business Bank, the
company's main subsidiary in 1995 and my election to become Chairman of the
Board of the Company in 1997.
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.
6/30/98 /s/ JEFFERY T. VALCOURT
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Date Jeffery T. Valcourt
JNV Limited Partnership, II
6/30/98 By: /s/ JEFFERY T. VALCOURT
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Date Jeffery T. Valcourt
Managing General Partner
