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Amendment to 424b4 Prospectus originally filed October 1, 1996
1,100,000 SHARES
UNIONBANCORP, INC.
COMMON STOCK
All of the shares of Common Stock, par value $1.00 per share (the "Common
Stock"), of UnionBancorp, Inc. (the "Company") being offered hereby (this
"Offering") are being sold by the Company. The Company, which is headquartered
in Ottawa, Illinois, had two subsidiary banks as of June 30, 1996, UnionBank,
with its main office located in Streator, Illinois, and UnionBank/Sandwich, with
its main office located in Sandwich, Illinois. In August, 1996, the Company
purchased Prairie Bancorp, Inc., a multi-bank holding company headquartered in
Princeton, Illinois, and its six bank subsidiaries. See "The Acquisitions --
Prairie Bancorp, Inc. -- Business." Immediately prior to the closing of this
Offering, the Company also expects to complete the purchase of Country
Bancshares, Inc., a bank holding company headquartered in Macomb, Illinois, and
its bank subsidiary, Omni Bank. See "The Acquisitions -- Country Bancshares,
Inc. -- Business." The proceeds of this Offering will be used to retire debt
that was incurred by the Company in connection with these acquisitions. See "Use
of Proceeds" and "The Acquisitions." At the request of the Company, the
Underwriter has reserved up to approximately 110,000 shares of Common Stock for
sale to directors, executive officers and other affiliates of the Company who
have expressed an interest in purchasing shares of Common Stock in this
Offering.
The Common Stock is currently quoted on the OTC Bulletin Board, and has
been approved for quotation on the Nasdaq National Market under the symbol
"UBCD" upon consummation of the Offering. As of September 30, 1996, the last per
share sale price for Common Stock quoted on the OTC Bulletin Board was $11.50.
See "Market for Common Stock and Dividends."
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS OR DEPOSIT
ACCOUNTS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
BANK INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.
SEE "RISK FACTORS" BEGINNING ON PAGE 16 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY EACH PROSPECTIVE INVESTOR.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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UNDERWRITING
PRICE TO DISCOUNT AND PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2)
<S> <C> <C> <C>
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Per Share.................. $11.50 $.805 $10.695
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Total(3)................... $12,650,000 $885,500 $11,764,500
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(1) The Company has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act"). See "Underwriting."
(2) Before deducting expenses of the Offering payable by the Company, estimated
at $425,000.
(3) The Company has granted the Underwriter a 30-day option to purchase up to
165,000 additional shares of Common Stock, on the same terms and conditions
as set forth above, solely to cover over-allotments, if any. See
"Underwriting." If the Underwriter exercises such option in full, the total
Price to Public, Underwriting Discount and Commissions and Proceeds to
Company will be $14,547,500, $1,018,325 and $13,529,175, respectively.
The shares of Common Stock are offered by the Underwriter when, as and if
received and accepted by it, subject to its right to reject orders in whole or
in part and subject to certain other conditions. It is expected that delivery of
the certificates for the shares of Common Stock will be made against payment
therefor in Chicago, Illinois, on or about October 4, 1996.
HOEFER & ARNETT
INCORPORATED
October 1, 1996
