UNIONBANCORP INC
SC 13G, 1996-10-10
NATIONAL COMMERCIAL BANKS
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                                  SCHEDULE 13G


                   UNDER THE SECURITIES EXCHANGE ACT OF 1934




                              UNIONBANCORP, INC.
- --------------------------------------------------------------------------------
                               (Name of Issuer)


                        Common Stock, $1.00 Par Value
- --------------------------------------------------------------------------------
                        (Title of Class of Securities)
                                      
                                      
                                  908908-106
           --------------------------------------------------------
                                (CUSIP Number)
                                      

Check the following box if a fee is being paid with this statement [x].  (A fee
is not required only if the filing 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).

*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 the
disclosures provided in a prior cover page.

The information required in 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).





SEC 1745 (2/92)                     1 of 6
<PAGE>   2
- --------------------                                           -----------------
CUSIP NO. 908908-106                  13G                      PAGE 2 OF 7 PAGES
- --------------------------------------------------------------------------------
  1     NAME OF REPORTING PERSON
        S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON


        UnionBank, Streator, Illinois 
      
- --------------------------------------------------------------------------------
  2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a)  [ ]
                                                                        (b)  [ ]

- --------------------------------------------------------------------------------
  3     SEC USE ONLY


- --------------------------------------------------------------------------------
  4     CITIZENSHIP OR PLACE OF ORGANIZATION

        Illinois state bank
- --------------------------------------------------------------------------------
                            5    SOLE VOTING POWER
                    
                                 9,000
       NUMBER OF          ------------------------------------------------------
        SHARES              6    SHARED VOTING POWER
     BENEFICIALLY                                   
       OWNED BY     
         EACH                    442,467  
       REPORTING          ------------------------------------------------------
        PERSON              7    SOLE DISPOSITIVE POWER
         WITH       
                                 9,000
                          ------------------------------------------------------
                            8    SHARED DISPOSITIVE POWER

                                 None
- --------------------------------------------------------------------------------
  9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        540,225
- --------------------------------------------------------------------------------
 10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


- --------------------------------------------------------------------------------
 11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

        13.1%
- --------------------------------------------------------------------------------
 12     TYPE OF REPORTING PERSON*

        BK
- --------------------------------------------------------------------------------


                                     2 of 6
<PAGE>   3
                      *SEE INSTRUCTION BEFORE FILLING OUT!

           STATEMENT CONTAINING INFORMATION REQUIRED BY SCHEDULE 13G

         This schedule 13G is being filed as a result of the Issuer's Common
         Stock being registered on Form 8-A with the Securities and Exchange
         Commission on September 30, 1996 (SEC File No. 1-12113) in connection
         with the Issuer's initial public offering.

ITEM 1.

      (a)     NAME OF ISSUER
      
              UnionBancorp, Inc.
      
      (b)     ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
      
              122 West Madison Street
              Ottawa, Illinois 61350
      
ITEM 2.

      (a)     NAME OF PERSON FILING
              UnionBank
      (b)     ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR IF NONE, RESIDENCE
              201 E. Main Street
              Streator, Illinois 61364
      (c)     CITIZENSHIP
              An Illinois state bank
      (d)     TITLE OF CLASS OF SECURITIES
              Common Stock, $1.00 par value
      (e)     CUSIP NUMBER
              908908-106
      
ITEM 3.  IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b),
         CHECK WHETHER THE PERSON FILING IS A:

      [ ]     (a)  BROKER OR DEALER REGISTERED UNDER SECTION 15 OF THE ACT.
      [x]     (b)  BANK, AS DEFINED IN SECTION 3(a)19 OF THE ACT.
      [ ]     (c)  INSURANCE COMPANY AS DEFINED IN SECTION 3(a)(19) OF THE ACT.
   
   
   
   
   
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         [ ]     (d)  INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF THE
                 INVESTMENT COMPANY ACT.  

         [ ]     (e)  INVESTMENT ADVISOR REGISTERED UNDER SECTION 203 OF THE 
                 INVESTMENT ADVISERS ACT OF 1940.  

         [ ]     (f)  EMPLOYEE BENEFIT PLAN, PENSION FUND WHICH IS SUBJECT TO 
                 THE PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT 
                 OF 1974 OR ENDOWMENT FUND; SEE SECTION 240.13d-1(b)(1)(II)(F).

         [ ]     (g)  PARENT HOLDING COMPANY, IN ACCORDANCE WITH SECTION 
                 240.13d-1(b)(ii)(G).

                 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b)(2), CHECK
                 THIS BOX [ ]

ITEM 4.  OWNERSHIP

         (a)     AMOUNT BENEFICIALLY OWNED

                 540,225(1)

         (b)     PERCENT OF CLASS

                 13.1%

         (c)     NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

                 (i)      SOLE POWER TO VOTE OR TO DIRECT THE VOTE

                          9,000

                 (ii)     SHARED POWER TO VOTE OR TO DIRECT THE VOTE

                          442,467

                 (iii)    SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

                          9,000

                 (iv)     SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
                          OF

                          None

INSTRUCTION: FOR COMPUTATIONS REGARDING SECURITIES WHICH RESPECT A RIGHT TO
ACQUIRE AN UNDERLYING SECURITY SEE RULE 13d-3(d)(1).





________________________

1   The amount of securities reported as beneficially owned consists of 540,225 
    shares of the Issuer's common stock for which the Reporting Person
    serves as sole or co-fiduciary with respect to trust and other 
    accounts. The Reporting Person disclaims beneficial ownership of all
    such shares and this report shall not be construed as an admission of
    beneficial ownership for the purposes of Section 13 or any other purpose.

                                    4 of 6
<PAGE>   5

ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

         Not applicable

ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

         The amount of securities reported as beneficially owned
         consists of  shares of the Issuer's common stock for which the
         Reporting Person  serves as sole or co-fiduciary with respect to
         trusts and other  accounts.  The Reporting Person is not aware of any
         person or group  of persons who own more than five percent of the
         Issuer's common stock and for whom the Reporting Person serves as sole
         or co-fiduciary, except that the Reporting Person is trustee over the
         Company's  Employee Stock Ownership Plan ("ESOP"), and in such capacity
         exercises sole  investment and voting control over 8,451 shares of the
         Issuer's  common stock held by the ESOP not yet allocated to
         individuals'  accounts, and exercises shared voting and no investment
         power over  442,467 shares which are allocated to individuals'
         accounts.

ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
         SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

         Not applicable

ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

         Not applicable

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP

         Not applicable

ITEM 10. CERTIFICATION

         By signing below I certify that to the best of my knowledge and
         belief, the securities referred to above were acquired in the ordinary
         course of business and were not acquired for the purpose of and
         do not have the effect of changing or influencing the control of the
         Issuer of such securities and were not acquired in connection with or
         as a participant in any transaction having such purpose or effect.





                                     5 of 6
<PAGE>   6
                                   SIGNATURE


         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

                                  October 7, 1996
                                  Date

                                  UnionBank, Streator, Illinois, an
                                  ---------------------------------------
                                  Illinois state bank


                         By:      /s/ R. Scott Grigsby
                                  ---------------------------------------
                                  R. Scott Grigsby, its Chief Executive Officer





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