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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.
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(Name of Issuer)
Common Stock, $1.00 Par Value
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(Title of Class of Securities)
908908-106
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(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
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CUSIP NO. 908908 106 13G PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R. Scott Grigsby
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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5 SOLE VOTING POWER
NUMBER OF 721,207 **
SHARES -----------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 51,266
REPORTING -----------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
43,044
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8 SHARED DISPOSITIVE POWER
18,853
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
772,473 **
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.75% **
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
** Includes shares for which the Reporting Person, as President of
the Issuer, has sole voting power over certain matters pursuant to
Standstill Agreements between the Issuer and the individuals
identified in Item 6 of this Schedule. Does not include shares of the
Issuer's Common Stock which will be obtainable by the individuals
identified in Item 6 of this Schedule upon conversion of an aggregate
of 2,762.24 shares of the Issuer's Series A Preferred Stock held by
such individuals. The conversion ratio of such shares is partially a
function of the after-tax gain or loss realized upon the sale of
certain securities held by the Issuer, and is not ascertainable at this
time.
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
R. Scott Grigsby
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR IF NONE, RESIDENCE
122 West Madison Street
Ottawa, Illinois 61350
(c) CITIZENSHIP
U.S.
(d) TITLE OF CLASS OF SECURITIES
Common Stock, $1.00 par value
(e) CUSIP NUMBER
908908-106
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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.
[ ] (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.
[ ] (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
772,473
(b) PERCENT OF CLASS
18.75%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
721,207
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
51,266
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
43,044
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
18,853
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INSTRUCTION: FOR COMPUTATIONS REGARDING SECURITIES WHICH RESPECT A RIGHT TO
ACQUIRE AN UNDERLYING SECURITY SEE RULE 13D- 3(D)(1).
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
Of the shares included in this report, an aggregate of 710,576 of such
shares are beneficially owned in equal portions by Dennis J. McDonnell
and Wayne W. Whalen. The Reporting Person, as President of the Issuer,
has sole voting power over these securities with respect to certain
matters pursuant to a proxy granted to the Reporting Person by such
individuals in connection with Standstill Agreements entered into by
such individuals and the Issuer. The 710,576 shares subject to this
proxy represent 17.2% of the issued and outstanding Common Stock of the
Issuer as of the date of this report. The shares included do not
include shares of the Issuer's Common Stock which will be obtainable by
these individuals upon conversion of an aggregate of 2,762.24 shares of
the Issuer's Series A Preferred Stock held by such individuals. The
conversion ratio of such shares is partially a function of the
after-tax gain or loss realized upon the sale of certain securities
held by the Issuer, and is not ascertainable at this time.
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.
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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
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Date
/s/ R. Scott Grigsby
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R. Scott Grigsby
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