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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report: March 24, 1997
UNIONBANCORP, INC.
DELAWARE 0-28846 36-3145350
(State of Incorporation) (Commission File Number) (IRS Employee
Identification No.)
122 West Madison Street
Ottawa, Illinois 61350
(815) 433-7030
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March 24, 1997
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On March 20, 1997, the Registrant dismissed the firm of McGladrey & Pullen, LLP
(M&P) as independent certified public accountants of the Registrant.
The change in independent certified accountants was approved by the Board of
Directors.
M&P performed audits of the financial statements for the two years ended
December 31, 1996 and 1995. Their reports did not contain an adverse opinion or
a disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles.
During the two years ended December 31, 1996, and from December 31, 1996 through
the effective date of the M&P termination, there have been no disagreements
between the Registrant and M&P on any matter of accounting principles or
practice, financial statement disclosure, or auditing scope of procedure, which
disagreements would have caused M&P to make reference to the subject matter of
such disagreements in connection with its report.
During the two years ended December 31, 1996, and from December 31, 1996 until
the effective date of the dismissal of M&P, M&P did not advise the Registrant of
any of the following matters:
1. That the internal controls necessary for the Registrant to develop reliable
financial statements did not exist;
2. That the information had come to M&P's attention that had led it to no
longer be able to rely on management's representations, or that had made it
unwilling to be associated with the financial statements prepared by
management;
3. That there was a need to expand significantly the scope of the audit of the
Registrant, or that information had come to M&P's attention that if further
investigated: (i) may materially impact the fairness or reliability of
either a previously-issued audit report or underlying financial statements
or the financial statements issued or to be issued covering the fiscal
periods subsequent to the date of the most recent financial statements
covered
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by an audit report (including information that may prevent it from
rendering an unqualified audit report on those financial statements) or
(ii) may cause it be unwilling to rely on management's representation or be
associated with the Registrant's financial statements and that, due to its
dismissal, M&P did not so expand the scope of its audit or conduct such
further investigation;
4. That the information had come to M&P's attention that it had concluded
materially impacted the fairness or reliability of either: (i) a
previously-issued audit or the underlying financial statements or (ii) the
financial statements issued or to be issued covering the fiscal period
subsequent to the date of the most recent financial statements covered by
an audit report (including information that, unless resolved to the
accountants' satisfaction, would prevent it from rendering an unqualified
audit report on those financial statements), or that, due to its dismissal,
there were no such unresolved issues as of the date of its dismissal.
McGladrey and Pullen has furnished a letter to the SEC dated March 24, 1997,
stating that it agrees with the above statements and is attached hereto as
Exhibit 1.
On March 20, 1997, the Registrant engaged the firm of Crowe, Chizek and Company
LLP as independent certified accountants for the Registrant.
During the two years ended December 31, 1996, and from December 31, 1996 through
the engagement of Crowe, Chizek and Company LLP as the Registrant's independent
accountant, neither the Registrant nor anyone on its behalf had consulted Crowe,
Chizek and Company LLP with respect to any accounting or auditing issues
involving the Registrant. In particular, there were no discussions with the
Registrant regarding the application of accounting principles to a specified
transaction, the type of audit that might be rendered on the financial
statements, or any related item.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits
1. Letter of M&P dated March 24, 1997
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: March 24, 1997 UNIONBANCORP, INC.
By: /s/R. Scott Grigsby
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Mr. R. Scott Grigsby
Chairman, President & CEO
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[LETTERHEAD]
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
We were previously the independent accountants for UnionBancorp, Inc. and on
February 5, 1997 we reported on the consolidated financial statements of
UnionBancorp, Inc. as of December 31, 1996 and 1995, and for each of the three
years ended December 31, 1996. On March 20, 1997, we were dismissed as
independent accountants of UnionBancorp, Inc. We have read the statements
included under Item 4 of its Form 8-K dated March 24, 1997, and we agree with
such statements, except that we are not in a position to agree or disagree with
the Company's statements a) that the change was approved by the Board of
Directors and b) that the Company has appointed new independent accountants,
whom have not been previously consulted on audit or accounting issues involving
UnionBancorp, Inc.
/s/ McGladrey & Pullen, LLP
McGladrey & Pullen, LLP
Champaign, Illinois
March 24, 1997
