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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)*
UNIONBANCORP, INC.
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(Name of Issuer)
Common Stock, $1.00 par value per share
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(Title of Class of Securities)
908908106
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(CUSIP Number)
Patrick J. Bruks, 330 North Wabash Ave., Suite 2200, Chicago, IL 60611
(312) 840-7090
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
AUGUST 18, 2000
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7
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).
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CUSIP NO. 908908106
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
DENNIS J. MCDONNELL
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) _
(b) _
3. SEC Use Only........................................................
4. Source of Funds (See Instructions): PF (SEE ITEM 3)
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) _
6. Citizenship or Place of Organization: UNITED STATES
Number of 7. Sole Voting Power: 0
Shares
Beneficially
Owned by
Each
Reporting
Person With
8. Shared Voting Power: [454,388] (SEE ITEMS 2 AND 5)
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: [454,388] (SEE ITEMS 2 AND 5)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: [454,388](SEE ITEMS 2 AND 5)
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) _
13. Percent of Class Represented by Amount in Row (11): [11.47%]
(SEE ITEM 5)
14. Type of Reporting Person (See Instructions): IN (SEE ITEM 2)
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CUSIP No. 908908106
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
KATHLEEN A. MCDONNELL
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) _
(b) _
3. SEC Use Only........................................................
4. Source of Funds (See Instructions): PF (SEE ITEM 3)
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) _
6. Citizenship or Place of Organization: UNITED STATES
Number of 7. Sole Voting Power: 0
Shares
Beneficially
Owned by
Each
Reporting
Person With
8. Shared Voting Power: [454,388] (SEE ITEMS 2 AND 5)
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: [454,388] (SEE ITEMS 2 AND 5)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: [454,388] (SEE ITEMS 2 AND 5)
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) _
13. Percent of Class Represented by Amount in Row (11): [11.47%]
(SEE ITEM 5)
14. Type of Reporting Person (See Instructions): IN (SEE ITEM 2)
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CUSIP NO. 908908106
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
DENNIS J. MCDONNELL TRUST DATED AS OF MAY 9, 1991
IRS IDENTIFICATION NUMBER: ###-##-####
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) _
(b) _
3. SEC Use Only........................................................
4. Source of Funds (See Instructions): PF (SEE ITEM 3)
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) _
6. Citizenship or Place of Organization: ILLINOIS
Number of 7. Sole Voting Power: 0
Shares
Beneficially
Owned by
Each
Reporting
Person With
8. Shared Voting Power: [99,100] (SEE ITEMS 2 AND 5)
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: [99,100] (SEE ITEMS 2 AND 5)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: [454,388] (SEE ITEMS 2 AND 5)
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) _
13. Percent of Class Represented by Amount in Row (11): [11.47%]
(SEE ITEM 5)
14. Type of Reporting Person (See Instructions): OO
(SEE ITEM 2)
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ITEMS TO SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Amendment relates to the common stock, $1.00 par value per share (the
"Union Common Stock") of UnionBancorp, Inc., a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at 122
West Madison Street, Ottawa, Illinois 61350.
ITEM 2. IDENTITY AND BACKGROUND.
The undersigned, Dennis J. McDonnell ("DJM"), Kathleen A. McDonnell ("KAM") and
the Dennis J. McDonnell Trust dated as of May 9, 1991 (the "Trust") are,
collectively, the "Reporting Persons" and hereby file this Amendment. DJM and
KAM are husband and wife and jointly own 355,288 shares of Union Common Stock
and such interests have been previously reported by DJM and KAM in a prior
Schedule 13D filing dated October 8, 1996. The Trust owns 50,400 shares of Union
Common Stock which were reported by DJM, KAM and the Trust in a prior Schedule
13D filing dated August 4, 2000. The Trust also acquired an additional 48,700
shares of Union Common stock between August 7, 2000 and August 18, 2000 which
shares are the subject of this Amendment. DJM, as trustee of the Trust, has
voting and dispositive power over the shares of Union Common Stock purchased and
currently held by the Trust.
(a) Dennis J. McDonnell, Kathleen A. McDonnell and the Dennis J.
McDonnell Trust dated as of May 9, 1991.
(b) The address of DJM, KAM and the Trust is 815 Jackson Avenue, River
Forest, Illinois 60305.
(c) DJM and KAM are both retired and are not actively employed. DJM is a
director of the Company.
The principal business of the Trust is the acquisition of securities
and investments.
(d) Neither DJM, KAM nor the Trust has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanor).
(e) Neither DJM, KAM nor the Trust has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to 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) DJM and KAM are both citizens of the United States. The Trust was
organized under the laws of the State of Illinois.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The consideration used by the Reporting Persons to purchase the shares
of Union Common Stock subject to this Amendment came from the personal funds of
the Reporting Persons.
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ITEM 4. PURPOSE OF TRANSACTION.
The shares of Union Common Stock previously acquired by DJM and KAM are
held for investment purposes. The shares of Union Common Stock previously
acquired by the Trust are held for investment purposes and to facilitate the
estate planning needs of DJM. The shares of Union Common Stock subject to this
Amendment and acquired by the Trust at the direction of DJM were acquired for
investment purposes and to facilitate the estate planning needs of DJM.
Although the Reporting Persons have not formulated any definitive
plans, they may from time to time acquire, or dispose of, common stock and/or
other securities of the Company if and when they deem it appropriate. The
Reporting Persons may formulate other purposes, plans or proposals relating to
any of such securities of the Company to the extent deemed advisable in light of
market conditions, investment policies and other factors. Except as indicated in
this Amendment, the Reporting Persons have no current plans or proposals which
would relate to or would result in any of the matters described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OR ISSUER.
(a) Between August 7, 2000 and August 18, 2000, DJM caused the Trust to
purchase 48,700 shares of Union Common Stock at an average price of $10.09,
and which collectively, represent (1.23%) of the issued and outstanding
shares of Union Common Stock and which acquisition is the subject of this
Amendment. In addition, the Trust also owns 50,400 shares of the issued and
outstanding shares of Union Common Stock which was reported by it in a prior
Schedule 13D filing and which collectively represents 1.24% of the issued and
outstanding shares of Union Common Stock. In addition, DJM and KAM jointly
own 355,288 shares of the issued and outstanding shares of Union Common Stock
which was reported by them in a prior Schedule 13D filing and which
collectively represents 9% of the issued and outstanding shares of Union
Common Stock. In aggregate, the Reporting Persons own a total of 454,388
shares of Union Common Stock representing, collectively, 11.47% of the issued
and outstanding shares of Union Common Stock.
The number of shares of Union Common Stock beneficially owned by the Reporting
Persons and reported in this Amendment does not include 1,381 shares of the
Company's Convertible Preferred Stock owned jointly by DJM and KAM.
(b) Because of their joint ownership of 355,288 shares, DJM and KAM may
each be deemed to share voting and dispositive power with respect to
such 355,288 shares of Union Common Stock. In addition, because he is
the sole Trustee of the Trust, DJM and the Trust may each be deemed to
share voting and dispositive power with respect to the 99,100 shares of
Union Common Stock owned by the Trust, which includes the 48,700 shares
of Union Common stock which are the subject of this Amendment.
(c) The following is a description of transactions effectuated by the
Reporting Persons since the most recent Schedule 13D filing.
(a) The Trust on 8/7/00, purchased 4,000 shares of Union Common Stock for
$10.13 per share; (b) The Trust on 8/7/00, purchased 1,000 shares of
Union Common Stock for $10.25 per share; (c) The Trust on 8/10/00,
purchased 10,000 shares of Union Common Stock for $10.06 per share; (d)
The Trust on 8/10/00, purchased 10,000 shares of Union
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Common Stock for $10.13 per share; (e) The Trust on 8/14/00,
purchased 13,500 shares of Union Common Stock for $10.06 per share;
and (f) The Trust on 8/18/00, purchased 10,000 shares of Union
Common Stock for $10.06 per share;
All transactions were effectuated through Morgan Stanley Dean Witter in
open market transactions.
(d) DJM as Trustee of the Trust has power to direct the receipt of any
dividends of the shares of Union Common Stock held by the Trust.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Persons do not have any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Company, including but not limited to transfer or voting of
securities, finders fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the given or
withholding of proxies except for that certain Standstill Agreement, dated
August 6, 1996, between UnionBancorp, Inc. and Dennis J. McDonnell, a copy of
which was filed in connection with a prior Schedule 13D and incorporated herein
and the Dennis J. McDonnell Trust Agreement dated as of May 9, 1991.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A. Copy of an Agreement between Dennis J. McDonnell, Kathleen
A. McDonnell and the Dennis J. McDonnell Trust dated as of May
9, 1991 to file this Amendment on Schedule 13D on behalf of
each of them.
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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.
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<S> <C>
DATE: August 25, 2000 DENNIS J. McDONNELL
Chicago, Illinois
/s/ Dennis J. McDonnell
An Individual
DATE: August 25, 2000 KATHLEEN A. McDONNELL
Chicago, Illinois
/s/ Kathleen A. McDonnell
An Individual
DATE: August 25, 2000 DENNIS J. McDONNELL TRUST
Chicago, Illinois dated as of May 9, 1991
By: /s/ Dennis J. McDonnell
Title: Trustee
Name: Dennis J. McDonnell
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