UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED) FEBRUARY 18, 2000
UNIONBANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-28846 36-3145350
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
122 West Madison Street, Ottawa, IL 61350
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(Address of principal executive offices) (Zip Code)
(815) 433-7030
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Registrant's telephone number, including area code
N.A.
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(Former name and address, if changed since last report)
EXHIBIT INDEX IS ON PAGE 5
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UNIONBANCORP, INC.
FORM 8-K
February 18, 2000
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ITEM 5. OTHER EVENTS
On February 8, 2000, UnionBancorp, Inc., announced that R. Scott Grigsby
resigned as Chairman of the Board and Chief Executive Officer of the Company.
Mr. Grigsby also resigned all other directorships, offices and positions he held
with the Company's subsidiaries.
On February 14, 2000, the Company announced that John A. Trainor was named as
the new Chairman of the Board. Mr. Trainor has been a Director of the Company
since 1985.
Reference is made to two press releases, dated February 8, 2000 and one dated
February 14, 2000, copies of which are filed as Exhibits 99.1 and 99.2 to this
Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) and (b) Not Applicable
(c) Exhibit Index is located on Page 5 of this Report on Form 8-K.
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UNIONBANCORP, INC.
FORM 8-K
February 18, 2000
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The following Items are not applicable for this Form 8-K:
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
ITEM 8. CHANGE IN FISCAL YEAR
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
3
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UNIONBANCORP, INC.
FORM 8-K
February 18, 2000
================================================================================
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UNIONBANCORP, INC.
(Registrant)
Date: February 18, 2000 /s/ CHARLES J. GRAKO
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Charles J. Grako
President and
Chief Financial Officer
4
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UNIONBANCORP, INC.
FORM 8-K
February 18, 2000
================================================================================
EXHIBIT INDEX
Exhibit Page Number
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Exhibit 99.1 Press release issued by UnionBancorp, Inc. 6
dated February 8, 2000.
Exhibit 99.2 Press release issued by UnionBancorp, Inc. 7
dated February 14, 2000.
5
EXHIBIT 99.1
PRESS RELEASE
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UNIONBANCORP, INC.
OTTAWA, ILLINOIS
FOR IMMEDIATE RELEASE
UNIONBANCORP, INC. ANNOUNCES RESIGNATION OF CHAIRMAN & CEO
----------------------------------------------------------
(OTTAWA, ILLINOIS, FEBRUARY 8, 2000) UnionBancorp, Inc. (NASDAQ SYMBOL
UBCD), Ottawa, Illinois, announced today that R. Scott Grigsby resigned as
Chairman of the Board and Chief Executive Officer of the Company, effective
immediately. Mr. Grigsby also resigned all other directorships, offices and
positions he held with the Company's subsidiaries.
Mr. Richard Berry, one of the Board's senior outside directors said,
"The day-to-day affairs of the Company will be directed by its President, Mr.
Charles J. Grako, and senior-level management. They will in turn work closely
with the Board's executive committee. Mr. Berry said, "We are confident that the
management team will work together well to achieve increased profitability and
operating efficiencies while still looking for opportunities to expand the
Company's products, services and locations."
Mr. Grako said, "On behalf of everyone in the Company, including the
Board, we thank Scott for over seventeen years of service to UnionBancorp.
Together with senior management and the Board of Directors, we will focus on the
Company's enormous strengths. We have a healthy core business, excellent
customer relations, and talented and experienced management who are committed to
the Company achieving its earnings and other objectives."
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UNIONBANCORP, INC. IS A REGIONAL FINANCIAL SERVICES COMPANY BASED IN
OTTAWA, ILLINOIS. UNIONBANCORP DEVOTES SPECIAL ATTENTION TO PERSONAL SERVICE AND
OFFERS THE LOCAL APPEAL OF A COMMUNITY BANK AT EACH OF ITS LOCATIONS. THE
COMPANY'S MARKET AREA EXTENDS FROM THE FAR WESTERN SUBURBS OF THE CHICAGO
METROPOLITAN AREA ACROSS CENTRAL AND NORTHERN ILLINOIS TO THE MISSISSIPPI RIVER
IN WESTERN ILLINOIS.
THIS RELEASE MAY CONTAIN "FORWARD-LOOKING" STATEMENTS. FORWARD-LOOKING
STATEMENTS ARE IDENTIFIABLE BY THE INCLUSION OF SUCH QUALIFICATIONS AS
"EXPECTS", "INTENDS", "BELIEVES", "MAY", "LIKELY" OR OTHER INDICATIONS THAT THE
PARTICULAR STATEMENTS ARE NOT BASED UPON FACTS BUT ARE RATHER BASED UPON THE
COMPANY'S BELIEFS AS OF THE DATE OF THE RELEASE. ACTUAL EVENTS AND RESULTS MAY
DIFFER SIGNIFICANTLY FROM THOSE DESCRIBED IN SUCH FORWARD-LOOKING STATEMENTS.
CONTACT: Charles J. Grako
President & Chief Financial Officer
UnionBancorp, Inc.
Ph. (815) 433-7030
Ph. (800) 352-8223
Fax (815) 434-3160
6
EXHIBIT 99.2
PRESS RELEASE
================================================================================
UNIONBANCORP, INC.
OTTAWA, ILLINOIS
FOR IMMEDIATE RELEASE
UNIONBANCORP NAMES NEW CHAIRMAN OF THE BOARD
Ottawa, IL, February 14, 2000 -- UnionBancorp, Inc. (Nasdaq symbol: UBCD),
announced today that John A. Trainor has been named Chairman of the Board.
Trainor, who has been a Board member since 1985, will replace R. Scott Grigsby,
who resigned for personal reasons.
"Mr. Trainor has been a key UnionBancorp board member for many years and brings
to the position a strong background in agri-business, banking, sales and
marketing, and customer service," said Company President Charles J. Grako. "He
is an effective and well respected leader both inside and outside the company.
His wealth of experience in various business endeavors will serve the Company
and our shareholders well."
Mr. Trainor said, "UnionBancorp remains committed to our long-term strategic
plan and core values. As Chairman of the Board, I look forward to continuing the
Company's mission of enhancing long-term shareholder value."
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UNIONBANCORP, INC. IS A REGIONAL FINANCIAL SERVICES COMPANY BASED IN OTTAWA,
ILLINOIS. UNIONBANCORP DEVOTES SPECIAL ATTENTION TO PERSONAL SERVICE AND OFFERS
THE LOCAL APPEAL OF A COMMUNITY BANK AT ALL OF ITS LOCATIONS. THE COMPANY'S
MARKET AREA EXTENDS FROM THE FAR WESTERN SUBURBS OF THE CHICAGO METROPOLITAN
AREA ACROSS CENTRAL AND NORTHERN ILLINOIS TO THE MISSISSIPPI RIVER IN WESTERN
ILLINOIS.
THIS RELEASE MAY CONTAIN "FORWARD-LOOKING" STATEMENTS. FORWARD LOOKING
STATEMENTS ARE IDENTIFIABLE BY THE INCLUSION OF SUCH QUALIFICATIONS AS
"EXPECTS," "INTENDS," "BELIEVES," "MAY," "LIKELY" OR OTHER INDICATIONS THAT THE
PARTICULAR STATEMENTS ARE NOT BASED UPON FACTS BUT ARE RATHER BASED UPON THE
COMPANY'S BELIEFS AS OF THE DATE OF THIS RELEASE. ACTUAL EVENTS AND RESULTS MAY
DIFFER SIGNIFICANTLY FROM THOSE DESCRIBED IN SUCH FORWARD LOOKING STATEMENTS.
CONTACT: Charles J. Grako
President and Chief Financial Officer
UnionBancorp, Inc.
Ph. (815) 433-7030
Ph. (800) 352-8223
Fax (815) 434-3160
7
