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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. _________)*
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)
February 29, 2000
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(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).
PAULA WOLFF
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |X|
(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 8. Shared Voting Power: 484,688 (SEE ITEMS 2 AND 5)
Owned by
Each
Reporting 9. Sole Dispositive Power: 0
Person With
10. Shared Dispositive Power: 484,688 (SEE ITEMS 2 AND 5)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 484,688
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) |X| (SEE ITEM 5)
13. Percent of Class Represented by Amount in Row (11):
11.98% (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).
WAYNE W. WHALEN
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |X|
(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 8. Shared Voting Power: 484,688 (SEE ITEMS 2 AND 5)
Owned by
Each 9. Sole Dispositive Power: 0
Reporting
Person With
10. Shared Dispositive Power: 484,688 (SEE ITEMS 2 AND 5)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 484,688
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) |X| (SEE ITEM 5)
13. Percent of Class Represented by Amount in Row (11):
11.98% (SEE ITEM 5)
14. Type of Reporting Person (See Instructions): IN (SEE
ITEM 2)
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ITEMS TO SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Statement 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, Wayne W. Whalen ("Whalen") and Paula Wolff ("Wolff"), are
together the "Reporting Persons" and hereby file this Statement. Whalen and
Wolff are husband and wife, and jointly purchased the Union Common Stock
subject to this Statement. Wolff and Whalen are also the general partners of
WPW Associates, L.P., a Georgia Limited Partnership ("WPW"). WPW owns 355,288
shares of Union Common Stock and such interests have been previously reported
by WPW and the Reporting Persons in a prior Schedule 13D filing.
(a) Paula Wolff and Wayne W. Whalen
(b) Wolff and Whalen both reside at 4920 S. Greenwood, Chicago, IL 60615
(c) At the present time, Wolff is the president of Governors State University
located at Governors Highway, Stunkel Road, University Park, Orland Park,
Illinois 60466.
At the present time, Whalen is a partner in the law firm of Skadden,
Arps, Slate, Meagher & Flom (Illinois) located at 333 West Wacker
Drive, Chicago, Illinois 60606.
(d) Neither Wolff nor Whalen has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanor).
(e) Neither Wolff nor Whalen 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) Wolff and Whalen are both citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The consideration used by the Reporting Persons to jointly purchase the
shares of Union Common Stock subject to this Statement came from the personal
funds of the Reporting Persons.
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ITEM 4. PURPOSE OF TRANSACTION.
The shares of Union Common Stock subject to this Statement are held by
the Reporting Persons solely for investment purposes.
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 Statement, 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) On February 29, 2000 the Reporting Persons jointly purchased 129,300
shares of Union Common Stock at $12.75 per share and on February 24,
1999 jointly purchased 100 shares of Union Common Stock at $12.00 per
share, collectively representing 3.20% percent of the issued and
outstanding shares of Union Common Stock. As of the date hereof, WPW
owns 355,288 shares of Union Common Stock representing 8.78% of the
issued and outstanding shares of Union Common Stock. The Reporting
Persons, in their capacities as the general partners of WPW, may be
deemed to beneficially own all of WPW's shares of Union Common Stock as
each has voting power and investment power over WPW's shares of Union
Common Stock. As a result, the Reporting Persons beneficially own a
total of 484,688 shares of Union Common Stock representing 11.98%
percent 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 Statement does not include 1,381
shares of Company's convertible preferred stock owned by WPW.
(b) The Reporting Persons may each be deemed to share voting and
dispositive power with respect to the 484,688 shares of Union Common
Stock.
(c) Except as set forth herein, neither of the Reporting Persons
effectuated any transactions in shares of Union Common Stock in the
past sixty (60) days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
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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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT A. Copy of an Agreement between Wolff and Whalen to file this
Statement 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.
DATE: March 2, 2000 PAULA WOLFF
Chicago, Illinois
/s/ Paula Wolff
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An Individual
DATE: March 2, 2000 WAYNE W. WHALEN
Chicago, Illinois
/s/ Wayne W. Whalen
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An Individual
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EXHIBIT A
AGREEMENT
TO
JOINTLY FILE SCHEDULE 13D
The undersigned hereby agree to jointly prepare and file with
regulatory authorities a Schedule 13D and any future amendments thereto
reporting each of the undersigned's ownership of securities of UnionBancorp,
Inc. and hereby affirm that such Schedule 13D is being filed on behalf of each
of the undersigned.
DATED: March 2, 2000 PAULA WOLFF
Chicago, Illinois
/s/ Paula Wolff
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An Individual
DATED: March 2, 2000 WAYNE W. WHALEN
Chicago, Illinois
/s/ Wayne W. Whalen
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An Individual
