SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
Unionbancorp, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
908908106
(CUSIP Number)
Jeffrey L. Gendell
200 Park Avenue, Suite 3900, New York, New York 10166 (212) 692-3695
Name, address and telephone number of person
authorized to receive notices and communications)
October 16, 1997
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ]
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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 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 purposes 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).
[page 1 of 15]
<PAGE>
13D
CUSIP No. 908908106
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Tontine Partners, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC, 00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
22,500
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
22,500
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
22,500
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.5%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
[page 2 of 15]
<PAGE>
13D
CUSIP No. 908908106
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Tontine Financial Partners, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC, 00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
183,900
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
183,900
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
183,900
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.5%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
[page 3 of 15]
<PAGE>
13D
CUSIP No. 908908106
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Tontine Management, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
206,400
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
206,400
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
206,400
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.0%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
00
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
[page 4 of 15]
<PAGE>
13D
CUSIP No. 908908106
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Tontine Overseas Associates, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
23,000
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
23,000
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
23,000
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.6%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IA
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
[page 5 of 15]
<PAGE>
13D
CUSIP No. 908908106
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Jeffrey L. Gendell
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
00
____________________________________________________________
(5) CHECK BOX 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
229,400
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
229,400
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
229,400
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.6%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
[page 6 of 15]
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock,$1.00 par value (the "Common
Stock"), of Unionbancorp, Inc. (the "Company"). The Company's principal
executive offices are located at 122 West Madison Street, Ottawa, Illinois
61350.
Item 2. Identity and Background.
(a) This statement is filed by: (i) Tontine Partners, L.P., a
Delaware limited partnership ("TP")with respect to shares of Common Stock
beneficially owned by it,(ii) Tontine Financial Partners, L.P., a Delaware
limited partnership ("TFP") with respect to shares of Common Stock beneficially
owned by it, (iii) Tontine Management, L.L.C., a limited liability company
organized under the laws of the State of Delaware ("TM"), with respect to the
shares of Common Stock directly owned by TP and TFP, (iv) Tontine Overseas
Associates, Ltd., a limited liability company organized under the laws of the
State of Delaware ("TOA"), which serves as investment manager to TFP Overseas
Fund, Ltd., a company organized under the laws of the Cayman Islands ("TFPO"),
with respect to the shares of Common Stock directly owned by TFPO, and (v)
Jeffrey L. Gendell, with respect to the shares of Common Stock directly owned
by each of TP, TFP and TFPO. The foregoing persons are hereinafter sometimes
referred to as the "Reporting Persons." Any disclosures herein with respect to
persons other than the Reporting Persons are made on information and belief
after making inquiry to the appropriate party.
(b) The address of the principal business and principal office of TP,
TFP, TM and TOA is 200 Park Avenue, Suite 3900, New York, New York 10166. The
business address of Mr. Gendell is 200 Park Avenue, Suite 3900, New York, New
York 10166.
(c) The principal business of TP is serving as a private investment
limited partnership investing in various industries. The principal business of
TFP is serving as a private investment limited partnership investing primarily
in financial institutions. The principal business of TM is serving as general
partner to TP and TFP. The principal business of TOA is that of an investment
adviser engaging in the purchase and sale of securities on behalf of clients.
Mr. Gendell serves as the Managing Member of TM. Mr. Gendell also serves as
the Managing Member of TOA.
(d) None of the persons referred to in paragraph (a) has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the persons referred to in paragraph (a) 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.
[page 7 of 15]
<PAGE>
(f) TP and TFP are limited partnerships organized under the laws of the
State of Delaware. TM and TOA are limited liability companies organized under
the laws of the State of Delaware. Mr. Gendell is a United States citizen.
Item 3. Source and Amount of Funds and Other Consideration.
The net investment cost (including commissions, if any) of the shares of
Common Stock held by TP, TFP and TFPO is $385,954, $2,939,665, and $408,250,
respectively. Mr. Gendell does not own directly any shares of Common Stock.
The shares of Common Stock held by TP, TFP and TFPO were purchased with
working capital and on margin.
TP's, TFP's and TFPO's margin transactions are with Furman Selz LLC, on
such firm's usual terms and conditions. All or part of the shares of Common
Stock held by TP, TFP or TFPO may from time to time be pledged with one or more
banking institutions or brokerage firms as collateral for loans made by such
bank(s) or brokerage firm(s) to TP, TFP or TFPO. Such loans bear interest at a
rate based upon the broker's call rate from time to time in effect. Such
indebtedness may be refinanced with other banks or broker-dealers.
Item 4. Purpose of the Transaction.
The purpose of the acquisition of the shares of Common Stock by the
Reporting Persons is for investment, and the purchases of the shares of Common
Stock by the Reporting Persons were made in the ordinary course of business and
were not made for the purpose of acquiring control of the Company. Although
the acquisition of the shares of Common Stock by the Reporting Persons is for
investment purposes, each Reporting Person will pursue discussions with
management to maximize long-term value for shareholders. Each of the Reporting
Persons may make further purchases of shares of Common Stock from time to time
and may dispose of any or all of the shares of Common Stock held by it at any
time. None of the Reporting Persons have any plans or proposals which relate
to, or could result in, any of the matters referred to in paragraphs (b)
through (j), inclusive, of Item 4 of Schedule 13D. Each of the Reporting
Persons may, at any time and from time to time, review or reconsider their
position and formulate plans or proposals with respect thereto, but have no
present intention of doing so.
Item 5. Interest in Securities of the Issuer.
A. Tontine Partners, L.P.
(a) Aggregate number of shares beneficially owned: 22,500
Percentage: 0.5% The percentages used herein and in
the rest of Item 5 are calculated based upon the 4,116,001 shares of Common
Stock issued and outstanding as of August 11, 1997, as reflected in the
Company's Form 10-Q for the period ending June 30, 1997.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 22,500
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 22,500
[page 8 of 15]
<PAGE>
(c) The trading dates, number of shares of Common Stock purchased
or sold and the price per share for all transactions in the Common Stock within
the last sixty days, which were all in the open market, are set forth in
Schedule A and are incorporated by reference.
(d) Tontine Management, L.L.C., the general partner of TP, has
the power to direct the affairs of TP, including decisions respecting the
disposition of the proceeds from the sale of the shares. Mr. Gendell is the
Managing Member of Tontine Management, L.L.C. and in that capacity directs its
operations.
(e) Not Applicable.
B. Tontine Financial Partners, L.P.
(a) Aggregate number of shares beneficially owned: 183,900
Percentage: 4.5%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 183,900
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 183,900
(c) The trading dates, number of shares of Common Stock purchased
or sold and the price per share for all transactions in the Common Stock within
the last sixty days, which were all in the open market, are set forth in
Schedule B and are incorporated by reference.
(d) Tontine Management, L.L.C., the general partner of TFP, has
the power to direct the affairs of TFP, including decisions respecting the
disposition of the proceeds from the sale of the shares. Mr. Gendell is the
Managing Member of Tontine Management, L.L.C. and in that capacity directs its
operations.
(e) Not Applicable.
C. Tontine Management, L.L.C.
(a) Aggregate number of shares beneficially owned: 206,400
Percentage: 5.0%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 206,400
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 206,400
(c) The trading dates, number of shares of Common Stock purchased
or sold and the price per share for all transactions on behalf of TP and TFP in
the Common Stock within the last sixty days, which were all in the open market,
are set forth in Schedules A and B, respectively, and are incorporated by
reference.
(d) Mr. Gendell is the Managing Member of Tontine Management,
L.L.C., and has the power to direct the affairs of TP and TFP, including
decisions respecting the disposition of the proceeds from the sale of the
shares with respect to TP and TFP.
(e) Not Applicable.
D. Tontine Overseas Associates, L.L.C.
(a) Aggregate number of shares beneficially owned: 23,000
Percentage: 0.6%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 23,000
[page 9 of 15]
<PAGE>
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 23,000
(c) The trading dates, number of shares of Common Stock purchased
or sold and the price per share for all transactions in the Common Stock on
behalf of clients (including TFPO) within the last sixty days, which were all
in the open market, are set forth in Schedule C and are incorporated by
reference.
(d) Each of the clients of TOA has the power to direct the
receipt of dividends from or the proceeds of sale of such shares.
(e) Not Applicable.
E. Jeffrey L. Gendell.
(a) Aggregate number of shares beneficially owned: 229,400
Percentage: 5.6%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 229,400
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 229,400
(c) Mr. Gendell did not enter into any transactions in the Common
Stock of the Company within the last sixty days. The trading dates, number of
shares of Common Stock purchased or sold and the price per share for all
transactions in the Common Stock on behalf of TP, TFP, and TFPO, which were all
in the open market, are set forth in Schedules A, B and C, respectively, and
are incorporated by reference.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Other than the Joint Acquisition Statement attached as Exhibit 1 hereto,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 hereof and between such persons
and any person with respect to any securities of the Company, including but not
limited to transfer or voting of any other securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
divisions of profits or loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
There is filed herewith as Exhibit 1 a written agreement relating to the
filing of joint acquisition statements as required by Rule 13d-1(f)(1) under
the Securities Exchange Act of 1934, as amended.
[page 10 of 15]
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: October 24, 1997 /s/ JEFFREY L. GENDELL
Jeffrey L. Gendell, individually, and as
managing member of
Tontine Management, L.L.C.,
general partner of
Tontine Partners, L.P.
& Tontine Financial Partners, L.P.,
and as managing member of
Tontine Overseas Associates, L.L.C.
[page 11 of 15]
<PAGE>
Schedule A
TONTINE PARTNERS, L.P.
Price Per Share
Date of Number of Shares (including commissions,
Transaction Purchased/(Sold) if any)
9/25/97 12,500 17.08
10/01/97 10,000 17.25
[page 12 of 15]
<PAGE>
Schedule B
TONTINE FINANCIAL PARTNERS, L.P.
Price Per Share
Date of Number of Shares (including commissions,
Transaction Purchased/(Sold) if any)
9/02/97 30,000 15.13
9/19/97 1,000 16.42
9/22/97 1,500 17.04
9/23/97 5,000 17.10
9/29/97 23,000 17.28
9/30/97 2,000 17.16
9/30/97 8,200 17.25
10/01/97 10,000 17.25
10/03/97 27,000 17.63
10/06/97 6,000 17.88
10/15/97 3,500 17.54
10/20/97 2,700 18.26
[page 13 of 15]
<PAGE>
Schedule C
TONTINE OVERSEAS ASSOCIATES, L.L.C. - MANAGED ACCOUNTS
Price Per Share
Date of Number of Shares (including commissions,
Transaction Purchased/(Sold) if any)
10/16/97 23,000 17.75
[page 14 of 15]
<PAGE>
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(f)1
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D, as amended, is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D, as amended, shall be
filed on behalf of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned acknowledge that
each shall be responsible for the timely filing of such amendments, and for
the completeness and accuracy of the information concerning him or its
contained therein, but shall not be responsible for the completeness and
accuracy of the information concerning the other, except to the extent that he
or its knows or has reason to believe that such information is inaccurate.
October 24, 1997
/s/ JEFFREY L. GENDELL
Jeffrey L. Gendell, individually, and as
managing member of
Tontine Management, L.L.C.,
General Partner of Tontine Partners, L.P.
and Tontine Financial Partners, L.P.,
and as managing member of Tontine
Overseas Associates, L.L.C.
[page 15 of 15]
