-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qj7X6YQ5I9EUURJZ+ZYFeZtSI01UmAoKVnVEieWYmZdN+upcoNUVkGjiovxJVLOb uttu32dLKOoFfWUpgzA5QQ== 0000950137-96-001929.txt : 19961011 0000950137-96-001929.hdr.sgml : 19961011 ACCESSION NUMBER: 0000950137-96-001929 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961010 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIONBANCORP INC CENTRAL INDEX KEY: 0001019650 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 363145350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-47085 FILM NUMBER: 96641981 BUSINESS ADDRESS: STREET 1: 122 W MADISON ST CITY: OTTAWA STATE: IL ZIP: 61350 BUSINESS PHONE: 8154343900 MAIL ADDRESS: STREET 1: 122 WEST MADISON STREET CITY: OTTAWA STATE: IL ZIP: 61350 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRIGSBY R SCOTT CENTRAL INDEX KEY: 0001023859 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 122 W MADISON CITY: OTTAWA STATE: IL ZIP: 61350 BUSINESS PHONE: 8154343900 MAIL ADDRESS: STREET 1: 122 W MADISON CITY: OTTAWA STATE: IL ZIP: 61350 SC 13G 1 SC 13G 1 ------------------------- OMB APPROVAL ------------------------- OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per response..14.90 ------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 UNIONBANCORP, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $1.00 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 908908-106 ------------------------------------------------------- (CUSIP Number) Check the following box if a fee is being paid with this statement [x]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *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 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). SEC 1745 (2/92) 1 of 6 2 - -------------------- ----------------- CUSIP NO. 908908 106 13G PAGE 2 OF 7 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON R. Scott Grigsby - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 721,207 ** SHARES ----------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 51,266 REPORTING ----------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH 43,044 ----------------------------------------------------- 8 SHARED DISPOSITIVE POWER 18,853 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 772,473 ** - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.75% ** - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- 2 of 6 3 *SEE INSTRUCTION BEFORE FILLING OUT! ** Includes shares for which the Reporting Person, as President of the Issuer, has sole voting power over certain matters pursuant to Standstill Agreements between the Issuer and the individuals identified in Item 6 of this Schedule. Does not include shares of the Issuer's Common Stock which will be obtainable by the individuals identified in Item 6 of this Schedule upon conversion of an aggregate of 2,762.24 shares of the Issuer's Series A Preferred Stock held by such individuals. The conversion ratio of such shares is partially a function of the after-tax gain or loss realized upon the sale of certain securities held by the Issuer, and is not ascertainable at this time. STATEMENT CONTAINING INFORMATION REQUIRED BY SCHEDULE 13G This schedule 13G is being filed as a result of the Issuer's Common Stock being registered on Form 8-A with the Securities and Exchange Commission on September 30, 1996 (SEC File No. 1-12113) in connection with the Issuer's initial public offering. ITEM 1. (a) NAME OF ISSUER UnionBancorp, Inc. (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 122 West Madison Street Ottawa, Illinois 61350 ITEM 2. (a) NAME OF PERSON FILING R. Scott Grigsby (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR IF NONE, RESIDENCE 122 West Madison Street Ottawa, Illinois 61350 (c) CITIZENSHIP U.S. (d) TITLE OF CLASS OF SECURITIES Common Stock, $1.00 par value (e) CUSIP NUMBER 908908-106 3 of 6 4 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: [ ] (a) BROKER OR DEALER REGISTERED UNDER SECTION 15 OF THE ACT. [ ] (b) BANK, AS DEFINED IN SECTION 3(A)19 OF THE ACT. [ ] (c) INSURANCE COMPANY AS DEFINED IN SECTION 3(A)(19) OF THE ACT. [ ] (d) INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF THE INVESTMENT COMPANY ACT. [ ] (e) INVESTMENT ADVISOR REGISTERED UNDER SECTION 203 OF THE INVESTMENT ADVISERS ACT OF 1940. [ ] (f) EMPLOYEE BENEFIT PLAN, PENSION FUND WHICH IS SUBJECT TO THE PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 OR ENDOWMENT FUND; SEE Section 240.13D-1(B)(1)(II)(F). [ ] (g) PARENT HOLDING COMPANY, IN ACCORDANCE WITH Section 240.13D-1(B)(II)(G). IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B)(2), CHECK THIS BOX [ ] ITEM 4. OWNERSHIP (a) AMOUNT BENEFICIALLY OWNED 772,473 (b) PERCENT OF CLASS 18.75% (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE 721,207 (ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE 51,266 (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 43,044 (iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 18,853 4 of 6 5 INSTRUCTION: FOR COMPUTATIONS REGARDING SECURITIES WHICH RESPECT A RIGHT TO ACQUIRE AN UNDERLYING SECURITY SEE RULE 13D- 3(D)(1). ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not applicable ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Of the shares included in this report, an aggregate of 710,576 of such shares are beneficially owned in equal portions by Dennis J. McDonnell and Wayne W. Whalen. The Reporting Person, as President of the Issuer, has sole voting power over these securities with respect to certain matters pursuant to a proxy granted to the Reporting Person by such individuals in connection with Standstill Agreements entered into by such individuals and the Issuer. The 710,576 shares subject to this proxy represent 17.2% of the issued and outstanding Common Stock of the Issuer as of the date of this report. The shares included do not include shares of the Issuer's Common Stock which will be obtainable by these individuals upon conversion of an aggregate of 2,762.24 shares of the Issuer's Series A Preferred Stock held by such individuals. The conversion ratio of such shares is partially a function of the after-tax gain or loss realized upon the sale of certain securities held by the Issuer, and is not ascertainable at this time. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not applicable ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not applicable ITEM 10. CERTIFICATION By signing below I certify that to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the Issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. 5 of 6 6 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. October 7, 1996 ------------------------------------- Date /s/ R. Scott Grigsby ------------------------------------- R. Scott Grigsby 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----