UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ________________)* UnionBancorp, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 908908106 -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2003 -------------------------------------------------------------------------------- Date of Event Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *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). ------------------------ ---------------------- CUSIP NO. 908908106 13G Page 2 of 6 Pages ------------------------ ---------------------- -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON UnionBancorp, Inc. Employee Stock Ownership Plan -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES 10,000 shares BENEFICIALLY OWNED BY --------------------------------------------------------- EACH 6 SHARED VOTING POWER REPORTING 471,630 shares PERSON WITH --------------------------------------------------------- 7 SOLE DISPOSITIVE POWER 10,000 shares --------------------------------------------------------- 8 SHARED DISPOSITIVE POWER None -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 481,630 shares -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.1% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* EP -------------------------------------------------------------------------------- STATEMENT CONTAINING INFORMATION REQUIRED BY SCHEDULE 13G Item 1. (a) Name of Issuer UnionBancorp, Inc (b) Address of Issuer's Principal Executive Offices 321 West Main Street Ottawa, Illinois 61350 Item 2. (a) Name of Person Filing UnionBancorp, Inc. Employee Stock Ownership Plan (b) Address of Principal Business Office, or if none, Residence UnionBancorp, Inc. Employee Stock Ownership Plan Trustee - UnionBank 201 East Main Street Streator, Illinois 61364 (c) Citizenship Delaware (d) Title of Class of Securities Common Stock (e) CUSIP Number 908908106 Item 3. If this statement is filed pursuant to Rule 13d-1(b), 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)(6) 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 of 1940 (e) [ ] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E) Page 3 of 6 pages (f) [X] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F) (g) [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G) (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J) Item 4. Ownership (a) Amount Beneficially Owned 481,630 shares (b) Percent of Class 12.1% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 10,000 shares (ii) shared power to vote or to direct the vote 471,630 shares (iii) sole power to dispose or to direct the disposition of 10,000 shares (iv) shared power to dispose or to direct the disposition of none Item 5. Ownership of Five Percent or Less of a Class N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company N/A Page 4 of 6 pages Item 8. Identification and Classification of Members of the Group N/A Item 9. Notice of Dissolution of Group N/A Item 10. Certification By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] Page 5 of 6 pages 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: February 6, 2004 UNIONBANCORP, INC. EMPLOYEE STOCK OWNERSHIP PLAN By: UNIONBANK, its trustee /s/ DEWEY R. YAEGER ---------------------------- Dewey R. Yaeger Chairman Page 6 of 6 pages