UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)*
UnionBancorp, Inc.
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
908908106
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(CUSIP Number)
December 31, 2005
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Date of Event Which Requires Filing of This Statement
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)
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*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).
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CUSIP NO. 908908106 13G Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON: UnionBancorp, Inc. Employee Stock Ownership Plan
I.R.S. Identification No. of Above Person (Entities Only)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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5 SOLE VOTING POWER
NUMBER OF
SHARES 16,725 shares
BENEFICIALLY -------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 291,795 shares
PERSON -------------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
16,725 shares
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8 SHARED DISPOSITIVE POWER
None
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
308,520 shares
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.1%
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12 TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6 pages
This Amendment No. 2 to Schedule 13G hereby amends and restates
Amendment No. 1 to Schedule 13G filed February 10, 2005.
Item 1(a). Name of Issuer:
UnionBancorp, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
122 W. Madison Street
Ottawa, Illinois 61350
Item 2(a). Name of Person Filing:
UnionBancorp, Inc. Employee Stock Ownership Plan
Item 2(b). Address of Principal Business Office, or if none, Residence:
UnionBancorp, Inc. Employee Stock Ownership Plan
Trustee - UnionBank
122 W. Madison Street
Ottawa, IL 61350
Item 2(c). Citizenship:
Delaware
Item 2(d). Title of Class of Securities:
Common Stock, $1.00 par value
Item 2(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
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
Page 3 of 6 pages
(f) [X] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association 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.
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership
(a) Amount Beneficially Owned:
308,520 shares
(b) Percent of Class:
8.1%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
16,725 shares
(ii) Shared power to vote or to direct the vote:
291,795 shares
(iii) Sole power to dispose or to direct the disposition
of: 16,725 shares
(iv) Shared power to dispose or to direct the disposition
of: none
Item 5. Ownership of Five Percent or Less of a Class of a Class:
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
N/A
Page 4 of 6 pages
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or
Control Person:
N/A
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 acquired and are held in the
ordinary course of business and 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 8, 2006
UNIONBANCORP, INC. EMPLOYEE STOCK
OWNERSHIP PLAN
By: UNIONBANK, its trustee
/s/ KURT R. STEVENSON
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Kurt R. Stevenson
Senior Executive Vice President & CFO
Page 6 of 6 pages