<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                    FORM 10-K/A

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                                    OF 1934.
                  For the fiscal year ended December 31, 1999.

                         Commission file number 0-12292

                                 UPBANCORP, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                            36-3207297
 (State or other jurisdiction of                           (I.R.S.Employer
  incorporation or organization)                          Identification No.)

4753 N. BROADWAY, CHICAGO, ILLINOIS                              60640
(Address of principal executive offices)                       (Zip Code)
Registrant's telephone number, including
area code (773) 878-2000

Securities registered pursuant to Section 12(b) of the Act:   NONE
Securities registered pursuant to Section 12(g) of the Act:   COMMON STOCK-$1
                                                              PAR VALUE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing for the
past 90 days. Yes X No

Indicate by check mark if the disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 10, 2000 (based upon the closing price as of such date),
was approximately $16,382,049.

The number of shares outstanding of the registrant's common stock, $1.00 par
value, as of March 10, 2000 is 837,308.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the annual shareholders meeting to be held
April 18, 2000, are incorporated by reference into Part III of this Form 10-K.



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This amended 10-K is being filed for the sole purpose of correcting the
signature page (page numbered 45) to reflect that John E. Fahrendorf, Jr. did
not sign the 10-K as had been originally reported. The corrected signature
page is shown below.


                                   SIGNATURES

         PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

Date: March 10, 2000                                    UPBANCORP, INC.
                                                        ------------------------
                                                        (The Registrant)

                                                        /s/ Richard K. Ostrom
                                                        ------------------------
                                                        Richard K. Ostrom
                                                        Chairman of the Board,
                                                        President and Chief
                                                        Executive Officer

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THEIR CAPACITIES ON MARCH 10, 2000.

<TABLE>
<S>                                                    <C>                             <C>
                /s/ Richard K. Ostrom                  Chairman of the Board           March 10, 2000
------------------------------------------------------
                  Richard K. Ostrom

             /s/ Stephen W. Edwards, CLU               Director                        March 10, 2000
------------------------------------------------------
               Stephen W. Edwards, CLU

                /s/ Delbert R. Ellis                   Director                        March 10, 2000
------------------------------------------------------
                  Delbert R. Ellis

                                                       Director                        March 10, 2000
------------------------------------------------------
               John E. Fahrendorf, Jr.

               /s/ Robert P. Griffiths                 Director                        March 10, 2000
------------------------------------------------------
                 Robert P. Griffiths

            /s/ Alfred E. Hackbarth, Jr.               Director                        March 10, 2000
------------------------------------------------------
              Alfred E. Hackbarth, Jr.

                 /s/ James E. Heraty                   Director                        March 10, 2000
------------------------------------------------------
                   James E. Heraty

                /s/ Marvin L. Kocian                   Director                        March 10, 2000
------------------------------------------------------
                  Marvin L. Kocian
</TABLE>



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