NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
of
BNL FINANCIAL CORPORATION
7530 Hwy 107
Sherwood, AR 72120
To Be Held May 20, 1997
The Annual Meeting of Stockholders of BNL Financial Corporation will be
held at the Holiday Inn Airport, I-440 at the Airport Exit, Little Rock, AR
72295 commencing at 11:00 a.m., local time, (and thereafter as it may be from
time to time adjourned) for the following purposes:
1. To elect nineteen Directors.
2. To ratify or reject the Board of Directors' selection of
Smith, Carney & Co., p.c., as the Company's independent
auditors for the year ending December 31, 1997.
3. To transact such other business as may properly come before the
meeting.
The close of business on April 15, 1997 has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the meeting.
By Order of the Board of Directors
Pamela Randolph, Secretary
Sherwood, AR
April 24, 1997
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE DATE AND SIGN THE
ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE
MEETING, YOU MAY REVOKE THE PROXY AND VOTE YOUR SHARES IN PERSON.
1
<PAGE>
PROXY STATEMENT
-------------
BNL FINANCIAL CORPORATION
7530 Hwy 107
Sherwood, Arkansas 72120
GENERAL INFORMATION
This Proxy Statement and accompanying proxy form are being mailed to
shareholders on April 24, 1997, in connection with the solicitation of proxies
by the Board of Directors of BNL Financial Corporation (the "Company") to be
voted at the Annual Meeting of Stockholders of the Company to be held at 11:00
a.m. at Holiday Inn Airport, I-440 at the Airport Exit, Little Rock, AR 72295,
on May 20, 1997, and any adjournment thereof. All expenses of this solicitation
will be paid by the Company.
If a proxy in the enclosed form is duly executed and returned, the
shares of the Company's Common Stock represented thereby, where specification is
made by the shareholder on the proxy, will be voted in accordance with such
specification. Proxies are revocable until exercised. Proxies may be revoked by
delivering a written notice of revocation to the Secretary of the Company or in
person at the meeting at any time prior to the voting thereof.
Only shareholders of record at the close of business on April 15, 1997,
have the right to receive notice of and to vote at the Annual Meeting and any
adjournment thereof. As of that date, 23,173,149 shares of the Company's Common
Stock were outstanding (excluding treasury shares).
Each shareholder of record is entitled to one vote for each share of
Common Stock held. There are no cumulative voting rights.
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<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
Principal Stockholders:
The following table reflects the persons known to the Company to be the
beneficial owners of 5% or more of the Company's voting securities as of March
15, 1997:
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of of Beneficial
Title of Class Beneficial Owner Ownership (1) Percent of Class
<S> <C> <C> <C>
Common Stock Wayne E. Ahart 4,845,505(2)(3) 20.91%
#14 Club Estates Parkway
Austin, Texas 78738
Common Stock Barry N. Shamas 2,801,816(4) 12.09%
1095 Hidden Hills Drive
Dripping Springs, Texas 78620
Common Stock Universal Guaranty Life 2,216,776(2) 9.57%
Insurance Company
5250 S. Sixth Street Road
Springfield, Illinois 62705
Common Stock C. Don Byrd 1,452,719 6.27%
631 47th Street
West Des Moines, Iowa 50265
<FN>
(1) To the Company's knowledge, all shares are beneficially owned by, and
the sole voting and investment power is held by the persons named,
except as otherwise indicated.
(2) Mr. Ahart and Commonwealth Industries, Inc., a parent of Universal
Guaranty Life Insurance Company ("UGL"), have agreed: (a) that if Mr.
Ahart sells his shares of the Company to a third party, Mr. Ahart or
the third party must also purchase UGL's shares of the Company at the
same price and on the same terms; and (b) in the event UGL receives a
bona fide offer to purchase its shares of the Company, Mr. Ahart has a
first right of refusal to purchase such shares on the same terms and
conditions.
(3) Includes 2,400,000 shares held in the name of National Iowa Corporation
and 2,178,926 shares held in the name of Arkansas National
Corporation, both of which are controlled by Mr. Ahart.
(4) Includes 1,400,000 shares held in the name of Life Industries of Iowa,
Inc. and 1,335,171 shares held in the name of Arkansas Industries
Corporation, both of which are controlled by Mr. Shamas.
</FN>
</TABLE>
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<PAGE>
Security Ownership of Management:
The following table sets forth, as of March 15, 1997, certain
information concerning the beneficial ownership of the Company's Common Stock by
each director of the Company and by all directors and officers as a group:
<TABLE>
<CAPTION>
Amount and Nature
Name of of Beneficial
Title of Class Beneficial Owner Ownership (1) Percent of Class
-------------- ---------------- --------------- ----------------
<S> <C> <C> <C>
Common Wayne E. Ahart 4,845,505(2) 20.91%
Common Barry N. Shamas 2,801,816(3) 12.09%
Common C. Don Byrd 1,452,719(4) 6.27%
Common Kenneth Tobey 761,762 3.29%
Common Cecil Alexander 37,088 .16%
Common Richard Barclay 37,088 .16%
Common Eugene A. Cernan 37,088 .16%
Common Hayden Fry 69,047 .30%
Common John Greig 50,102 .22%
Common Roy Keppy 51,001 .22%
Common Thomas Landry 87,088 .38%
Common Roy Ledbetter 37,088 .16%
Common John E. Miller 37,088 .16%
Common James A. Mullins 50,000 .22%
Common C. James McCormick 137,084(5) .59%
Common Robert R. Rigler 3,295 .01%
Common Chris Schenkel 37,088 .16%
Common L. Stanley Schoelerman 50,000 .22%
Common Orville Sweet 50,000 .22%
Common Charles Thone 50,000 .22%
Common All Officers and Directors 10,651,947 46.00%
as a group (20 persons)
<FN>
(1) To the Company's knowledge, all shares are beneficially owned by, and
the sole voting and investment power is held by the persons named,
except as otherwise indicated.
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<PAGE>
(2) Includes 2,400,000 shares held in the name of National Iowa
Corporation and 2,178,926 shares held in the name of Arkansas National
Corporation, both of which are controlled by Mr. Ahart.
(3) Includes 1,400,000 shares held in the name of Life Industries of Iowa,
Inc. and 1,335,171 shares held in the name of Arkansas Industries
Corporation, both of which are controlled by Mr. Shamas.
(4) All of Mr. Byrd's shares are subject to a right of first refusal of
the Company to acquire said shares on the same terms and conditions as
any proposed sale or other transfer by Mr. Byrd.
(5) Includes 13,708 shares held in the name of Mr. McCormick and 123,376
shares divided equally among and held in the names of Mr. McCormick's
four children.
</FN>
</TABLE>
ELECTION OF DIRECTORS
(Item 1)
Directors:
Under the Bylaws of the Company, the shareholders are to elect
Directors at the Meeting to hold office until the next Annual Meeting of
Stockholders. Proxies solicited by the Board of Directors, if properly signed
and returned, will be voted in favor of the election of the nominees listed
below as Directors of the Company. Although it is expected that each of the
nominees will be available for election, if a nominee is not a candidate at the
time the election occurs, it is intended that such proxies will be voted for the
election of a substitute nominee designated by the Board of Directors. Each of
the nominees has served or currently serves as a Director of Brokers National
Life Assurance Company ("BNLAC"), the Company's wholly-owned life insurance
subsidiary.
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The nominees are as follows:
<TABLE>
<CAPTION>
First Became Director
Name Age or Executive Officer
------ --- --------------------
<S> <C> <C>
Wayne E. Ahart 56 1984
C. Don Byrd 55 1984
Kenneth Tobey 38 1988
Barry N. Shamas 49 1984
Cecil Alexander 60 1989
Richard Barclay 59 1989
Eugene A. Cernan 62 1989
Hayden Fry 67 1984
John Greig 61 1984
Roy Keppy 73 1984
Thomas Landry 71 1984
Roy Ledbetter 66 1989
John E. Miller 67 1988
James A. Mullins 62 1984
C. James McCormick 71 1984
Robert R. Rigler 73 1989
Chris Schenkel 72 1989
L. Stanley Schoelerman 71 1984
Orville Sweet 72 1984
</TABLE>
BACKGROUND OF MANAGEMENT
Wayne E. Ahart has served as Chairman of the Board of BNL since 1984 and BNLAC
since 1986. He has served as Chairman of the Board of United Arkansas since 1988
and served as Chairman of the Board of United Arkansas Life from 1990 to 1994.
Prior to that time, Mr. Ahart served as Board Chairman of: Investors Trust, Inc.
("ITI") and its subsidiary, Investors Trust Assurance Company ("ITAC"), both of
Indianapolis, Indiana (1973-1987); Liberty American Corporation
("LAC")(President since 1981) and its subsidiary Liberty American
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Assurance Company ("LAAC"), both of Lincoln, Nebraska (1975-1987); (President)
American Investors Corporation ("AIC") and its subsidiary, Future Security Life
Insurance Company ("FSL"), both of Austin, Texas (1980-1987). Mr. Ahart has been
owner and Chairman of the Board of Lone Star Pizza Garden Inc. from 1986 to the
present.
C. Don Byrd has been President and a Director of BNL and BNLAC since 1984 and
1986, respectively. Mr. Byrd was Agency Director of FSL from 1983 to 1984 and
Regional Director of AIC 1981 to 1983. He was an agent and Regional Director of
ITI and ITA from 1974 to 1981.
Kenneth Tobey has been President and a director of BNLAC and BNL since August 1,
1994. Mr. Tobey has served as President of BNLE since 1988 and serviced as
President of United Arkansas Life from 1990 to 1994. He served as Assistant to
the President and Training Director of BNLAC from 1986 to 1988. From 1981 to
1986, Mr. Tobey served in various capacities for AIC and FSL, including Agent,
Regional Manager, Executive Sales Director and Assistant to the President.
Barry N. Shamas has served as Executive Vice-President, Secretary and Treasurer
of BNLE since 1988 and United Arkansas Life from 1990 to 1994. From 1984 and
1986, respectively, he has served as Executive Vice President and Director of
BNL and BNLAC, which positions he presently holds. He served in various
capacities for ITI and ITAC, including Executive Vice President, Senior Vice
President, Treasurer and Financial Vice President beginning in 1976 through
1987. Mr. Shamas served as Executive Vice President, Secretary/Treasurer and as
Director of AIC and FSL from 1980 and 1983, respectively, until 1987. From 1978
through 1987, Mr. Shamas served as a Director and a member of the Executive
Committee of LAC and LAAC.
Cecil L. Alexander is currently Vice President of Public Affairs for Arkansas
Power & Light Company, where he has been employed since 1980. Prior to joining
the AP&L Executive Staff, Mr. Alexander served for 16 years in the Arkansas
General Assembly, and during 1975-76, was Speaker of the House of
Representatives. Since 1971 Mr. Alexander has been involved in the real estate
business as a partner in Heber Springs Realty. He is a past president of the
Cleburne County Board of Realtors and has served on the governmental affairs
committee of the Arkansas Association of Realtors. Mr. Alexander is currently on
the Board of Directors of Mercantile Bank of Heber Springs, the Board of
Directors of the Arkansas Tourism Development Foundation and the Board of
Directors of Baptist Foundation.
Richard L. Barclay, a Certified Public Accountant, has been engaged in public
accounting since 1961. He is a Partner in the firm of Barclay, Yarborough &
Evans, Certified Public Accountants in Rogers, Arkansas. He is a member of the
Arkansas Society of Certified Public Accountants and of the American Institute
of Certified Public Accountants. He was a member of the Arkansas House of
Representatives from 1977 until 1991. He presently serves as a Director of
Federal Savings Bank, Rogers, Arkansas; and Vice President, Arkansas State
Chamber of Commerce.
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Eugene A. Cernan has been President and Chairman of the Board of The Cernan
Corporation, since 1981. Captain Cernan retired from the U. S. Navy in 1976
after serving 20 years as a naval aviator, 13 of which were dedicated to direct
involvement with the U. S. Space Program as a NASA astronaut. Mr. Cernan was the
pilot on the Gemini 9 mission and the second American to walk in space; lunar
module pilot of Apollo 10; and Spacecraft Commander of Apollo 17, which resulted
in the distinction of being the last man to have left his footprints on the
surface of the moon. In 1973, he served as a Senior United States Negotiator in
discussions with U.S.S.R. on the Apollo-Soyuz Mission. Captain Cernan served as
Executive ConsultantAerospace and Government of Digital Equipment Corporation
from 1986 to 1992, and he was a Director and Vice President-International of
Coral Petroleum, Inc., Houston, Texas from 1976 to 1981. Captain Cernan is
presently a Director of Up With People, an international educational foundation
for young men and women; United States Space Foundation; the Young Astronaut
Council; Alaska Aerospace Development Corporation, International MicroSpace; and
Johnson Engineering Corporation. Captain Cernan is also on the President's
Engineering Committee, Purdue University and is a member of the Board of
Trustees of the U. S. Naval Aviation Museum, NFL Alumni and the Major League
Baseball Players Alumni. In addition, Captain Cernan has served as a consultant
commentator to ABC News. He served on the Board of AIC and FSL from 1980 and
1983, respectively, to 1987.
Hayden Fry has been Head Football Coach at the University of Iowa since 1979. He
was Head Football Coach at North Texas State University from 1973 to 1978 and at
Southern Methodist University from 1962 to 1972. He was named Football Coach of
the Year in the Big Ten (1981, 1990, 1991), the Missouri Valley Conference
(1973), and the Southwest Conference (1962, 1966 and 1968). He is on the Board
of Advisors of Wilson Sporting Goods (1962 to date); the Board of Trustees of
Pop Warner Football (1962 to date); and the American Football Coaches
Association (1983 to date) and is the 1993 President. He was President of
Hawkeye Marketing Group from 1979 - 1984. He is a member of the Board of
Directors of the PPI Group.
John Greig has been President of Greig and Co. since 1967. He is a Director of
Boatmen's Bank of Iowa, NW., Estherville, Iowa. He has been President of the
Iowa Cattlemen's Association (1975-1976) and a member of the Executive Committee
of the National Cattlemen's Association (1975-1976). He was a member of the Iowa
Board of Regents from 1985 to 1991.
He was elected as an Iowa State Representative in 1993.
Roy Keppy has operated his grain and livestock farming operation in Davenport,
Iowa since 1946. In 1982, he and his son founded Town and Country Meats in
Davenport and he currently serves as its Vice President. He was a Director of
Eldridge Cooperative Elevator Company for 33 years, retiring in 1982, serving as
President for 6 years. He is now a Director of First State Bank N.A., Davenport,
Iowa. He is a past Chairman of the National Livestock and Meat Board, and was on
its Board of Directors from 1970 to 1986. He was on the Board of Directors of
the National Pork Producers from 1965 to 1972, serving as its President in
1970-1971.
Thomas W. Landry was Head Coach of the Dallas Cowboys, 1960 to 1989. He is a
member of the National Board of Trustees of the Fellowship of Christian
Athletes. He serves as a Director of Dallas Theological Seminary. He was on the
Board of Directors of Continental Life Insurance Company for four years. He has
served as Texas State Chairman of the American Cancer Society. Mr. Landry is an
Advisory Member of the Board of Directors of Southwest
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Baptist Theological Seminary, Chairman of the Dallas International Sports
Commission, and a member of the Board of Advisors of Alexander Proudfoot
Company.
Roy E. Ledbetter presently serves as President and Chief Executive Officer of
Highland Industrial Park, a division of Highland Resources, Inc. in East Camden,
Arkansas. He holds a Bachelor of Science Degree in Education from Southern
Arkansas University at Magnolia, a Masters Degree in Education from Henderson
State University at Arkadelphia and an AMP from Harvard Business School at
Boston. In 1966, Mr. Ledbetter joined Highland Resources, Inc. and coordinated
organization of Southern Arkansas University Technical Branch; was promoted to
division Manager (1972), Vice President and Division Manager (1975), Senior Vice
President (1980), and President in 1984. He is past President of the Camden
Chamber of Commerce; was 1977 Camden Jaycee's Man of the Year; was awarded first
annual Camden Area Chamber of Commerce Community Service Award in 1983; served
on Education Standards Committee of the State of Arkansas; and presently serves
on the Boards of East Camden and Highland Railroad, Shumaker Public Service
Corporation, Merchants and Planters Bank of Camden, and First United Bancshares
of El Dorado.
C. James McCormick is Chairman of the Board of McCormick, Inc., Best Way
Express, Inc., and President of JAMAC Corporation, all of Vincennes, Indiana. He
is also Vice Chairman of Golf Hosts, Inc. He is the owner of CJ Leasing. Mr.
McCormick is Chairman of the Board of Directors and CEO of First Bancorp,
Vincennes, Indiana; First Vice Chairman of Vincennes University and a Life
Director of the Indiana Chamber of Commerce; and a member of the Indiana
President's Organization and the Indiana Automobile Dealers Association. He is a
former Chairman of the Board of the American Trucking Associations. Mr.
McCormick is a Past Chairman of the National Board of Trustees of The Fellowship
of Christian Athletes.
John E. Miller has been a member of the State of Arkansas House of
Representatives since 1959. He has been self-employed in the insurance,
abstract, real estate, heavy construction and farming business for more than 20
years. He presently serves on the Board of Directors of Calico Rock Medical
Center, Easy K Foundation, National Conference of Christians and Jews, Council
of State Governments, Southern Legislative Conference, State Advocacy Services,
Lions World Services for the Blind, State Board of Easter Seals, Williams
Baptist College Board of Trustees, Chairman of the Governor's Developmental
Disabilities Planning Council and Izard County Chapter of the American Red
Cross.
James A. Mullins has owned and operated Prairie Flat Farms, Corwith, Iowa since
1969. He was a Director of the Omaha Farm Credit Bank from 1988 to 1994, a
director of the Federal Farm Credit Banks Funding Corporation from 1986 to 1994,
and a director of the U.S. Meat Export Federation from 1988 to 1995. He served
as Chairman of the Foreign Trade Committee, National Cattlemen's Association
(1988 - 1993). He was Chairman of the U.S. Meat Export Federation until 1984. He
was Chairman of the National Livestock & Meat Board in 1983; Chairman of the
Beef Industry Council in 1979 and 1980; and Chairman of the Omaha Farm Credit
Bank in 1988 and 1989.
Robert R. Rigler has been Chairman of the Board of Security State Bank, New
Hampton, Iowa since 1989; he served as its President and CEO from 1968 to 1989.
Mr. Rigler was Iowa Superintendent of Banking from 1989 to 1991. He was a member
of the Iowa Transportation
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Commission from 1971 to 1986 and served as its Chairman from 1973 to 1986. He
was a member of the Iowa State Senate from 1955 to 1971 and served as a Majority
and Minority Floor Leader.
Chris Schenkel has been a full-time television sportscaster of ABC Sports, New
York, New York, from 1965 to present. He also served as Spokesperson for
Owens-Illinois, Toledo, Ohio, from 1976 to present, for whom he speaks as voice
on commercials, personal appearances, conventions and shows. Mr. Schenkel served
as Chairman of the Board of Directors of Counting House Bank, North Webster,
Indiana from 1974-1982. He also served as a director of ITI and ITAC from 1978
to 1986 and on the Board of Haskell Indian Junior College, Lawrence, Kansas.
L. Stanley Schoelerman has been President and a partner of Petersen Sheep &
Cattle Co., Spencer, Iowa since 1964. He was a Director of Home Federal Savings
& Loan, Spencer, Iowa, from 1969 to 1988; and Honeybee Manufacturing, Everly,
Iowa, from 1974 to 1986. He was President of Topsoil-Schoenewe, Everly, Iowa,
from 1974 to 1986. Mr. Schoelerman was Commissioner of the Iowa Department of
Transportation from 1974 to 1978 and was a member of the National Motor Carrier
Advisory Board of the Federal Highway Administration from 1981 to 1985.
Orville Sweet served as a Visiting Industry Professor at Iowa State University
from 1989 to 1990 and is President of Sweet and Associates, a consulting firm
for agricultural organizations. He was Executive Vice President of the 100,000
member National Pork Producers Council, Des Moines, Iowa, from 1979 to 1989. He
was President of the American Polled Hereford Association, Kansas City, Missouri
in 1963-79. He is past President of the U.S. Beef Breeds Council and the
National Society of Livestock Records Association and was a Director of the
Agricultural Hall of Fame and the U.S. Meat Export Federation. He is a member of
the American Society of Animal Science. He has served as a member of the USDA
Advisory Council Trade Policy, the State Department Citizens Network and the
Executive Committee of the Agricultural Council of America.
Board Meetings; Committees:
The Board of Directors of the Company held three meetings during the
year ended December 31, 1996. Messrs. Alexander, Cernan, Fry, Keppy, Landry,
Ledbetter, McCormick, Mullins, Rigler, Shcenkel, and Thone attended fewer than
75% of such meetings.
The Company has an Investment Committee, consisting of Messrs. Ahart
and Shamas. This Committee manages the Company's investments, and met
periodically during 1996 on both a formal and informal basis; Messrs. Ahart and
Shamas did not miss any meetings. The Company has no standing audit, nominating
or compensation committees.
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Executive Officers:
The executive officers of the Company are as follows:
<TABLE>
<CAPTION>
Officer
Name Age Since Position(s)
<S> <C> <C> <C>
Wayne E. Ahart 56 1984 Chief Executive Officer and
Chairman of the Board
C. Don Byrd 55 1984 Vice Chairman of the Board
Kenneth Tobey 38 1988 President
Barry N. Shamas 49 1984 Executive Vice President and
Treasurer
</TABLE>
The Company's executive officers serve at the pleasure of the Board of
Directors. Each of the above officers also hold the same office in BNLAC.
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding
remuneration of executive officers in excess of $100,000 during the years ended
December 31, 1996, 1995 and 1994.
<TABLE>
<CAPTION>
Summary Compensation Table
Name and Other Annual
Principal Position Year Salary($) Bonus($) Compensation($)
------------------ ---- --------- -------- ---------------
<S> <C> <C> <C> <C>
Wayne E. Ahart 96 125,000 -0- $9,375
Chief Executive Officer and 95 125,000 -0- $8,744
Chairman of the Board 94 125.000 -0- $8,013
</TABLE>
The total number of executive officers of the Company is four and the total
remuneration paid to all executive officers as a group is $379,370. The Company
does not have employment agreements with any of its officers.
Compensation Determination:
The Company has no compensation committee. Compensation decisions are
made by the Board of Directors. The factors and criteria upon which the
compensation of the executive officers of the Company are based include the
financial performance of the Company, the nature of the officers' respective job
duties and their seniority and experience with the Company.
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Compensation of Directors:
Each director receives a fee of $100, plus reasonable travel expenses,
for each meeting of the Board of Directors attended. No director receives any
other remuneration in the capacity of director.
Other Compensation; Indebtedness:
In November 1996, the Board of Directors authorized a stock bonus plan
for the benefit of certain officers of the corporation subject to specific
guidelines. No stock bonus will be granted unless the company has consolidated
after-tax profits. The plan has not been formally established. Except for the
stock bonus plan, the Company does not have any contingent forms of remuneration
to executive officers, such as options, warrants or other rights to purchase the
Company's securities, or any pension, retirement, stock appreciation or other
similar plans. No officer, director or nominee for director of the Company or
associate of any such person was indebted to the Company at any time during the
year ended December 31, 1996, other than for ordinary travel and expense
advances and for other transactions in the ordinary course of business, if any.
Purchase of BNL Shares:
In December 1990, the Company purchased from C. Don Byrd, Vice Chairman
and Director of the Company, a total of 390,000 shares of the Company's common
stock. As a part of this same transaction, Mr. Byrd and the Company entered into
an agreement, dated December 21, 1990, whereby the Company acquired a right of
first refusal to purchase the remaining 1,360,000 shares of the Company's common
stock owned by Mr. Byrd on the same terms and conditions that would apply in any
proposed sale, pledge or other transfer of the shares by Mr. Byrd. The Company
must exercise its right of first refusal within thirty days after receiving
notification from Mr. Byrd of any such proposed transaction in the shares, and
make payment for the shares within forty-five days after acceptance. The right
of first refusal may be exercised only as to all of such shares and not as to
any lesser amount. Mr. Byrd has retained the right to transfer his shares to a
trust controlled by him or to members of his family or heirs in the event of
death, but all of the shares so transferred remain subject to the Company's
right of first refusal as to any subsequent transfer.
Stock Performance Graph:
The stock of the Company was traded by Starmont Capital Ltd., Des
Moines, Iowa, on a workout basis. There has been a limited trading market for
the Company's securities during 1996. Stock sales during the year ranged from
$.32 to $.35 a share. The final stock sold during 1996 was at $.32 a share. Due
to the limited trading market, no comparison on a stock performance graph of the
change in shareholder return with an index representing shares of comparable
companies can be made.
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<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain Relationships
During the years ended December 31, 1995 and up to July 26, 1996, as
part of the Company's routine investment program, the Company and BNLAC effected
certain of its purchases and sales of various US Treasury and corporate
securities through the brokerage firm of Ahart & Bryan, Inc. ("A&B, Inc"), of
North Little Rock, Arkansas. A&B, Inc. is registered with the National
Association of Securities Dealers, Inc. Mr. Tom Ahart (a brother of the
Company's Chairman, Wayne E. Ahart) is President and Director of A&B, Inc. The
above-described transactions were executed pursuant to a clearing agreement
between A&B, Inc. and Rauscher, Pierce, Refsnes, Inc., ("RPR") an unaffiliated
brokerage firm and a member of the New York Stock Exchange. Under the clearing
agreement, RPR acted as "clearing agent" for A&B, Inc. RPR (the introducing
broker). In that capacity, RPR executed purchases and sales with a market value
totaling approximately $4,300,000 and $9,800,000 during 1996 and 1995
respectively, as directed by the Company through A&B, Inc. RPR received, held
and disbursed all of the proceeds and securities relating to these transactions
until such transactions were consummated (at which time such proceeds and/or
securities were disbursed a the direction of the Company and BNLAC). A&B, Inc.
received fees totaling $5,855 and $7,197 for 1996 and 1995 respectively, for
completing these transactions. Management believes that the amounts charged by
A&B, Inc. in these transactions were less than those which would have been
charged by other brokerage firms. Effective July 26, 1996, A&B, Inc. was merged
into First Commercial Investments, Inc. Throughout the remainder of 1996, the
Company continued to use Mr. Ahart at First Commercial Investments, Inc. for
sales and purchases of securities totaling approximately $1,700,000, from which
Mr. Ahart received $4,207 in commissions. The Company anticipates continuing
this arrangement. Mr. Ahart is not on the board nor is he a principal owner of
First Commercial Investments, Inc.
Affiliates
BNL Brokerage Corporation, was formed on November 30, 1995. The
corporation was formed in order to offer another company's products to agents
and brokers appointed to BNLAC. The products do not compete with BNLAC's
policies and BNL Brokerage will receive commissions on the sales.
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
(Item 2)
The Board of Directors has selected Smith, Carney & Co., p.c.,
(formerly Amend, Smith & Co.) as the independent public accountants to examine
the accounts of the Company for 1997. In accordance with the resolution of the
Board, this selection is being presented to the stockholders for ratification or
disapproval at this meeting. The Board recommends the stockholders vote "FOR"
such ratification. It is not presently anticipated that a representative of the
firm of Smith, Carney & Co. will be present at the meeting; however, should such
a
13
<PAGE>
representative be present he will be given an opportunity to make a statement if
he desires to do so and will be available to respond to appropriate questions.
PROPOSALS BY STOCKHOLDERS
A proposal submitted by a shareholder for the 1997 regular Annual
Meeting of Stockholders must be received in writing by the Secretary, BNL
Financial Corporation, P. O. Box 6600, North Little Rock, Arkansas 72124, April
1, 1997, in order to be eligible to be included in the Company's Proxy Statement
for that meeting. Any shareholder who submits such proposals must be a record or
beneficial owner of at least 1% or $1,000 in market value of securities entitled
to be voted at the meeting, have held such securities for at least one year, and
continue to hold such securities through the date on which the meeting is held.
OTHER MATTERS
As far as is known or has been determined, no business other than the
matters referred to herein will come before the Annual Meeting. However, it is
intended that the proxy solicited herein will be voted on any other matters that
may properly come before the Meeting in the discretion of the person or persons
voting such proxy.
FORM 10-KSB
Upon written request to the Secretary, BNL Financial Corporation, P. O.
Box 6600, North Little Rock, Arkansas 72124, shareholders will be provided a
copy of the Company's report on Form 10-KSB for the year ended December 31, 1996
without charge.
14
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PROXY BNL FINANCIAL CORPORATION PROXY
THE UNDERSIGNED HEREBY APPOINTS WAYNE E. AHART AND KENNETH TOBEY, OR
EITHER OF THEM (UNLESS THEIR NAMES ARE STRICKEN), OR
_______________________________, PROXIES FOR THE UNDERSIGNED, WITH FULL POWER OF
SUBSTITUTION, TO REPRESENT THE UNDERSIGNED AND TO VOTE ALL SHARES OF COMMON
STOCK OF BNL FINANCIAL CORPORATION (THE "COMPANY") WHICH THE UNDERSIGNED IS
ENTITLED TO VOTE AT THE ANNUAL MEETING OF SHAREHOLDERS OF THE COMPANY TO BE HELD
AT THE HOLIDAY INN AIRPORT, I-440 AT THE AIRPORT EXIT, LITTLE ROCK, ARKANSAS, ON
TUESDAY, MAY 20, 1997 AT 11:00 A.M. AND ALL ADJOURNMENTS THEREOF, AS FULLY AS
THE UNDERSIGNED COULD DO IF PERSONALLY PRESENT, ON THE MATTERS SET OUT BELOW AS
DESCRIBED IN THE COMPANY'S PROXY STATEMENT AND IN THEIR DISCRETION UPON ANY
OTHER BUSINESS WHICH MAY PROPERLY COME BEFORE SAID MEETING. THIS PROXY, WHEN
PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE BOARD
OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS AND APPOINTMENT OF
SMITH, CARNEY & CO., P.C., AS SET FORTH IN THE PROXY STATEMENT.
1. ELECTION OF THE FOLLOWING 19 DIRECTORS: WAYNE E. AHART, C. DON BYRD, KENNETH
TOBEY, BARRY N. SHAMAS, CECIL ALEXANDER, RICHARD BARCLAY, EUGENE A. CERNAN,
HAYDEN FRY, JOHN GREIG, ROY KEPPY, THOMAS LANDRY, ROY LEDBETTER, JOHN E. MILLER,
JAMES A. MULLINS, C. JAMES MCCORMICK, ROBERT R. RIGLER, CHRIS SCHENKEL, L.
STANLEY SCHOELERMAN,AND ORVILLE SWEET.
____ FOR ALL NOMINEES LISTED ABOVE ____WITHHOLD AUTHORITY TO VOTE
EXCEPT VOTE WITHHELD FROM THE FOR NOMINEES LISTED
ABOVE FOLLOWING NOMINEES (IF ANY):
----------------------------------
2. PROPOSAL TO RATIFY THE SELECTION OF SMITH, CARNEY & CO., P.C. AS THE
COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 1997.
____FOR ____AGAINST ____ABSTAIN
3. IN THEIR DISCRETION, ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING.
DATE: __________________________________, 1997
PHONE NO.___________________________________
SIGNATURE OF SHAREHOLDER(S)_____________________________________________
SIGNATURE OF SHAREHOLDER(S)_____________________________________________
WHERE STOCK IS REGISTERED JOINTLY IN THE NAMES OF TWO OR MORE PERSONS ALL SHOULD
SIGN. PLEASE SIGN ABOVE EXACTLY AS NAME(S) APPEAR AT LEFT. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR, GUARDIAN, CUSTODIAN, OR CORPORATE OFFICIAL,
PLEASE GIVE YOUR FULL TITLE AS SUCH.
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