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BNL Financial Corp – ‘DEF 14A’ for 12/31/00

On: Monday, 5/7/01, at 3:01pm ET · For: 12/31/00 · Accession #: 757641-1-500003 · File #: 0-16880

  As Of                Filer                Filing    For·On·As Docs:Size

 5/07/01  BNL Financial Corp                DEF 14A    12/31/00    1:37K

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Proxy Statement                                       12     63K 

DEF 14A 1st Page of 12 TOC ↑Top Previous Next ↓Bottom Just 1st
 
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
of
 BNL FINANCIAL CORPORATION

To Be Held June 13, 2001

         The Annual Meeting of Shareholders of BNL Financial Corporation will be
held at the Holiday Inn Airport, I-440 Airport Exit, Little Rock, Arkansas,     
commencing at 1:30 p.m., local time, (and thereafter as it may be from time to  
time adjourned) for the following purposes:                                     

1.   To elect eighteen 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, 2001.                                                    

3.   To transact such other business as may properly come before the meeting.   

       The close of business on April 15, 2001, 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                                                                    
May 09, 2001                                                                    

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.               

DEF 14A 2nd Page of 12 TOC 1st Previous Next ↓Bottom Just 2nd
 PROXY STATEMENT

 BNL FINANCIAL CORPORATION

 GENERAL INFORMATION

      This Proxy Statement and accompanying proxy form are being mailed to
shareholders on or about May ___, 2001, in connection with the solicitation of  
proxies by the Board of Directors of BNL Financial Corporation ("BNL" or the    
"Company") to be voted at the Annual Meeting of Shareholders of the Company to  
be held at the Holiday Inn Airport, I-440 Airport Exit, Little Rock, Arkansas,  
commencing on June 13, 2001, 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, no par value, (the "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 Annual Meeting
at any time prior to the voting thereof.                                        

         Only shareholders of record at the close of business on April 15, 2001,
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.                       

Quorum; Abstentions; Broker Non-Votes:                                          

   The required quorum for the transaction of business at the Annual
Meeting is the presence, in person or by proxy, of a majority of the votes      
entitled to be cast with respect to a matter to be acted upon at the Annual     
Meeting.                                                                        

        The Company will count abstentions in determining both the presence or
absence of a quorum for the transaction of business at the Annual Meeting, as   
well as with respect to the total number of votes cast with respect to a matter 
to be acted upon at the Annual Meeting. Accordingly, abstentions will have the  
same effect as a vote against a proposal.                                       

       Broker non-votes, if any, will be counted for purposes of determining
the presence or absence of a quorum for the transaction of business at the      
Annual Meeting, but will not be counted for purposes of determining the number  
of votes cast with respect to a matter to be acted upon at the Annual Meeting.  

DEF 14A 3rd Page of 12 TOC 1st Previous Next ↓Bottom Just 3rd
BENEFICIAL OWNERSHIP OF COMMON STOCK

Principal Shareholders:                                                         

         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 April  
15, 2001:                                                                       

                                                        [Enlarge/Download Table]

                                                            Amount and Nature of                           
                                  Name and Address of            Beneficial                                
    Title of Class                 Beneficial Owner             Ownership (1)       Percent of Class       
    --------------                 -----------------            -------------       ----------------       

------------------------ --------------------------------- ------------------------ -----------------------
                                                                                                           

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  (10.36% of Class) held in the name of National                           
     Iowa  Corporation and 2,178,926 shares (9.40% of Class) held in the name of                           
     Arkansas National Corporation, both of which are controlled by Mr. Ahart.                             

(4)  Includes  1,400,000  shares  (6.04%  of  Class)  held  in the  name of Life                           
     Industries of Iowa, Inc. and 1,335,171  shares (5.76% of Class) held in the                           
     name of Arkansas  Industries  Corporation,  both of which are controlled by                           
     Mr. Shamas.                                                                                           

(5)  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                                                           
</FN>                                                                                                      

DEF 14A 4th Page of 12 TOC 1st Previous Next ↓Bottom Just 4th
Security Ownership of Management:                                               

The following table sets forth, as of April 15, 2001, 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:      

                                                        [Enlarge/Download Table]


                                                            Amount and Nature of                           
                              Name of                            Beneficial                                
    Title of Class       Beneficial Owner                         Ownership (1)        Percent of Class    
    --------------       ----------------                  ---------------------       ----------------    
                                                                                                           

        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                              46,088                  .20%         

        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           Roy Ledbetter                                37,088                  .16%         

        Common           John E. Miller                               46,088                  .20%         

        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           All Officers and Directors                                                        
                         as a group (18  persons)                 10,562,859                45.58%         
------------------------ --------------------------------- ------------------------ -----------------------
<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)  Includes  2,400,000  shares  (10.36% of Class) held in the name of National                           
     Iowa  Corporation and 2,178,926 shares (9.40% of Class) held in the name of                           
     Arkansas National Corporation, both of which are controlled by Mr. Ahart.                             

(3)  Includes  1,400,000  shares  (6.04%  of  Class)  held  in the  name of Life                           
     Industries of Iowa, Inc. and 1,335,171  shares (5.76% of Class) 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 (0.06% of Class) held in the name of Mr.  McCormick                           
     and 123,376 shares (0.53% of Class)  divided  equally among and held in the                           
     names of Mr. McCormick's four children.                                                               
</FN>                                                                                                      

DEF 14A 5th Page of 12 TOC 1st Previous Next ↓Bottom Just 5th
 ELECTION OF DIRECTORS
(Item 1)
Directors:                                                                      

Under the Bylaws of the Company, the Shareholders are to elect
Directors at the Annual Meeting to hold office until the next Annual Meeting of 
Shareholders. 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, the number of Directors will be reduced accordingly   
with no replacement to be named. 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.                               

The nominees are as follows:                                  

                                           First Became Director
Name                         Age              or Executive Officer  
-----------------------------   ---------    ---------------------------------  

Wayne E. Ahart                    61                     1984                   

C. Don Byrd                       60                     1984                   

Kenneth Tobey                     42                     1988                   

Barry N. Shamas                   54                     1984                   

Cecil Alexander                   65                     1989                   

Richard Barclay                   63                     1989                   

Eugene A. Cernan                  67                     1989                   

Hayden Fry                        72                     1984                   

John Greig                        66                     1984                   

Roy Keppy                         78                     1984                   

Roy Ledbetter                     71                     1989                   

John E. Miller                    72                     1988                   

James A. Mullins                  67                     1984                   

C. James McCormick                76                     1984                   

Robert R. Rigler                  78                     1989                   

Chris Schenkel                    77                     1989                   

L. Stanley Schoelerman            76                     1984                   

Orville Sweet                     77                     1984                   

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 1981-1987) and its subsidiary Liberty American 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 Vice Chairman of the Board of BNL, BNL Equity, ("BNLE") and
BNLAC since August 1, 1994.  Mr. 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.                             

DEF 14A 6th Page of 12 TOC 1st Previous Next ↓Bottom Just 6th
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 served 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, 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 retired as Vice President of Public Affairs for Arkansas     
Power & Light Company , where he had 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 Beall, Barclay, & Co.,    
Certified Public Accountants in Rogers, Arkansas and the Director of the        
Department of Finance and Administration of the State of 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 as Advisory Director of  
Regions Bank; and Vice President, Arkansas State Chamber of Commerce.           

Eugene A. Cernan has been President and Chairman of the Board of The Cernan     
Corporation, since 1981. In addition, he recently became Chairman of the Board  
of Johnson Engineering Corporation which provides the National Aeronautics and  
Space Administration (NASA) with Flight Crew Systems Development. 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 United States 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 USSR on the     
Apollo-Soyuz Mission. Captain Cernan served as Executive Consultant- Aerospace  
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 Micro Space; 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 was Head Football Coach at the University of Iowa from 1979 to 1998. 
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.                                                         

DEF 14A 7th Page of 12 TOC 1st Previous Next ↓Bottom Just 7th
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.                                                                      

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  Emeritus 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 was a member of the State of Arkansas House of Representatives   
from 1959 until 1999. 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, 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 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 is a retired 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 was President and a partner of Petersen Sheep & Cattle   
Co., Spencer, Iowa from 1964 to 2000. 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.         

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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 four meetings during the
year ended December 31, 2000. Messrs. Alexander, Cernan, Fry, Keppy, McCormick, 
and Schenkel 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 fiscal year 2000 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.                                   

Report of the Board of Directors as to Audit Matters:                     

     The Company  currently does not have an audit committee.  The full Board of
Directors of the Company  discusses  and  considers  those  matters  which might
otherwise be addressed by an audit committee.                                   

     During fiscal year 2000, the Board of Directors has met with senior members
of the  Company's  management,  as well as the Company's  independent  auditors.
Management has reviewed the audited financial statements in the Company's Annual
Report on Form 10-KSB with the Board of Directors.                              

     The Board of Directors also discussed with the independent auditors matters
required to be  discussed  by the  auditors  with the Board of  Directors  under
Statement on Accounting  Standards  No. 61. The Board of Directors  received and
discussed with the auditors  their annual  written report on their  independence
from the Company and its management,  in accordance with Independence  Standards
Board Standard No. 1.                                                           

     Based on those reviews and  discussions,  and the report of the independent
auditors,  the  Board of  Directors  has  approved  that the  audited  financial
statements  be included in the  Company's  Annual  Report on Form 10-KSB for the
year ended  December  31,  2000,  for filing with the  Securities  and  Exchange
Commission.                                                                     

                                       Respectfully,

                                               BOARD OF DIRECTORS OF
                                                   BNL FINANCIAL CORPORATION

Wayne E. Ahart, C. Don Byrd,  Kenneth Tobey,  Barry N. Shamas,  Cecil Alexander,
Richard  Barclay,  Eugene A.  Cernan,  Hayden Fry,  John Greig,  Roy Keppy,  Roy
Ledbetter,  John E. Miller,  James A.  Mullins,  C. James  McCormick,  Robert R.
Rigler, Chris Schenkel, L. Stanley Schoelerman, Orville Sweet                   

Executive Officers:                                                             

The executive officers of the Company are as follows:         

                                                        [Enlarge/Download Table]


                                                             Officer                                             
           Name                         Age                   Since              Position(s)                     
---------------------------- --------------------------- ---------------- ---------------------------------------
                                                                                                                 

Wayne E. Ahart                            61                  1984        Chief Executive Officer and Chairman   
                                                                          of the Board                           

C. Don Byrd                               60                  1984        Vice Chairman of the Board             

Kenneth Tobey                             42                  1988        President                              

Barry N. Shamas                           54                  1984        Executive Vice President and           
                                                                          Treasurer                              

        The Company's executive officers serve at the pleasure of the Board of
Directors. Each of the above officers also holds the same office in BNLAC.      

DEF 14A 9th Page of 12 TOC 1st Previous Next ↓Bottom Just 9th
Executive Compensation                                                          

The following table sets forth certain information regarding remuneration of    
executive officers in excess of $100,000 during the three years ended December  
31.                                                                             

SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]


                                                                                 Long Term Compensation                
                                                                                 ----------------------                
                                        Annual Compensation                             Awards                         
                                ------------------------------------                                                   
            (A)                 (B)       (C)          (D)         (E)           (F)            (H)           (I)      

                                                                  Other       Restricted                               
     Name and Principal                                           Annual         Stock        LTIP          All Other  
          Position             Year      Salary      Bonus      Compensation    Award(s)      Payouts      Compensation
----------------------------- ------- ------------- ---------- ------------ --------------- ------------- ------------ 
                                                                                                                       

Wayne E. Ahart, CEO            2000     $125,000      $10,739      $10,025        $0             $0           $0       
             "                 1999     $125,000           $0       $9,416        $0             $0           $0       
             "                 1998     $125,000           $0       $8,605        $0             $0           $0       

 Barry N. Shamas, Executive                                                                                            
            V.P.               2000     $106,700      $10,189       $7,220        $0             $0           $0       
             "                 1999     $95,000            $0       $1,096        $0             $0           $0       
             "                 1998     $95,000            $0       $1,671        $0             $0           $0       

    C. Donald Byrd, Vice                                                                                               
   Chairman of the Board       2000     $90,000       $58,031       $3,893        $0             $0           $0       
             "                 1999     $80,500            $0       $3,463        $0             $0           $0       
             "                 1998     $79,375            $0       $3,101        $0             $0           $0       

  Kenneth Tobey, President     2000     $75,000       $56,781       $2,874        $0             $0           $0       
             "                 1999     $65,500            $0       $2,643        $0             $0           $0       
             "                 1998     $64,375            $0       $2,331        $0             $0           $0       


The total number of executive officers of the Company is four and the total     
remuneration paid to all executive officers, as a group is $556,451 including   
accrued bonuses of $50,000 each for Mr. Byrd and Mr. Tobey under the Company's  
stock bonus plan. 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.                     

Compensation of Directors:                                                      

Each Director receives a fee of $500, plus reasonable travel expenses,  for each
meeting of the Board of Directors attended.  No said Director receives any other
remuneration in their 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 Company subject to specific          
guidelines. No stock bonus can be granted under the plan unless the Company has 
consolidated after-tax profits of at least $250,000. For the fiscal year ended  
December 31, 2000, bonuses of $50,000 were accrued under the plan to each of    
Messrs. Byrd and Tobey. 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.                 

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    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, 2000, 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 1,452,719 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 is not traded on any public market or
exchange. From time to time the Company attempts to facilitate isolated private 
sales by providing shareholders who desire to sell their shares with names of   
persons who have expressed a desire to buy. The Company has no information      
regarding the terms on which such private transactions may have occurred.       

 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(Item 2)

The Board of Directors has selected Smith, Carney & Co., p.c.,
(formerly Amend, Smith & Co.) as the independent public accountant to examine   
the accounts of the Company for 2001. In accordance with the resolution of the  
Board, this selection is being presented to the Shareholders for ratification or
disapproval at this Annual Meeting. The Board recommends that the Shareholders  
vote "FOR" such ratification. It is not presently anticipated that a            
representative of the firm of Smith, Carney & Co. will be present at the Annual 
Meeting; however, should such a 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.                                               

          Fees  Billed to BNL  Financial  Corporation  and its  subsidiaries  by
Smith, Carney & Co., p.c. for the Fiscal Year Ended December 31, 2000:          

          The fees billed to the Company by Smith,  Carney & Co.,  p.c.  for the
fiscal year ended December 31, 2000, are as follows:                            

Audit Fees                                                                      

        Fees billed to us by Smith,  Carney & Co., p.c. for the audit of our
2000 annual financial  statements and the review of our financial statemtentsed 
included in our quarterly reports on Form 10-QSB for 2000 totaled $70,700.      

Financial Information Systems Design and Implementation Fees                    

          We did  not  engage  Smith,  Carney  & Co.,  p.c.  to  provide  advice
regarding  financial  information  systems design and implementation  during the
fiscal year ended December 31, 2000.                                            

All Other Fees                                                                  

        Aggregate fees billed for all other services rendered by Smith, Carney
& Co., p.c. were $15,480 for the fiscal year ended December 31, 2000. These     
services primarily included assistance with filings made pursuant to the        
Securities Exchange Act of 1934, as amended, accounting technical advice, and   
income and other tax consulting.                                                

DEF 14A 11th Page of 12 TOC 1st Previous Next ↓Bottom Just 11th
     In view of the insignificant amount of non-audit fees involved, the
Company's Board of Directors has not considered whether the provision           
of non-audit services is compatible with maintaining the independence of Smith, 
Carney & Co., p.c.                                                              

 PROPOSALS BY SHAREHOLDERS

   A proposal submitted by a shareholder for the 2002 regular Annual
Meeting of Shareholders must be received in writing by the Secretary, BNL       
Financial Corporation, P. O. Box 6600, North Little Rock, Arkansas 72124, no    
later than November 1, 2001, 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 $2,000 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 Annual Report on Form 10-KSB for the year ended December  
31, 2000 without charge.                                                        

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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 Airport Exit, Little Rock, AR 72295, on    
Wednesday, June 13, 2001 at 1:30 p.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 the Company's independent auditors as more fully   
set forth in the Proxy Statement.                                               

1. Election of the following 18 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,  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, 2001.           

____FOR                   ____AGAINST                ____ABSTAIN      

3. In their  discretion,  on such other  matters as may properly come before the
meeting.                                                                        

Date: _____________________________, 2001  Phone No.___________________________ 

---------------------------                  ---------------------------------- 
Signature of Shareholder(s)                  Signature of Shareholder(s)        

Please sign above exactly as name(s)  appear at left.  Where stock is registered
jointly in the names of two or more  persons ALL should  sign.  When  signing as
attorney, executor,  administrator,  guardian, custodian, or corporate official,
please give your full title as such.  Please  mark,  sign,  date and return this
Proxy promptly using the enclosed self-addressed, postage prepaid envelope.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEF 14A’ Filing	Date	First	Last	Other Filings

	12/31/01	1	12	10-K, 8-K, DEF 14A
	11/1/01	11
	6/13/01	1	12
	5/9/01	1
Filed on:	5/7/01
	4/15/01	1	4
For Period End:	12/31/00	8	11	10KSB, NT 10-K
	8/1/94	5	6
				List all Filings

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BNL Financial Corp – ‘DEF 14A’ for 12/31/00

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Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Definitive Proxy Solicitation Material — Schedule 14A
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