BNL FINANCIAL CORP

expiry = 2004-07-30...EXHIBIT (a)(1)(A) BNL FINANCIAL CORPORATION OFFER TO PURCHASE FOR CASH UP TO 1,666,666 SHARES OF ITS COMMON STOCK, NO PAR VALUE, AT A PURCHASE PRICE OF $.60 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, CENTRAL DAYLIGHT TIME, ON FRIDAY, JULY 30, 2004, UNLESS THE OFFER IS EXTENDED. BNL Financial Corporation, an Iowa corporation ("BNL," the "Company," or "Purchaser"), hereby invites its stockholders to tender up to 1,666,666 shares ("Shares") of its common stock, no par value ("Common St...

mechanism = FIXED...ectors Date:_______________________________ 4 ------------------------------------------------------------------------------- EXHIBIT (a)(1)(A) BNL FINANCIAL CORPORATION OFFER TO PURCHASE FOR CASH UP TO 1,666,666 SHARES OF ITS COMMON STOCK, NO PAR VALUE, AT A PURCHASE PRICE OF $.60 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, CENTRAL DAYLIGHT TIME, ON FRIDAY, JULY 30, 2004, UNLESS THE OFFER IS EXTENDED. BNL Financial Corporation, an Iowa corporation ("BNL," the "Company," or "Purchaser"), hereby invites its stockholders to tender up to 1,666,666 shares ("Shares") of its common stock, no par value ("Com...

threshold = 100...rata basis (with appropriate adjustments to avoid purchases of fractional Shares) as described below. ODD LOTS. For purposes of the Offer, the term "Odd Lots" shall mean all Shares validly tendered prior to the Expiration Date and not withdrawn by any person who owns beneficially an aggregate of fewer than 100 Shares. As set forth above, Odd Lots will be accepted for payment before proration, if any, of the purchase of other tendered Shares. In order to qualify for this preference, an Odd Lot Holder must tender all such Shares in accordance with the procedures described in Section 3. This preference is not available to partial tenders or to beneficia...

txn_type = TENDER_OFFER...subject to Rule 13e-3 [ ] amendment to Schedule 13D under Rule 13d-2 Check the box if the filing is a final amendment reporting the results of the tender offer. [ ] 1 Item 1. Summary Term Sheet. The information set forth under the "Summary Term Sheet" in the Offer to Purchase attached hereto as Exhibit (a)(1)(A) is incorporated herein by reference. Item 2. Subject Company Information. (a) The name of the issuer is BNL Financial Corporation, an Iowa corporation, and the address of its principal executive offices is 2100 W. William Cannon, Suite L, Austin, Texas 78745 and the company's phone number is (512) 383...

untradeable = True..., subject to the Company's right to issue additional Shares and other equity securities in the future. See Section 2. WHAT IS THE MARKET PRICE OF THE SHARES? To the Company's knowledge, there are no securities dealers who make a market in the Common Stock and there is no established market for the Common Stock. The Common stock is not listed on any securities exchange and is not part of the NASDAQ system. WHAT IS THE BOOK VALUE OF THE SHARES? The book value as of December 31, 2003 was $.54 and as of March 31, 2004 was $.55 per share. WHO CAN I TALK TO IF I HAVE QUESTIONS ABOUT THE TENDER OFFER? You can call our Information Person, Pam Randolph...

accepted = 1666666...upon its earnings and the cash needs for expansion. In addition, payment of dividends by BNLAC is regulated under Arkansas insurance laws. 18 8. SOURCE AND AMOUNT OF FUNDS. Assuming that the Company purchases 1,666,666 Shares pursuant to the Offer, the Company expects that the total amount required to purchase Shares pursuant to the Offer excluding related taxes, fees and expenses will be approximately $1,000,000, which the Company expects to primarily obtain from its wholly owned subsidiary, BNLAC, in the form of dividen...

tendered = 1666666...ny's phone number is (512) 383-0220. (b) This Schedule TO relates to the offer by the Company to purchase shares of its common stock, no par value per share. The Company is offering to purchase up to 1,666,666 shares, or such lesser number of shares that are validly tendered and not properly withdrawn, of its common stock, no par value at a price of $.60 per share in cash upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 15, 2004 (the "Offer to Purchase"), and in the related Letter of Transmittal which togeth...