-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NUjol8w1ayib3tQCrGMjLOFTR4GIsfXoq/xEKYJ14sU2kmF/wTE70ArdzSEBlH+x s106yFSx+cbE/d1BvXZBzA== 0000897069-99-000055.txt : 19990211 0000897069-99-000055.hdr.sgml : 19990211 ACCESSION NUMBER: 0000897069-99-000055 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990210 GROUP MEMBERS: DONALD A. YACKTMAN GROUP MEMBERS: YACKTMAN ASSET MANGEMENT CO GROUP MEMBERS: YACKTMAN FUND INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BANDAG INC CENTRAL INDEX KEY: 0000009534 STANDARD INDUSTRIAL CLASSIFICATION: TIRES AND INNER TUBES [3011] IRS NUMBER: 420802143 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-32705 FILM NUMBER: 99528185 BUSINESS ADDRESS: STREET 1: 2905 NORTH HIGHWAY 61 STREET 2: BANDAG HEADQUARTERS CITY: MUSCATINE STATE: IA ZIP: 52761-5886 BUSINESS PHONE: 3192621400 MAIL ADDRESS: STREET 1: 2905 N HIGHWAY 61 STREET 2: BANDAG HEADQUARTERS CITY: MUSCATINE STATE: IA ZIP: 52761-5886 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: YACKTMAN FUND INC CENTRAL INDEX KEY: 0000885980 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 363831621 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 303 W MADISON ST CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126412400 MAIL ADDRESS: STREET 1: 207 E BUFFALO ST STREET 2: STE 400 CITY: MILWAUKEE STATE: WI ZIP: 53202 SC 13G/A 1 SCHEDULE 13G AMENDMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* BANDAG, INCORPORATED - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 059815308 ---------------------------------------------------- (CUSIP Number) December 31, 1998 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |X| Rule 13d-1(b) |_| Rule 13d-1(c) |_| Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 7 Pages - ---------------------- CUSIP No. 353469 10 9 - ---------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Donald A. Yacktman 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 5 SOLE VOTING POWER -0- SHARES BENEFICIALLY 6 SHARED VOTING POWER 49,900 (see footnote 1) OWNED BY EACH 7 SOLE DISPOSITIVE POWER -0- REPORTING PERSON 8 SHARED DISPOSITIVE POWER 413,100 (see footnote 1) WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 413,100 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.55% (see footnote 2) 12 TYPE OF REPORTING PERSON* IN 1 Represents shares beneficially owned by Yacktman Asset Management Co.; the undersigned holds 100% of the outstanding shares of capital stock of Yacktman Asset Management Co. 2 Based upon an aggregate of 9,070,159 shares outstanding at October 31, 1998. Page 2 of 7 Pages - ---------------------- CUSIP No. 353469 10 9 - ---------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Yacktman Funds, Inc. - 36-3831621 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Maryland NUMBER OF 5 SOLE VOTING POWER 347,700 SHARES BENEFICIALLY 6 SHARED VOTING POWER -0- OWNED BY EACH 7 SOLE DISPOSITIVE POWER -0- REPORTING PERSON 8 SHARED DISPOSITIVE POWER -0- WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 347,700 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.83% (see footnote 1) 12 TYPE OF REPORTING PERSON* IV 1 Based upon an aggregate of 9,070,159 shares outstanding at October 31, 1998. Page 3 of 7 pages - ---------------------- CUSIP No. 353469 10 9 - ---------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Yacktman Asset Management Co. - 36-3780592 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF 5 SOLE VOTING POWER 49,900 SHARES BENEFICIALLY 6 SHARED VOTING POWER -0- OWNED BY EACH 7 SOLE DISPOSITIVE POWER 413,100 REPORTING PERSON 8 SHARED DISPOSITIVE POWER -0- WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 413,100 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.55% (see footnote 1) 12 TYPE OF REPORTING PERSON* IA 1 Based upon an aggregate of 9,070,159 shares outstanding at October 31, 1998. Page 4 of 7 Pages This Amendment No. 1 to the undersigned's Schedule 13G, which was originally filed on February 5, 1998 (the "Schedule 13G") with regard to Bandag, Incorporated (the "Issuer") is being filed to amend Item 4 and 5 of the Schedule 13G. Except as expressly stated herein, there have been no material changes in the information set forth in the Schedule 13G. Item 4. Ownership: Donald A. Yacktman (a) Amount Beneficially Owned: 413,100 (b) Percent of Class: 4.55% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: -0- (ii) shared power to vote or to direct the vote: 49,900 (iii) sole power to dispose or to direct the disposition of: -0- (iv) shared power to dispose or to direct the disposition of: 413,100 The Yacktman Funds, Inc. (a) Amount Beneficially Owned: 347,700 (b) Percent of Class: 3.83% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 347,700 (ii) shared power to vote or to direct the vote: -0- (iii) sole power to dispose or to direct the disposition of: -0- (iv) shared power to dispose or to direct the disposition of: -0- Yacktman Asset Management Co. (a) Amount Beneficially Owned: 413,100 (b) Percent of Class: 4.55% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 49,900 (ii) shared power to vote or to direct the vote: -0- (iii) sole power to dispose or to direct the disposition of: 413,100 (iv) shared power to dispose or to direct the disposition of: -0- Page 5 of 7 Pages Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following |X|. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 5, 1999 Date /s/ Donald A. Yacktman Donald A. Yacktman THE YACKTMAN FUNDS, INC. By: /s/ Donald A. Yacktman Donald A. Yacktman President YACKTMAN ASSET MANAGEMENT CO. By: /s/ Donald A. Yacktman Donald A. Yacktman President Page 6 of 7 Pages EX-99.1 2 EXHIBIT 1 EXHIBIT 1 AGREEMENT dated as of February 5, 1999, by and among Donald A. Yacktman ("Yacktman"), Yacktman Asset Management Co., an Illinois corporation ("Yacktman Asset Management") and The Yacktman Funds, inc., a Maryland corporation (the "Yacktman Funds"). WHEREAS, in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934 (the "Act"), only one such statement need be filed whenever two or more persons are required to file a statement pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such statement is filed on behalf of each of them. NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows: Each of Yacktman, Yacktman Asset Management and The Yacktman Funds hereby agree, in accordance with Rule 13d-1(k) under the Act, to file one Statement on Schedule 13G relating to their ownership of the Common Stock of Bandag, Incorporated and hereby further agree that said Statement shall be filed on behalf of each of Yacktman, Yacktman Asset Management and The Yacktman Funds. Nothing herein shall be deemed to be an admission that the parties hereto, or any of them are members of a "group" (within the meaning of Section 13(d) of the Act and the rules promulgated thereunder) with respect to any securities of Bandag, Incorporated. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. /s/ Donald A. Yacktman Donald A. Yacktman THE YACKTMAN FUNDS, INC. By: /s/ Donald A. Yacktman Donald A. Yacktman President YACKTMAN ASSET MANAGEMENT CO. By: /s/ Donald A. Yacktman Donald A. Yacktman President Page 7 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----