-----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, TpW3mpay+jamqk2oO9+Wr/x9ForoN6Hn2cKD/w5OJqYGY/sWK6gSo11znf2Frun4 4loNXtJDvwc7JQms9ZG9tQ== 0000897069-02-000448.txt : 20020612 0000897069-02-000448.hdr.sgml : 20020612 20020612164424 ACCESSION NUMBER: 0000897069-02-000448 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020612 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32705 FILM NUMBER: 02677533 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: CARVER LUCILLE A CENTRAL INDEX KEY: 0000941968 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BANDAG CENTER STREET 2: 2905 NORTH HIGHWAY 61 CITY: MUSCATINE STATE: IA ZIP: 52761-5886 BUSINESS PHONE: 3192621400 MAIL ADDRESS: STREET 1: BANDAG CENTER STREET 2: 2905 NORTH HIGHWAY 61 CITY: MUSCATINE STATE: IA ZIP: 52761-5886 SC 13D/A 1 sdc138a.txt 13D AMENDMENT NO. 20 - BANDAG INC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 20) Bandag, Incorporated - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 059815-100 ------------------------------------------------------------------------ (CUSIP Number) Phillip J. Hanrahan Foley & Lardner 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 (414) 271-2400 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 4, 2002 ------------------------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. * 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). - ---------------------------------------- ------------------------ CUSIP No. 059815-100 Page 2 of 6 Pages - ---------------------------------------- ------------------------ ================================================================================ 1 NAME OF REPORTING PERSON Lucille A. Carver - -------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------- ---------------------------------------------------------------------- 3 SEC USE ONLY - -------- ---------------------------------------------------------------------- SOURCE OF FUNDS* 4 Not Applicable - -------- ---------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------- ---------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 -------- -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 1,114,746 (See Item 5) -------- -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 -------- -------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 1,114,746 (See Item 5) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,114,746 (See Item 5) - -------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------- ---------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 11% (See Item 5) - -------- ---------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 IN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. ================================================================================ - ---------------------------------------- ------------------------ CUSIP No. 059815-100 Page 3 of 6 Pages - ---------------------------------------- ------------------------ Item 1. Security and Issuer. This Amendment No. 20 to Schedule 13D relates to shares of Common Stock, par value $1.00 per share (the "Common Stock"), of Bandag, Incorporated, an Iowa corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 2905 North Highway 61, Muscatine, Iowa 52761. Item 2. Identity and Background. (a), (b), (c) and (f): This Amendment No. 20 to Schedule 13D is being filed on behalf of Lucille A. Carver, a United States citizen (the "Reporting Person"), whose business address is 2905 North Highway 61, Muscatine, Iowa 52761. The Reporting Person currently is retired. (d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. On June 4, 2002, the Reporting Person contributed 2,615,685 shares of Common Stock and 3,312,060 shares of the Issuer's non-voting Class A Common Stock (the "Class A Common Stock") to Carver Partners LP, a Delaware limited partnership (the "Partnership"), in exchange for a limited partnership interest in the Partnership. Item 4. Purpose of Transaction. The contribution of Common Stock (and Class A Common Stock) discussed in Item 3 above was effected to facilitate the holding and management of the Issuer's stock in an investment vehicle. (a) The Reporting Person has proposed to sell (i) 1,114,746 shares of the Issuer's Class B Common Stock, par value $1.00 per share (the "Class B Common Stock") beneficially owned by her, as well as (ii) 423,696 shares of Class A Common Stock beneficially owned by her to the Issuer. This proposal has not yet been approved or disapproved by the Issuer's Board of Directors, but the Reporting Person anticipates a decision from the Issuer's Board of Directors in the near future. Except as disclosed in this Item 4, the Reporting Person currently has no intention, plan or proposal, though the Reporting Person reserves the right to subsequently devise or implement any such plan or proposal, with respect to: (b) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries; - ---------------------------------------- ------------------------ CUSIP No. 059815-100 Page 4 of 6 Pages - ---------------------------------------- ------------------------ (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter or bylaws, or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of the Issuer's equity securities becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. To the best of the Reporting Person's knowledge and based on information obtained from the Issuer, the aggregate number of shares of Common Stock of the Issuer outstanding on April 30, 2002 is 9,079,431 shares and the aggregate number of shares of Class B Common Stock outstanding on April 30, 2002 is 2,037,200 shares. Each share of Class B Common Stock is convertible at the option of the holder into one share of Common Stock. Pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended, the Reporting Person is deemed to have beneficial ownership of the shares of Common Stock which may be acquired upon conversion of the Reporting Person's Class B Common Stock. The beneficial ownership percentages set forth in this Schedule 13D for the Reporting Person are calculated in accordance with the provisions of Rule 13d-3 and are based upon 9,079,431 shares of Common Stock outstanding plus such number of shares of Common Stock which may be issued to the Reporting Person upon conversion of her Class B Common Stock. (a)-(b) The Reporting Person beneficially owns 1,114,746 shares of Class B Common Stock (which is entitled to ten votes per share), which she possesses the right to vote and dispose of. Therefore, she is deemed to beneficially own the 1,114,746 shares of Common Stock which may be issued to her upon conversion of the shares of Class B Common Stock beneficially owned by her, representing approximately 11% of the issued and outstanding Common Stock. Such shares are subject to a power of attorney in favor of Martin G. Carver and Roy J. Carver, Jr., acting together. The 1,114,746 shares of Class B Common Stock owned by the Reporting Person represent approximately 38% of the total voting power of the Issuer. Martin G. Carver and Roy J. Carver, Jr., acting together, share voting and investment power over all 1,114,746 shares of the Common Stock beneficially owned by the Reporting Person pursuant to the power of attorney. (c) On June 4, 2002, the Reporting Person contributed 2,615,685 shares of Common Stock to the Partnership, in exchange for a limited partnership interest in the Partnership. - ---------------------------------------- ------------------------ CUSIP No. 059815-100 Page 5 of 6 Pages - ---------------------------------------- ------------------------ (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. None. Item 7. Material to be Filed as Exhibits. Exhibit 1. Power of Attorney. - ---------------------------------------- ------------------------ CUSIP No. 059815-100 Page 6 of 6 Pages - ---------------------------------------- ------------------------ SIGNATURES 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. Date: June 12, 2002 LUCILLE A. CARVER By: /s/ Martin G. Carver --------------------------------------- Martin G. Carver, Attorney-in-Fact By: /s/ Roy J. Carver, Jr. --------------------------------------- Roy J. Carver, Jr., Attorney-in-Fact EX-99.1 3 sdc138b.txt POWER OF ATTORNEY GENERAL POWER OF ATTORNEY 1. Designation of Attorney-in-Fact I, Lucille A. Carver, of Muscatine, Iowa appoint my sons, Martin G. Carver, of Muscatine, Iowa, and Roy J. Carver, Jr., of Davenport, Iowa, jointly only, my Attorney-in-Fact. Neither of my said attorneys-in-fact is authorized to act separately. I hereby revoke any and all general powers of attorney that may have been previously executed by me, but specifically excepting any powers of attorney for health care decisions which I may have previously executed. 2. Powers of Attorney-in-Fact. My Attorney-in-Fact shall have full power and authority to manage and conduct all of my affairs, with full power and authority to exercise or perform any act, power, duty, right or obligation I now have or may hereafter acquire the legal right, power and capacity to exercise or perform. The power and authority of my Attorney-in-Fact shall include, but not be limited to, the power and authority: A. To buy, acquire, obtain, take or hold possession of any property or property rights and to retain such property, whether income producing or non-income producing; B. To sell, convey, lease, manage, care for, preserve, protect, insure, improve, control, store, transport, maintain, repair, remodel, rebuild and in every way deal in and with any of my property or property rights, now or hereafter owned by me, and to establish and maintain reserves for improvements, upkeep and obsolescence; to eject or remove tenants or other persons and to recover possession of such property. This includes the right to convey or encumber my homestead legally described as follows: C. To pay my debts; to borrow money, mortgage and grant security interests in property; to complete, extend, modify or renew any obligations, either secured, unsecured, negotiable or non-negotiable, at a rate of interest and upon terms satisfactory to my Attorney-in-Fact; to lend money, either with or without collateral; to extend or secure credit; and to guarantee and insure the performance and payment of obligations of another person or entity; D. To open, maintain or close accounts, brokerage accounts, savings and checking accounts; to purchase, renew or cash certificates of deposit, to conduct any business with any banking or lending institution in regard to any of my accounts or certificates of deposit, to write checks, make deposits, make withdrawals and obtain bank statements, passbooks, drafts, money orders, warrants, certificates or vouchers payable to me by any person or entity, including the United States of America, and expressly including the right to sell or cash U.S. Treasury Securities and Series E, EE, and H and HH Bonds; E. To have full access to any safety deposit boxes and their contents; F. To pay all city, county, state or federal taxes and to receive appropriate receipts therefore; to prepare, execute, file and obtain from the government income and other tax returns and other governmental reports, applications, requests and documents, to take any appropriate action to minimize, reduce or establish non-liability for taxes; to sue or take appropriate action for refunds of same; to appear for me before the Internal Revenue Service or any other taxing authority in connection with any matter involving federal, state or local taxes in which I may be a party, giving my Attorney-in-Fact full power to do everything necessary to be done and to receive refund checks; to execute waivers of the statute of limitations and to execute closing agreements on my behalf; G. To act as proxy, with full power of substitution, at any corporate meeting and to initiate corporate meetings for my benefit as stockholder, in respect to any stocks, stock rights, shares, bonds, debentures or other investments, rights or interests; H. To invest, re-invest, sell or exchange any assets owned by me and to pay the assessments and charges therefore; to obtain and maintain life insurance upon my life or upon the life of anyone else; to obtain and maintain any other types of insurance policies; to continue any existing plan of insurance or investment; I. To defend, initiate, prosecute, settle, arbitrate, dismiss or dispose of any lawsuits, administrative hearings, claims, actions, attachments, injunctions, arrests or other proceedings, or otherwise participate in litigation which might affect me; J. To carry on my business or businesses; to begin new businesses; to retain, utilize or increase the capital of any business; to incorporate or operate as a general partnership, limited partnership or sole proprietorship any of my businesses; K. To employ professional and business assistance of all kinds, including, but not limited to, attorneys, accountants, real estate agents, appraisers, salesmen and agents; L. To apply for benefits and participate in programs offered by any governmental body, administrative agency, person or entity; M. To transfer to the trustee of any revocable trust created by me, if such trust is in existence at the time, any and all property of mine (excepting property held by me and any other person as joint tenants with full rights of survivorship), which property shall be held in accordance with the terms and provisions of the agreement creating such trust; N. To disclaim any interest in property passing to me from person or entity; O. To make gifts of any of my property or assets to members of my family; and to make gifts to such other persons or religious, educational, scientific, charitable or other non profit organizations to whom or to which I have an established pattern of giving; provided, however, that my Attorney-in-Fact may not make gifts of my property to himself or herself. I appoint my son, John A. Carver, of Rock Island, Illinois as my Attorney-in-Fact solely for the purpose of determining if a gift of my property to the Attorney-in-Fact appointed and acting hereunder is appropriate and to make any such gifts which are appropriate. 3. Construction. This Power of Attorney is to be construed and interpreted as a general power of attorney. The enumeration of specific items, rights, acts or powers shall not be limited or restrict the general and all-inclusive powers that I have granted to my Attorney-in-Fact. All references to property or property rights herein shall include all real, personal, tangible, intangible or mixed property. Words and phrases set forth in this Power of Attorney shall be construed as in the singular or plural number and as masculine, feminine or neuter gender according to the context. Any authority granted to my Attorney-in-Fact, however, shall be limited so as to prevent this Power of Attorney (a) from causing my Attorney-in-Fact to be taxed on my income; (b) from causing my estate to be subject to a general power of appointment (as that term is defined by Section 2041, Internal Revenue Code of 1986, as amended) by my Attorney-in-Fact; and (c) from causing my Attorney-in-Fact to have any incidents of ownership (within the meaning of Section 2042 of the Internal Revenue Code of 1986, as amended) with regard to any life insurance policies on the life of my Attorney-in-Fact. 4. Liability of Attorney-in-Fact. My Attorney-in-Fact shall not be liable for any loss sustained through an error of judgment made in good faith, but shall be liable for willful misconduct or breach of good faith in the performance of any of the provisions of this power of attorney. 5. Compensation of Attorney-in-Fact. The Attorney-in-Fact understands that this power of attorney is given without any express or implied promise of compensation to said Attorney-in-Fact. Any services performed as my Attorney-in-Fact will be done without compensation, either during my lifetime or upon my death, but the Attorney-in-Fact shall be entitled to reimbursement for all reasonable expenses incurred as a result of carrying out any provisions of this power of attorney. 6. Accounting by Attorney-in-Fact. Upon my request or the request of any conservator appointed on my behalf or the personal representative of my estate, my Attorney-in-Fact shall provide a complete accounting as to all acts performed pursuant to this power of attorney. 7. Effective Date and Durability. N.B. DELETE INAPPROPRIATE PORTIONS OF THE FOLLOWING PARAGRAPH. IF NO DELETIONS ARE MADE, THE PROVISIONS SET FORTH IN PARAGRAPHS B AND C SHALL BE DEEMED TO HAVE BEEN DELETED. A. This Power of Attorney shall be effective immediately, shall not be affected by my disability, and shall continue effective until my death; provided, however, that this Power of Attorney may be revoked by me as to my Attorney-in-Fact at any time by written notice to such Attorney-in-Fact. Dated July 6, 1994, at Muscatine, Iowa. /s/ Lucille A. Carver --------------------------------------- Lucille A. Carver STATE OF IOWA, MUSCATINE COUNTY, ss: On this 6th day of July, 1994 before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared Lucille A. Carver, to me known to be the identical person named in and who executed the foregoing instrument and acknowledged that such person executed the same as such person's voluntary act and deed. /S/ Cynthia S. Flockhart --------------------------------------- , Notary ------------------------------ Public in and for said State. - --------------- ----------------------------- NOTARIAL CYNTHIA S. FLOCKHART SEAL MY COMMISSION EXPIRES IOWA May 13, 1995 - --------------- ----------------------------- -----END PRIVACY-ENHANCED MESSAGE-----