-----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, ATgUP4Z/OyGbeHutRLH3HdoSlLRlON80N8ipV74zQ/LyFW+xkPHTNXFoOHYTFVvR OqDBfrNHY40SmLd8j7GgZQ== 0000897069-04-000156.txt : 20040120 0000897069-04-000156.hdr.sgml : 20040119 20040120180818 ACCESSION NUMBER: 0000897069-04-000156 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040113 FILED AS OF DATE: 20040120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FOX DENNIS M CENTRAL INDEX KEY: 0001276354 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07007 FILM NUMBER: 04533460 BUSINESS ADDRESS: STREET 1: C/O BANDAG INC STREET 2: 2905 N HWY 61 CITY: MUSCATINE STATE: IA ZIP: 52761 BUSINESS PHONE: 5632621400 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 2905 NORTH HIGHWAY 61 STREET 2: BANDAG HEADQUARTERS CITY: MUSCATINE STATE: IA ZIP: 52761-5886 BUSINESS PHONE: 5632621400 MAIL ADDRESS: STREET 1: 2905 N HIGHWAY 61 STREET 2: BANDAG HEADQUARTERS CITY: MUSCATINE STATE: IA ZIP: 52761-5886 3 1 fox2.xml X0201 3 2004-01-13 0 0000009534 BANDAG INC BDG/BDGA 0001276354 FOX DENNIS M BANDAG, INCORPORATED 2905 NORTH HIGHWAY 61 MUSCATINE IA 527615886 0 1 0 0 VP, Manufacturing Design Common Stock, $1.00 Par Value 589.7049 D Class A Common Stock, $1.00 Par Value 1533.0773 D Stock Fund Unit 0.0000 Common Stock 215.7620 I By Profit Sharing Plan Stock Fund Unit 0.0000 Class A Common Stock 249.5130 I By Profit Sharing Plan Employee Stock Option (Right to Buy) 21.0938 2010-03-07 Class A Common Stock 5400.0000 D Employee Stock Option (Right to Buy) 24.3500 2011-03-13 Class A Common Stock 6400.0000 D Employee Stock Option (Right to Buy) 32.5300 2012-03-12 Class A Common Stock 5900.0000 D Employee Stock Option (Right to Buy) 27.6750 2013-02-25 Class A Common Stock 7800.0000 D Dennis M. Fox participates in the Bandag, Incorporated Restricted Stock Grant Plan ("Plan"). Column 2 of Table I includes 240 shares of Common Stock and 240 shares of Class A Common Stock held by Mr. Fox under the Plan. The shares are restricted for seven years. Represents stock fund units under the Bandag Salaried Profit Sharing, Retirement and Savings Plan ("Profit Sharing Plan"). Distributions will be made upon the earliest to occur of termination of employment, death or retirement, subject to limited exceptions. The number of underlying securities is based on the number of stock fund units, the value of these units and the Company's Common and Class A Common Stock market values as of January 13, 2004. The actual number of shares issuable upon the distribution date is not determinable since the stock fund is a unitized account consisting of Company stock and other investments. Options for 5,400 shares of Class A Common Stock with 1,640 shares vested and 1,880 shares vesting on each of March 7, 2004 and 2005. Options for 6,400 shares of Class A Common Stock with 20% vesting (1,280 shares) on each of March 13, 2002, 2003, 2004, 2005 and 2006. Options for 5,900 shares of Class A Common Stock with 25% vesting (1,475 shares) on each of March 12, 2003, 2004, 2005 and 2006. Options for 7,800 shares of Class A Common Stock with 25% vesting (1,950 shares) on each of February 25, 2004, 2005, 2006 and 2007. /s/ Fox, Dennis M. 2004-01-16 EX-24 3 foxpoa.txt POWER OF ATTORNEY POWER OF ATTORNEY Know all by these presents, that, for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the undersigned hereby constitutes and appoints each of Warren W. Heidbreder, Janet M. Henderson and Barbara T. Soenksen, and any of their substitutes, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned (in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the "Exchange Act")), in the undersigned's capacity as a director of Bandag, Incorporated, an Iowa corporation (the "Company"), any and all Forms 3, 4 and/or 5, and any amendments thereto, that are necessary or advisable for the undersigned to file under Section 16(a) (collectively, "Documents"); (2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Documents and timely file such Documents with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact (or such attorney-in-fact's substitute or substitutes) shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is such attorney-in-fact's substitute or substitutes or the Company assuming, any of the undersigned's responsibilities to comply with the Exchange Act. The undersigned agrees to defend and hold harmless each attorney-in-fact (and such attorney-in-fact's substitute or substitutes) from and against any and all loss, damage or liability that such attorney-in-fact may sustain as a result of any action taken in good faith hereunder. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Documents with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of January, 2004. /s/ Dennis M. Fox Signature - Dennis M. Fox -----END PRIVACY-ENHANCED MESSAGE-----