-----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, UNalINm5PMzAXKyEXb58qcyAt20mSHusE2b9nVRblhuniKG4rl+pidabBRIiOCwf 4GflQ0h1dEBj6Nm1hr2uhA== 0000897069-06-000578.txt : 20060223 0000897069-06-000578.hdr.sgml : 20060223 20060223103026 ACCESSION NUMBER: 0000897069-06-000578 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060221 FILED AS OF DATE: 20060223 DATE AS OF CHANGE: 20060223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CARVER MARTIN G CENTRAL INDEX KEY: 0000941957 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07007 FILM NUMBER: 06637946 MAIL ADDRESS: STREET 1: BANDAG CENTER STREET 2: 2905 NORTH HIGHWAY 61 CITY: MUSCATINE STATE: IA ZIP: 52761-5886 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 4 1 car166.xml X0202 4 2006-02-21 0 0000009534 BANDAG INC BDG/BDGA 0000941957 CARVER MARTIN G BANDAG, INCORPORATED 2905 NORTH HIGHWAY 61 MUSCATINE IA 527615886 1 1 1 0 Chairman, CEO and President Common Stock, $1.00 Par Value 27963.0000 D Common Stock, $1.00 Par Value 6991.5000 I By Carver Management Company LLC Common Stock, $1.00 Par Value 867234.0000 I By Carver Partners LP Common Stock, $1.00 Par Value 43029.0000 I By Spouse Common Stock, $1.00 Par Value 9525.0000 I By Spouse for Minor Children Class A Common Stock, $1.00 Par Value 520188.0000 D Class A Common Stock, $1.00 Par Value 8944.0000 I By Carver Management Company LLC Class A Common Stock, $1.00 Par Value 1109390.7000 I By Carver Partners LP Class A Common Stock, $1.00 Par Value 11176.0000 I By Spouse Class A Common Stock, $1.00 Par Value 1200.0000 I By Spouse for Minor Children Employee Stock Option (Right to Buy) 35.8500 2006-02-21 4 A 0 14800 0 A 2016-02-21 Class A Common Stock 14800.000 14800.000 D Stock Fund Unit 0.0000 Common Stock 374.839 374.839 I By Profit Sharing Plan Stock Fund Unit 0.0000 Class A Common Stock 422.376 422.376 I By Profit Sharing Plan Employee Stock Option (Right to Buy) 33.8750 2009-02-08 Class A Common Stock 24100.000 24100.000 D Employee Stock Option (Right to Buy) 21.0938 2010-03-07 Class A Common Stock 47900.000 47900.000 D Employee Stock Option (Right to Buy) 24.3500 2011-03-13 Class A Common Stock 50400.000 50400.000 D Employee Stock Option (Right to Buy) 32.5300 2012-03-12 Class A Common Stock 41100.000 41100.000 D Employee Stock Option (Right to Buy) 27.6750 2013-02-25 Class A Common Stock 58400.000 58400.000 D Employee Stock Option (Right to Buy) 44.4100 2014-02-24 Class A Common Stock 22300.000 22300.000 D Employee Stock Option (Right to Buy) 40.9600 2015-02-18 Class A Common Stock 19220.000 19220.000 D Class B Common Stock $1.00 Par Value 0.0000 Common Stock 502097.000 502097.000 D Class B Common Stock $1.00 Par Value 0.0000 Common Stock 225.000 225.000 I By Spouse Class B Common Stock $1.00 Par Value 0.0000 Common Stock 300.000 300.000 I By Spouse for Minor Children Pursuant to Rule 16a-1(a)(2), Carver Management Company LLC ("Carver LLC") disclaims beneficial ownership of all of the securities held by Carver Partners LP ("Carver LP") other than 13,983 shares of the Common Stock (in which Martin G. Carver has a 50% interest) and 17,888 shares of the Class A Common Stock (in which Martin G. Carver has a 50% interest). Pursuant to Rule 16a-1(a)(2), Martin G. Carver disclaims beneficial ownership of all of the securities held by Carver LP other than those he holds indirectly through Carver LLC, which has a general partnership interest in Carver LP, and 867,234 shares of the Common Stock and 1,109,390.7 shares of the Class A Common Stock. Martin G. Carver disclaims beneficial ownership of 43,029 shares of the Common Stock, 225 shares of the Class B Common Stock and 11,176 shares of the Class A Common Stock held by his spouse; and 9,525 shares of the Common Stock, 300 shares of the Class B Common Stock and 1,200 shares of the Class A Common Stock held by his spouse for his minor children. Martin G. Carver participates in the Bandag, Incorporated Stock Award Plan ("Stock Award Plan"). Column 5 of Table I includes 29,568 shares of the Class A Common Stock held by Mr. Carver under the Stock Award Plan. The shares are restricted for 3 years when granted and are held by a Trustee for the benefit of Mr. Carver. Martin G. Carver participates in the Bandag, Incorporated 2004 Stock Grant and Awards Plan ("2004 Awards Plan"). Column 5 of table I includes 5,005 shares of Class A Common Stock held by Mr. Carver under the 2004 Awards Plan. The shares are restricted for 3 years when granted and are held by a Trustee for the benefit of Mr. Carver. Options vest 25% on each of February 21, 2007, 2008, 2009 and 2010. 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 31, 2006. 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 became fully vested as of February 8, 2004. Options became fully vested as of March 7, 2005. Options vest 20% on each of March 13, 2002, 2003, 2004, 2005 and 2006. Options vest 25% on each of March 12, 2003, 2004, 2005 and 2006. Options vest 25% on each of February 25, 2004, 2005, 2006 and 2007. Options vest 25% on each of February 24, 2005, 2006, 2007 and 2008. Options vest 25% on each of February 18, 2006, 2007, 2008 and 2009. Class B Common Stock is convertible on a one-for-one basis into the Common Stock at the discretion of the holder thereof. /s/ Carver, Martin G. 2006-02-22 -----END PRIVACY-ENHANCED MESSAGE-----