DEFA14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

_________________

Date of Report
(Date of earliest
event reported):	December 5, 2006

Bandag, Incorporated

(Exact name of registrant as specified in its charter)

Iowa	1-7007	42-0802143
(State or other	(Commission File	(IRS Employer
jurisdiction of	Number)	Identification No.)
incorporation)

2905 North Highway 61, Muscatine, Iowa 52761-5886

(Address of principal executive offices, including zip code)

(563) 262-1400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.      Other Events.

        On December 5, 2006, Bandag, Incorporated (the “Company”) and Bridgestone Americas Holding, Inc., a Nevada Corporation (“Bridgestone”), issued a joint press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing the signing of that certain Agreement and Plan of Merger, dated December 5, 2006 (the “Merger Agreement”), by and among the Company, Bridgestone and Grip Acquisition Corporation, an Iowa corporation and wholly owned subsidiary of Bridgestone. The Company is also filing a copy of additional material related to the announcement of the Merger Agreement and the transactions contemplated by the Merger Agreement as Exhibits 99.2 through 99.14, which are incorporated herein by reference.

Use of Forward-Looking Statements

        This Current Report on Form 8-K contains “forward-looking statements” (as defined in the U.S. Private Securities Litigation Reform Act of 1995) through incorporation by reference to the documents being filed herewith. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date of the document being incorporated by reference into this Current Report on Form 8-K and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. Such factors include, among others, unanticipated issues associated with obtaining approvals to complete the transaction or other unexpected issues that could impact the closing of the deal contemplated by the Merger Agreement. Readers are strongly encouraged to read the full cautionary statements contained in the Company’s other filings with the Securities and Exchange Commission. The Company disclaims any obligation to update or revise any forward-looking statements.

Item 9.01.      Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c) Shell Company Transactions.

Not applicable.

(d) Exhibits. The following exhibits are being furnished herewith:

99.1 Press Release of Bandag, Incorporated, dated December 5, 2006.

-1-

99.2 Employee Letter, dated December 5, 2006.

99.3 Employee Talking Points, dated December 5, 2006.

99.4 Martin Carver Audix, dated December 5, 2006.

99.5 Retiree Letter, dated December 5, 2006.

99.6 Employee-Retiree FAQ, dated December 5, 2006.

99.7 Dealer Letter, dated December 5, 2006.

99.8 Dealer Talking Points, dated December 5, 2006.

99.9 Fleet Customer Letter, dated December 5, 2006.

99.10 Fleet Customer Talking Points, dated December 5, 2006.

99.11 General Talking Points (Elevator Speech), dated December 5, 2006.

99.12 Managers’ Q&A, dated December 5, 2006.

-2-

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BANDAG, INCORPORATED

(Registrant)

By:  /s/ Warren W. Heidbreder

        Warren W. Heidbreder

        Vice President, Chief Financial Officer

Date: December 5, 2006

Signature Page

BANDAG, INCORPORATED

Exhibit Index to Current Report on Form 8-K dated December 5, 2006

Exhibit
Number

99.1 Press Release of Bandag, Incorporated, dated December 5, 2006.

99.2 Employee Letter, dated December 5, 2006.

99.3 Employee Talking Points, dated December 5, 2006.

99.4 Martin Carver Audix, dated December 5, 2006.

99.5 Retiree Letter, dated December 5, 2006.

99.6 Employee-Retiree FAQ, dated December 5, 2006.

99.7 Dealer Letter, dated December 5, 2006.

99.8 Dealer Talking Points, dated December 5, 2006.

99.9 Fleet Customer Letter, dated December 5, 2006.

99.10 Fleet Customer Talking Points, dated December 5, 2006.

99.11 General Talking Points (Elevator Speech), dated December 5, 2006.

99.12 Managers’ Q&A, dated December 5, 2006.

Exhibit Index

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Bandag	Bridgestone Americas Holding, Inc.
Investor Contact: Warren W. Heidbreder	Media Contact: Chris Karbowiak
Phone: 563-262-1260	Phone: 877-201-2373
URL: www.bandag.com
Media Contact: Bill Block
Phone: 563-262-1217

Bridgestone Americas to Acquire Bandag for $1.05 Billion in Cash Merger

NASHVILLE, Tenn., and MUSCATINE, Iowa (Dec. 5, 2006) – Bridgestone Americas Holding, Inc. and Bandag, Incorporated [NYSE: BDG and BDGA] (“Bandag”) today jointly announced that they have entered into a merger agreement pursuant to which Bridgestone Americas will acquire the outstanding shares of each class of stock of Bandag for US$50.75 per share in cash. The transaction is valued at approximately US$1.05 billion.

        The Board of Directors of Bandag has unanimously approved the agreement. The transaction is expected to close late in the first quarter or early in the second quarter of 2007, subject to the receipt of shareholder and regulatory approvals, as well as the satisfaction of other customary closing conditions. Certain shareholders, including Carver Partners LP and Martin G. Carver, Bandag’s Chairman and CEO, have entered into separate agreements pursuant to which they have agreed, subject to certain conditions, to vote their shares in support of the transaction.

        Bandag is a leading manufacturer of tire retreading materials and equipment. Based in Muscatine, Iowa, Bandag has a global network of more than 900 franchised dealers that produce and market retread tires and provide tire management services. In addition, Bandag owns and operates Tire Distribution Systems, Inc. (“TDS”), a commercial retail operation that sells and services new and retread tires, and it holds an 87.5 percent interest in Speedco, Inc., a provider of on-highway truck lubrication and routine tire services to commercial truck owner-operators and fleets. In 2005 Bandag had worldwide sales of US$921 million. Following completion of the transaction, Bandag will operate as a wholly owned subsidiary of Bridgestone Americas Holding, Inc.

-more-

        “Bandag is a leader in the retreading business, with a strong global reputation for quality, service and technology, as well as an extensive worldwide dealer network,” said Mark A. Emkes, Chairman and CEO of Bridgestone Americas Holding, Inc. “The joining of Bridgestone Americas and Bandag will allow the two companies to better service their customers by offering a comprehensive tire maintenance solution, backed by a complete line of new and retread truck tire offerings.”

        According to Carver, “The combination of Bridgestone Americas and Bandag will benefit our dealers and enhance their business futures. The transaction combines the strength of two well-run and respected companies, and will allow our dealers to go to market with an even more complete product offering.”

        Transportation companies actively seek tire management programs that start with premium new tires and take them through the retread process, which can ultimately conserve natural resources. The joining of the world’s largest tire and rubber company with the premier global brand in retreading is aimed at providing customers with a total tire offering, a streamlined way to manage their needs throughout a tire’s life cycle.

        Bandag and Bridgestone Americas have a decades-long business relationship. TDS stores have been authorized dealers of Bridgestone Americas’ tires, and many GCR Tire Centers, units of Bridgestone Americas’ subsidiary, BFS Retail & Commercial Operations, LLC, which service the commercial and off-the-road trucking industry, are Bandag dealers.

        Retreads and new Bridgestone tires are complementary, servicing different customer needs. Retreading enables customers to get the full value of a new tire by reusing the tire’s casing again and again. As such, it is an integral part of a successful total tire management system.

        According to Emkes, the combination of the two companies makes good business and economic sense. “Bandag’s history of success in the retread market and the similarities in the companies’ business models, distribution networks, customer base and respect for employees make this a perfect fit.”

        JPMorgan acted as financial advisor to Bridgestone Americas while William Blair & Company, L.L.C. acted as financial advisor to Bandag.

        Jones Day was the legal advisor to Bridgestone Americas, and Foley & Lardner LLP was the legal advisor to Bandag.

About Bridgestone Americas Holding, Inc.:

        Nashville-based Bridgestone Americas Holding, Inc. (BSAH) is the U.S. subsidiary of the Bridgestone Corporation, the world’s largest tire and rubber company. BSAH and its subsidiaries develop, manufacture and market a wide range of Bridgestone, Firestone, Dayton and associate brand tires to address the needs of a broad range of customers, including consumers, automotive and commercial vehicle original equipment manufacturers, and those in the agricultural, forestry and mining industries. The companies also produce air springs, roofing materials, synthetic rubber and industrial fibers and textiles and operate the world’s largest chain of automotive tire and service centers.

-more-

About Bandag:

        Bandag, Incorporated manufactures retreading materials and equipment for its worldwide network of more than 900 franchised dealers that produce and market retread tires and provide tire management services. Bandag’s traditional business serves end-users through a wide variety of products offered by dealers, ranging from tire retreading and repairing to tire management systems outsourcing for commercial truck fleets. Tire Distribution Systems, Inc. (TDS), a wholly owned subsidiary, sells and services new and retread tires. In addition, Bandag has an 87.5% interest in Speedco, Inc., a provider of on-highway truck lubrication and routine tire services to commercial truck owner-operators and fleets.

Use of Forward-Looking Statements

This news release contains “forward-looking statements” as defined in the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date of this news release and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. Such factors include, among others, unanticipated issues associated with obtaining approvals to complete the transaction or other unexpected issues that could impact the closing of the deal. Readers are strongly encouraged to read the full cautionary statements contained in Bandag’s filings with the Securities and Exchange Commission. Both Bridgestone Americas Holdings, Inc. and Bandag disclaim any obligation to update or revise any forward-looking statements.

Additional Information

In connection with the proposed combination described above (the “Merger”), Bandag will file with the Securities and Exchange Commission (the “SEC”), and will furnish to its shareholders, a proxy statement. Bandag shareholders are advised to read the proxy statement when it is finalized and distributed, because it will contain important information about the proposed Merger. Shareholders will be able to obtain, free of charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at www.sec.gov. Shareholders will also be able to obtain a free copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Bandag, 2905 N. Hwy. 61 Muscatine, IA 52761, Attention: Corporate Secretary, telephone (563) 262-1260, or from Bandag’s website, www.bandag.com.

Bandag and certain of its directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies from shareholders of Bandag in favor of the proposed Merger. Information regarding the persons who may be considered “participants” in the solicitation of proxies will be set forth in Bandag’s proxy statement. Information regarding certain of these persons and their beneficial ownership of Bandag common stock as of January 31, 2006, is also set forth in the Schedule 14A filed by Bandag with the SEC on April 17, 2006.

###

EX-99.2

Exhibit 99.2

December 5, 2006

Dear Fellow Employee:

Earlier today Bandag and Bridgestone Americas publicly announced the signing of a merger agreement by which Bridgestone Americas will acquire all of the outstanding shares of Bandag stock. Our expectation is that this transaction will close after the first of the year, probably in late first quarter or early second quarter 2007.

This news is unquestionably the most important change in Bandag’s history. It is exciting and probably surprising news. Most importantly, it is good news for Bandag, its employees, retirees and shareholders. This new relationship enables Bandag to position itself for continued prosperity in a changing marketplace. It is the powerful future that Bandag employees so rightly deserve.

With ever-increasing operating costs, customers today are less worried about the price of an individual tire and are more focused on comprehensive tire management solutions. To keep pace with the market and prepare for the future, it is critical that our business model continually evolve. The Bridgestone Group is the world’s largest manufacturer of quality tires and other rubber products. By combining our businesses, Bandag and Bridgestone Americas will better serve dealers and customers by offering a comprehensive tire maintenance solution, backed by a complete line of new and retread truck tire offerings, and capabilities in vehicle services. Ultimately, this business combination will provide customers with a total tire offering, a streamlined way to manage their needs throughout a tire’s life cycle.

No doubt, you and your family have many questions about how this business combination will affect you and your future. Many questions we are just not able to answer right now because the transaction must first be approved by Bandag shareholders and undergo regulatory review. Until that time, the two companies are limited by law in the steps they can take to integrate the businesses.

Let me assure you, however, of what we do know:

• First, this is a transaction based on strengths…Bandag and Bridgestone are both leaders in their respective areas. Bandag’s strengths in retreading technology and our passion for serving customers will continue to flourish in a strategic new business unit that Bridgestone Americas is expected to create especially for the addition of our business to theirs. They, like us, have been in search of new ways to grow revenues and be more competitive in serving customers.

BANDAG, Incorporated
2905 N. Hwy. 61, Muscatine, IA 52761-5886
Tel 563.262.1400 - Url www.bandag.com

• Second, this transaction is about opportunity, not about cost-cutting. As the marketplace has evolved, change has created a tremendous opportunity for Bandag and Bridgestone. Being part of Bridgestone Americas enables Bandag retreads and vehicle services, and Bridgestone truck and bus tires to enter a very competitive arena with a combined offering that can be adapted to markets all over the world.

• Third, Bandag and its powerful brand will continue. The Bridgestone organization has tremendous respect for Bandag’s culture, its people, and its products and services. Our prospective new parent company has acknowledged that value, and we will be positioned and thrive as a major new business unit, operating under the Bandag name. By the way, when you look in the marketplace, you see that another venerable American tire brand still thrives under Bridgestone America’s stewardship – that, of course, is Firestone.

• Fourth, joining these two organizations is a natural fit. In the US and Canada, Bandag and Bridgestone Americas share very similar distribution networks. Outside the U.S. and Canada, each of us has a global presence that will enable the combined company to identify and leverage potential synergies. Together our technological strengths, distribution networks, and the talents and skills of the people in each organization will continue to lead respective industries.

Those of you who know me well, know how much I admire and respect Bandag employees, both active and retired. My vision for this company has always been that the way we conduct our business is more important than what our business consists of. Every Bandag employee, past and present, has been integral to our impressive financial and industry success – but more importantly, we’ve become a unique family of sorts.

In order to ensure that this business will continue to thrive to support our family members, we needed to make the right change. The people at Bridgestone Americas know that, they share those kinds of values about people, and most of all, they really, really want Bandag to succeed. I am satisfied that we will succeed – and that we will continue to have a caring family helping us attain the satisfaction and rewards of growing an exciting new business by serving the customers we have come to know so well. God bless you one and all.

Sincerely,

Martin G. Carver
Chairman and CEO

Page 2 of 3

In connection with the proposed combination of Bandag, Incorporated and Bridgestone Americas Holding, Inc. (the Merger), Bandag will file with the Securities and Exchange Commission (the “SEC”), and will furnish to its shareholders, a proxy statement. Bandag shareholders are advised to read the proxy statement when it is finalized and distributed, because it will contain important information about the proposed Merger. Shareholders will be able to obtain, free of charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at www.sec.gov. Shareholders will also be able to obtain a free copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Bandag, 2905 N. Hwy. 61 Muscatine, IA 52761, Attention: Corporate Secretary, telephone (563) 262-1260, or from Bandag’s website, www.bandag.com.

Bandag and certain of its directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies from shareholders of Bandag in favor of the proposed Merger. Information regarding the persons who may be considered “participants” in the solicitation of proxies will be set forth in Bandag’s proxy statement. Information regarding certain of these persons and their beneficial ownership of Bandag common stock as of January 31, 2006, is also set forth in the Schedule 14A filed by Bandag with the SEC on April 17, 2006.

Page 3 of 3

EX-99.3

Exhibit 99.3

Employee Talking Points
for Departmental Managers

• By now, most of have heard Marty’s audix. If not, I encourage you to listen to it soon, or go to inside.bandag, where we have posted the text of his message.

• For any one who may not have heard the news yet, briefly it is that Bandag and Bridgestone Americas Holding jointly announced an agreement pursuant to which Bridgestone Americas will acquire all outstanding shares of Bandag stock for $50.75 per share. In other words, Bandag is going to be a wholly owned subsidiary of Bridgestone Americas.

• As you can clearly hear in Marty’s audix, this proposed business combination is good news for Bandag, its employees, its dealers, customers and shareholders, because this new relationship enables Bandag to position itself for continued prosperity in a changing marketplace.

• With ever-increasing operating costs, customers today are less worried about the price of an individual tire and more focused on comprehensive tire management solutions.

• To keep pace with the market and prepare for the future, it is critical that our business model continually evolve. We had begun changing our business model with the reorganization that began last April. Then this opportunity came along from Bridgestone, creating an even better long term opportunity for us.

• Ultimately, this business combination will provide customers with a total tire offering, a streamlined way to manage their needs throughout a tire’s life cycle.

• No doubt, you have many questions, only a few of which we can answer for you now.

o Answers to some of the basic questions have been posted in an FAQ (frequently asked questions) on the Bandag intranet site.

o Copies of this FAQ are also being provided to you along with a letter for you to share this news with your family.

• Because the transaction must first be approved by Bandag shareholders and undergo regulatory review, the two companies are limited by law in the steps they can take to integrate the businesses.

• For this reason we don’t have answers to many of your questions about future operations.

• We understand the difficulties of uncertainty, and we are committed to answering these questions as soon as we can. As soon as the answers are available, we will share them with you.

• What we can tell you today is that:

o First, this transaction is about opportunity, not about cost-cutting.

Page 1 of 3

— Being part of Bridgestone Americas enables Bandag retreads and vehicle services, and Bridgestone truck and bus tires to enter a very competitive arena with a combined offering that can be adapted to markets all over the world.

o Second, this is a transaction based on strengths...

— Bandag and Bridgestone are both leaders in their respective industries.

— Bandag’s strengths in retreading technology and our passion for serving customers will be able to flourish in a strategic new business unit that Bridgestone Americas has created especially for the addition of our business to theirs.

o Third, Bandag and its powerful brand will continue.

— Our new parent company has acknowledged that value in the offer they made, and Bandag will be positioned and thrive as a major new business unit, operating under the Bandag name.

o Fourth, joining these two organizations is a natural fit.

— In the US and Canada, Bandag and Bridgestone Americas share very similar distribution networks.

— Outside the U.S. and Canada, each of us has a global presence that will enable the combined company to identify and leverage potential synergies.

— Together our technological strengths, distribution networks, and the talents and skills of the people in each organization will continue to lead our respective industries in global markets.

• As Marty Carver said to the entire Bandag organization when this agreement was announced, this new relationship positions Bandag for continued prosperity in a changing marketplace.

• Continuing change in the industry is what makes this such a tremendous opportunity for Bandag and Bridgestone Americas, and the powerful future that Bandag employees so rightly deserve.

• As I mentioned a few moments ago, the text of Marty’s audix and the employee FAQ have been posted on inside.bandag.

• In addition, the press release announcing and explaining the transaction can be found on both the Bandag website, www. Bandag.com, and the Bridgestone Americas Web site, www.Bridgestone-Firestone.com.

• In closing, let me reiterate that we are deeply committed to sharing information with you as it becomes available.

• And now, I will do my best to answer the questions you do have...

In connection with the proposed combination of Bandag, Incorporated and Bridgestone Americas Holding, Inc. (the Merger), Bandag will file with the Securities and Exchange Commission (the “SEC”), and will furnish to its shareholders, a proxy statement. Bandag shareholders are advised to read the proxy statement when it is finalized and distributed, because it will contain important information about the proposed Merger. Shareholders will be able to obtain, free of charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at www.sec.gov. Shareholders will also be able to obtain a free copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Bandag, 2905 N. Hwy. 61 Muscatine, IA 52761, Attention: Corporate Secretary, telephone (563) 262-1260, or from Bandag’s website, www.bandag.com.

Page 2 of 3

Bandag and certain of its directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies from shareholders of Bandag in favor of the proposed Merger. Information regarding the persons who may be considered “participants” in the solicitation of proxies will be set forth in Bandag’s proxy statement. Information regarding certain of these persons and their beneficial ownership of Bandag common stock as of January 31, 2006, is also set forth in the Schedule 14A filed by Bandag with the SEC on April 17, 2006.

Page 3 of 3

EX-99.4

Exhibit 99.4

Martin Carver audix December 5, 2006

Good morning. My news this morning is unquestionably the most important change in Bandag’s history. It is exciting, and it is understandably surprising. But I can tell you from the bottom of my heart, it is the powerful future that Bandag employees so rightly deserve.

Yesterday, the Board of Directors approved and we have signed an agreement to merge Bandag, Incorporated into a newly created Bridgestone Americas company. At 8:00 this morning, Central Time, a press release was issued which details the terms of this transaction whereby Bandag and Bridgestone Americas have agreed to join our businesses and Bandag will become a new, wholly owned subsidiary of Bridgestone Americas.

I am totally sincere when I say this: This new relationship allows Bandag to position itself for continued prosperity in a changing marketplace. The Bridgestone organization has tremendous respect for Bandag’s culture, its people, and its products and services. Bandag’s strengths in retreading technology and our passion for serving customers will be able to flourish in a strategic new business unit that Bridgestone Americas has created especially for the addition of our business to theirs. They, like us, have been in search of new ways to grow revenues and be more competitive in serving customers. The irrevocable changes that have occurred in our industry have made the time right for this change. It is not only the right thing to do for all our stakeholders, it is the best thing.

Page 1 of 3

You know, for some twenty years Bandag has withstood unrelenting competition from new tire companies who have entered the retread market. It began with Goodyear in 1985 with a concept they called “cradle to grave” tire management. Bandag competed against Goodyear and then Michelin for retread customers, and I am proud to say you not only competed, you advanced the state of the art of the retreading industry substantially along the way. We had going for us three powerful advantages: first our people, second our distribution system for serving customers needs, and third the fact that for many years the customer didn’t really want a cradle to grave solution.

But customers change. The marketplace has evolved. Retreading is as critical as ever, and now fleets DO require that retreading be part of more extensive solutions for keeping trucks rolling.

That change is what makes this such is a tremendous opportunity for Bandag and Bridgestone Americas to enhance our revenues. Being part of Bridgestone Americas enables Bandag retreads and vehicle services, and Bridgestone truck and bus tires to enter a very competitive arena with a combined offering that can be adapted to markets all over the world.

So, since we are part of Bridgestone Americas, does this mean that Bandag will go away? Not at all. Ours is a powerful brand and our prospective new parent company has acknowledged that value in the offer it made. We will be positioned as a major new business unit, operating as Bandag. By the way, when you look in the marketplace, you see that another venerable American tire brand still thrives under Bridgestone America’s stewardship – that, of course, is Firestone. The name Bandag will also continue to thrive in this new business.

Page 2 of 3

I am sure you will have dozens of questions. We have anticipated that. We don’t have all the answers, but as we move through the interim period where all the details are finalized and the transaction formally completed, your questions will be addressed.

I’d like to close with these last couple of thoughts. Those of you who know me well, know how much I admire and respect Bandag employees. My vision for this company has always been that the way we conduct our business is more important than what our business consists of. Every Bandag employee, past and present, has been integral to our impressive financial and industry success – but more importantly, we’ve become a unique family of sorts. In order to ensure that this business will continue to thrive to support our family members, we needed to make the right change. The people at Bridgestone Americas know that, they share those kinds of values about people, and most of all, they really, really want Bandag to succeed. I am satisfied that we will succeed – and that we will continue to have a caring family helping us attain the satisfaction and rewards of growing an exciting new business by serving the customers we have come to know so well. God bless you one and all for the commitment and contributions you have made over the years. And now prepare yourself for the exciting new opportunities just over the horizon. Bridgestone and Bandag together are going to have an incredible future.

Additional Information

In connection with the proposed combination described above (the “Merger”), Bandag will file with the Securities and Exchange Commission (the “SEC”) and will furnish to its shareholders, a proxy statement. Bandag shareholders are advised to read the proxy statement when it is finalized and distributed, because it will contain important information about the proposed Merger. Shareholders will be able to obtain, free of charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at www.sec.gov. Shareholders will also be able to obtain a free copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Bandag, 2905 N. Hwy. 61 Muscatine, IA 52761, Attention: Corporate Secretary, telephone (563) 262-1260, or from Bandag’s website, www.bandag.com.

Bandag and certain of its directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies from shareholders of Bandag in favor of the proposed Merger. Information regarding the persons who may be considered “participants” in the solicitation of proxies will be set forth in Bandag’s proxy statement. Information regarding certain of these persons and their beneficial ownership of Bandag common stock as of January 31, 2006, is also set forth in the Schedule 14A filed by Bandag with the SEC on April 17, 2006.

Page 3 of 3

EX-99.5

Exhibit 99.5

December 5, 2006

Dear Bandag Retiree:

Earlier today Bandag and Bridgestone Americas publicly announced the signing of a merger agreement by which Bridgestone Americas will acquire all of the outstanding shares of Bandag stock. Our expectation is that this transaction will close after the first of the year, probably in late first quarter or early second quarter 2007.

This news is unquestionably the most important change in Bandag’s history. It is exciting and probably surprising news. Most importantly, it is good news for Bandag, its employees, retirees and shareholders. This new relationship enables Bandag to position itself for continued prosperity in a changing marketplace. It is the powerful future that Bandag employees so rightly deserve.

With ever-increasing operating costs, customers today are less worried about the price of an individual tire and are more focused on comprehensive tire management solutions. To keep pace with the market and prepare for the future, it is critical that our business model continually evolve. The Bridgestone Group is the world’s largest manufacturer of quality tires and other rubber products. By combining our businesses, Bandag and Bridgestone Americas will better serve dealers and customers by offering a comprehensive tire maintenance solution, backed by a complete line of new and retread truck tire offerings, and capabilities in vehicle services. Ultimately, this business combination will provide customers with a total tire offering, a streamlined way to manage their needs throughout a tire’s life cycle.

No doubt, you and your family have many questions about how this business combination will affect you and your future. Many questions we are just not able to answer right now because the transaction must first be approved by Bandag shareholders and undergo regulatory review. Until that time, the two companies are limited by law in the steps they can take to integrate the businesses.

Let me assure you, however, of what we do know:

• First, this is a transaction based on strengths…Bandag and Bridgestone are both leaders in their respective areas. Bandag’s strengths in retreading technology and our passion for serving customers will continue to flourish in a strategic new business unit that Bridgestone Americas is expected to create especially for the addition of our business to theirs. They, like us, have been in search of new ways to grow revenues and be more competitive in serving customers.

BANDAG, Incorporated
2905 N. Hwy. 61, Muscatine, IA 52761-5886
Tel 563.262.1400 - Url www.bandag.com

• Second, this transaction is about opportunity, not about cost-cutting. As the marketplace has evolved, change has created a tremendous opportunity for Bandag and Bridgestone. Being part of Bridgestone Americas enables Bandag retreads and vehicle services, and Bridgestone truck and bus tires to enter a very competitive arena with a combined offering that can be adapted to markets all over the world.

• Third, Bandag and its powerful brand will continue. The Bridgestone organization has tremendous respect for Bandag’s culture, its people, and its products and services. Our prospective new parent company has acknowledged that value, and we will be positioned and thrive as a major new business unit, operating under the Bandag name. By the way, when you look in the marketplace, you see that another venerable American tire brand still thrives under Bridgestone America’s stewardship – that, of course, is Firestone.

• Fourth, joining these two organizations is a natural fit. In the US and Canada, Bandag and Bridgestone Americas share very similar distribution networks. Outside the U.S. and Canada, each of us has a global presence that will enable the combined company to identify and leverage potential synergies. Together our technological strengths, distribution networks, and the talents and skills of the people in each organization will continue to lead respective industries.

Those of you who know me well, know how much I admire and respect Bandag employees, both active and retired. My vision for this company has always been that the way we conduct our business is more important than what our business consists of. Every Bandag employee, past and present, has been integral to our impressive financial and industry success – but more importantly, we’ve become a unique family of sorts.

In order to ensure that this business will continue to thrive to support our family members, we needed to make the right change. The people at Bridgestone Americas know that, they share those kinds of values about people, and most of all, they really, really want Bandag to succeed. I am satisfied that we will succeed – and that we will continue to have a caring family helping us attain the satisfaction and rewards of growing an exciting new business by serving the customers we have come to know so well. God bless you one and all.

Sincerely,

Martin G. Carver
Chairman and CEO

Page 2 of 3

In connection with the proposed combination of Bandag, Incorporated and Bridgestone Americas Holding, Inc. (the Merger), Bandag will file with the Securities and Exchange Commission (the “SEC”), and will furnish to its shareholders, a proxy statement. Bandag shareholders are advised to read the proxy statement when it is finalized and distributed, because it will contain important information about the proposed Merger. Shareholders will be able to obtain, free of charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at www.sec.gov. Shareholders will also be able to obtain a free copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Bandag, 2905 N. Hwy. 61 Muscatine, IA 52761, Attention: Corporate Secretary, telephone (563) 262-1260, or from Bandag’s website, www.bandag.com.

Bandag and certain of its directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies from shareholders of Bandag in favor of the proposed Merger. Information regarding the persons who may be considered “participants” in the solicitation of proxies will be set forth in Bandag’s proxy statement. Information regarding certain of these persons and their beneficial ownership of Bandag common stock as of January 31, 2006, is also set forth in the Schedule 14A filed by Bandag with the SEC on April 17, 2006.

Page 3 of 3

EX-99.6

Exhibit 99.6

Questions & Answers
December 5, 2006

1. What is being announced today?

Bridgestone Americas Holding, Inc. and Bandag, Incorporated today jointly announced that they have entered into a merger agreement through which Bridgestone Americas will acquire all outstanding shares of each class of stock of Bandag for $50.75. After the transaction closes, which is expected late in first quarter or early second quarter 2007, Bandag will be a wholly owned subsidiary of Bridgestone Americas.

2. Why does BSA want to acquire Bandag?

Bandag is a leader in the retreading business, with a strong global reputation for quality, service and technology. The Bridgestone Group is the world’s largest manufacturer of quality tires and other rubber products. With ever-increasing operating costs, customers are less worried about the price of an individual tire and more focused on comprehensive tire management solutions. To keep pace with the market and prepare for the future, it is critical that our business model continually evolve.

By combining their businesses Bandag and Bridgestone Americas will better service their customers by offering a comprehensive tire maintenance solution, backed by a complete line of new and retread truck tire offerings, and capabilities in vehicle services. In the U.S. and Canada, Bandag and Bridgestone Americas share very similar distribution networks. The joining of these two organizations is a natural fit, which will provide enhanced service to both Bandag and Bridgestone Americas customers through this shared distribution network.

3. Can you explain the merger process?

Currently we are in what you can call the “interim period.” That’s the time between the announcement of the transaction and its closing. During this time the two companies are limited by law in what they can do together, but there will be meetings to begin planning the integration process. Before the transaction can close it must be reviewed and approved by government regulators, and it must be approved by a vote of our shareholders.

4. Why did the Bandag Board of Directors agree to sell the company?

Running a company like Bandag at a time when the marketplace is changing means asking the question everyday, “What will provide for the brightest future for the company and its employees, shareholders and other stakeholders?” This transaction, at this time, is the answer to that question.

By and large, customers are not as worried about the price of an individual tire as much as they want a comprehensive tire management solution. This combination gives them better service because they get that comprehensive tire maintenance solution backed by a complete line of new and retread truck tire offerings.

Page 1 of 3

5. How does BSA plan to operate Bandag? Who will be in charge of the new business? What is the strategy and business plan after the merger? How will BSA operate this new business in operations located outside North America? In Japan? In Europe? Other locations?

It’s premature to comment on future operations. There are some questions that we are just not able to answer right now because the transaction must first be approved by Bandag shareholders and undergo regulatory review. Until that time, the two companies are limited by law in the steps they can take to integrate the businesses.

6. What will happen to Bandag employees and their compensation and benefits?

There are some questions that we are just not able to answer right now because the transaction must first be approved by Bandag shareholders and undergo regulatory review. Until that time, the two companies are limited by law in the steps they can take to integrate the businesses.

We understand the difficulties of uncertainty, and we are committed to answering these questions as soon as we can. When the answers are determined, you will be the first to know. Let me tell you, however, what we do know:

• Bridgestone Americas is combining with Bandag to enhance its revenue and product offerings. This is not a transaction driven by cost cutting.

• Bridgestone Americas is combining with Bandag because it knows we are a great company with great people, products and services.

• There will be no change in compensation and benefits for Bandag employees for a full year. That has been agreed to in writing.

7. Will BSA re-brand Bandag under a new name?

No. BSA will retain the Bandag brand. Bandag is a leader in the retreading business, with a strong global reputation for quality, service and technology, as well as an extensive worldwide dealer network.

8. I have Bandag stock in my 401(k). What impact will this have on my 401(k)?

In the event of shareholder and regulatory approval, these shares will be converted the same way as all other shares and the cash will be credited to the participants’ accounts.

9. What role will Marty have in the new company?

As he has always been, Marty is committed to the success of this next stage in the life of Bandag. Marty will remain an indispensable resource and an essential advisor to the business after the closing of the transaction.

10. Will the corporate headquarters remain in Muscatine or move to Nashville?

Bandag is staying in Muscatine.

Page 2 of 3

In connection with the proposed combination of Bandag, Incorporated and Bridgestone Americas Holding, Inc. (the Merger), Bandag will file with the Securities and Exchange Commission (the “SEC”), and will furnish to its shareholders, a proxy statement. Bandag shareholders are advised to read the proxy statement when it is finalized and distributed, because it will contain important information about the proposed Merger. Shareholders will be able to obtain, free of charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at www.sec.gov. Shareholders will also be able to obtain a free copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Bandag, 2905 N. Hwy. 61 Muscatine, IA 52761, Attention: Corporate Secretary, telephone (563) 262-1260, or from Bandag’s website, www.bandag.com.

Bandag and certain of its directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies from shareholders of Bandag in favor of the proposed Merger. Information regarding the persons who may be considered “participants” in the solicitation of proxies will be set forth in Bandag’s proxy statement. Information regarding certain of these persons and their beneficial ownership of Bandag common stock as of January 31, 2006, is also set forth in the Schedule 14A filed by Bandag with the SEC on April 17, 2006.

Page 3 of 3

EX-99.7

Exhibit 99.7

December 5, 2006

Dear Bandag Dealer:

As you know, Bandag and Bridgestone Americas jointly announced the signing of a merger agreement pursuant to which Bridgestone Americas will acquire all of the outstanding shares of Bandag stock. A copy of the press release is enclosed with this letter. Our expectation is that this transaction will close sometime after the first of the year, probably in late first quarter or early second quarter 2007.

This news is good news for Bandag, its dealers, its customers, its employees, and shareholders. This new relationship enables Bandag to position itself for continued prosperity in a changing marketplace.

With ever-increasing operating costs, customers today are focusing on comprehensive tire management solutions rather than just the price of the tire. To keep pace with the market and prepare for the future, it is critical that our business model continually evolve. By combining our businesses, Bandag and Bridgestone Americas will better serve dealers and customers by offering a comprehensive tire maintenance solution, backed by a complete line of new and retread truck tire offerings, and capabilities in vehicle services. Ultimately, this business combination will provide customers with a total tire offering, a streamlined way to manage their needs throughout a tire’s life cycle.

Because the transaction must first be approved by Bandag shareholders and undergo regulatory review, the two companies are limited by law in the steps they can take to integrate the businesses. For this reason we don’t have answers to many of your questions about future operations. Certainly, as information becomes available, we will share it with you. What we can tell you now is that:

• First, this is a transaction based on strengths...

o Bandag and Bridgestone are both leaders in their respective industries.

o Bandag’s strengths in retreading technology and our passion for serving customers will continue to flourish in a strategic new business unit that Bridgestone Americas is expected to create especially for the addition of our business to theirs.

• Second, this transaction is about opportunity, not about cost-cutting.

o Being part of Bridgestone Americas enables Bandag retreads and vehicle services, and Bridgestone truck and bus tires to enter a very competitive arena with a combined offering that can be adapted to markets all over the world.

BANDAG, Incorporated
2905 N. Hwy. 61, Muscatine, IA 52761-5886
Tel 563.262.1400 - Url www.bandag.com

• Third, Bandag and its powerful brand will continue.

o Our prospective new parent company has acknowledged that value, and Bandag will be positioned and thrive as a major new business unit, operating under the Bandag name.

o Bandag will continue to be headquartered in Muscatine.

• Fourth, joining these two organizations is a natural fit.

o In the US and Canada, Bandag and Bridgestone Americas share very similar distribution networks. Outside the U.S. and Canada, each of us has a global presence that will enable the combined company to identify and leverage potential synergies. Together our technological strengths, distribution networks, and the talents and skills of the people in each organization will continue to lead the industry in our global markets.

As I said to the entire Bandag organization when we announced this agreement, this new relationship positions Bandag for continued prosperity in a changing marketplace. Continuing change in the industry is what makes this such a tremendous opportunity for Bandag and Bridgestone Americas.

In the days ahead we will be contacting each dealer individually to discuss any questions or concerns you may have. In the interim, if you have specific questions, please contact your Bandag field sales representative.

Sincerely,

Martin G. Carver
Chairman and CEO

In connection with the proposed combination of Bandag, Incorporated and Bridgestone Americas Holding, Inc. (the Merger), Bandag will file with the Securities and Exchange Commission (the “SEC”), and will furnish to its shareholders, a proxy statement. Bandag shareholders are advised to read the proxy statement when it is finalized and distributed, because it will contain important information about the proposed Merger. Shareholders will be able to obtain, free of charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at www.sec.gov. Shareholders will also be able to obtain a free copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Bandag, 2905 N. Hwy. 61 Muscatine, IA 52761, Attention: Corporate Secretary, telephone (563) 262-1260, or from Bandag’s website, www.bandag.com.

Bandag and certain of its directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies from shareholders of Bandag in favor of the proposed Merger. Information regarding the persons who may be considered “participants” in the solicitation of proxies will be set forth in Bandag’s proxy statement. Information regarding certain of these persons and their beneficial ownership of Bandag common stock as of January 31, 2006, is also set forth in the Schedule 14A filed by Bandag with the SEC on April 17, 2006.

EX-99.8

Exhibit 99.8

Dealer Talking Points
For Use by Dealer-facing Personnel

• Bandag and Bridgestone Americas jointly announced the signing of a merger agreement pursuant to which Bridgestone Americas will acquire all of the outstanding shares of Bandag stock. The press release is available on www.Bandag.com.

• This news is good news for Bandag, its dealers, its customers, its employees, and shareholders. This new relationship enables Bandag to position itself for continued prosperity in a changing marketplace.

• Customers today are less worried about the price of an individual tire and more focused on comprehensive tire management solutions.

• By combining our businesses, Bandag and Bridgestone Americas will better serve dealers and customers by offering a comprehensive tire maintenance solution, backed by a complete line of new and retread truck tire offerings, and capabilities in vehicle services.

• Ultimately, this business combination will provide customers with a total tire offering, a streamlined way to manage their needs throughout a tire’s life cycle.

• Because the transaction must first be approved by Bandag shareholders and undergo regulatory review, the two companies are limited by law in the steps they can take to integrate the businesses.

• For this reason we don’t have answers to many of your questions about future operations. Certainly, as information becomes available, we will share it with you. What we can tell you now is that:

• First, this is a transaction based on strengths...

o Bandag and Bridgestone are both leaders in their respective areas.

o Bandag’s strengths in retreading technology and our passion for serving customers will continue to flourish in a strategic new business unit that Bridgestone Americas has created especially for the addition of our business to theirs.

• Second, this transaction is about opportunity, not about cost-cutting.

o Being part of Bridgestone Americas enables Bandag retreads and vehicle services, and Bridgestone truck and bus tires to enter a very competitive arena with a combined offering that can be adapted to markets all over the world.

• Third, Bandag and its powerful brand will continue.

o Our prospective new parent company has acknowledged that value, and Bandag will be positioned and thrive as a major new business unit, operating under the Bandag name.

o Bandag will continue to be headquartered in Muscatine.

• Fourth, joining these two organizations is a natural fit.

o In the US and Canada, Bandag and Bridgestone Americas share very similar distribution networks. (Outside the U.S. and Canada, each of us has a global presence that will enable the combined company to identify and leverage potential synergies.)

o Together our technological strengths, distribution networks, and the talents and skills of the people in each organization will continue to lead our respective industries in global markets.

Page 1 of 2

o This new relationship positions Bandag for continued prosperity in a changing marketplace. Continuing change in the industry is what makes this such a tremendous opportunity for Bandag and Bridgestone Americas.

In connection with the proposed combination of Bandag, Incorporated and Bridgestone Americas Holding, Inc. (the Merger), Bandag will file with the Securities and Exchange Commission (the “SEC”), and will furnish to its shareholders, a proxy statement. Bandag shareholders are advised to read the proxy statement when it is finalized and distributed, because it will contain important information about the proposed Merger. Shareholders will be able to obtain, free of charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at www.sec.gov. Shareholders will also be able to obtain a free copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Bandag, 2905 N. Hwy. 61 Muscatine, IA 52761, Attention: Corporate Secretary, telephone (563) 262-1260, or from Bandag’s website, www.bandag.com.

Bandag and certain of its directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies from shareholders of Bandag in favor of the proposed Merger. Information regarding the persons who may be considered “participants” in the solicitation of proxies will be set forth in Bandag’s proxy statement. Information regarding certain of these persons and their beneficial ownership of Bandag common stock as of January 31, 2006, is also set forth in the Schedule 14A filed by Bandag with the SEC on April 17, 2006.

Page 2 of 2

EX-99.9

Exhibit 99.9

December 5, 2006

Dear Bandag Fleet Customer:

As you may know, Bandag and Bridgestone Americas jointly announced the signing of a merger agreement pursuant to which Bridgestone Americas will acquire all of the outstanding shares of Bandag stock. A copy of the press release is enclosed with this letter. Our expectation is that this transaction will close sometime after the first of the year, probably in late first quarter or early second quarter 2007.

This news is good news for Bandag customers, dealers, employees, and shareholders. It means that Bandag’s industry-leading products and services will continue to thrive and be available to you worldwide.

With ever-increasing operating costs, we know you are not as worried about he price of an individual tire but are increasingly focused on comprehensive tire management solutions. Together we can offer you a comprehensive tire maintenance solution, backed by a complete line of new and retread truck tire offerings and capabilities in vehicle services. Ultimately, this business combination will provide you with a total tire offering, a streamlined way to manage you needs throughout a tire’s life cycle.

Because the transaction must first be approved by Bandag shareholders and undergo regulatory review, the two companies are limited by law in the steps they can take to integrate the businesses. For this reason answers to questions about future operations must wait until the transaction is concluded. Certainly, as information becomes available, we will share it with you. For now, what we can tell you is that:

• First, this is a transaction based on strengths...

o Bandag and Bridgestone are both leaders in their respective areas.

o Bandag’s strengths in retreading technology and our passion for serving customers like you will continue to flourish in a strategic new business unit that Bridgestone Americas expects to create especially for the addition of our business to theirs.

• Second, this transaction is about opportunity, not about cost-cutting.

o Being part of Bridgestone Americas enables Bandag retreads and vehicle services, and Bridgestone truck and bus tires to enter a very competitive arena with a combined offering that can be adapted to markets all over the world.

• Third, Bandag and its powerful brand will continue.

BANDAG, Incorporated
2905 N. Hwy. 61, Muscatine, IA 52761-5886
Tel 563.262.1400 - Url www.bandag.com

o Our prospective new parent company has acknowledged that value, and Bandag will be positioned and thrive as a major new business unit, operating under the Bandag name.

o Bandag will continue to be headquartered in Muscatine.

As I said to the entire Bandag organization when we announced this agreement, this new relationship positions Bandag for continued prosperity in a changing marketplace. Continuing change in the industry is what makes this such a tremendous opportunity for both Bandag and Bridgestone Americas.

In the days ahead we will be contacting each fleet individually to discuss any questions or concerns you may have. In the interim, if you have specific questions, please contact your Bandag field sales representative

Sincerely,

Martin G. Carver
Chairman and CEO

In connection with the proposed combination of Bandag, Incorporated and Bridgestone Americas Holding, Inc. (the Merger), Bandag will file with the Securities and Exchange Commission (the “SEC”), and will furnish to its shareholders, a proxy statement. Bandag shareholders are advised to read the proxy statement when it is finalized and distributed, because it will contain important information about the proposed Merger. Shareholders will be able to obtain, free of charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at www.sec.gov. Shareholders will also be able to obtain a free copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Bandag, 2905 N. Hwy. 61 Muscatine, IA 52761, Attention: Corporate Secretary, telephone (563) 262-1260, or from Bandag’s website, www.bandag.com.

Bandag and certain of its directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies from shareholders of Bandag in favor of the proposed Merger. Information regarding the persons who may be considered “participants” in the solicitation of proxies will be set forth in Bandag’s proxy statement. Information regarding certain of these persons and their beneficial ownership of Bandag common stock as of January 31, 2006, is also set forth in the Schedule 14A filed by Bandag with the SEC on April 17, 2006.

EX-99.10

Exhibit 99.10

Fleet Customer Talking Points
For Use by Customer-facing Personnel

• As you may know, Bandag and Bridgestone Americas jointly announced the signing of a merger agreement pursuant to which Bridgestone Americas will acquire all of the outstanding shares of Bandag stock.

o The press release is available on www.Bandag.com.

• Our current expectation is that this transaction will close sometime after the first of the year, probably in late first quarter or early second quarter 2007.

• This news is good news for Bandag customers, dealers, employees, and shareholders. It means that Bandag’s industry-leading products and services will continue to thrive and be available to you worldwide.

• With ever-increasing operating costs, we know that as a customer you are not as worried about the price of an individual tire, but are increasingly focused on comprehensive tire management solutions.

o Together we can offer you a comprehensive tire maintenance solution, backed by a complete line of new and retread truck tire offerings and capabilities in vehicle services.

o Ultimately, this business combination will provide you with a total tire offering, a streamlined way to manage you needs throughout a tire’s life cycle.

• Because the transaction must first be approved by Bandag shareholders and undergo regulatory review, the two companies are limited by law in the steps they can take to integrate the businesses and what we can say about that future integration.

o That’s why answers to questions about future operations must wait until the transaction is concluded early next year.

o Certainly, as information becomes available, we will share it with you.

• For now, what we can tell you is that:

• First, this is a transaction based on strengths...

o Bandag and Bridgestone are both leaders in their respective areas.

o Bandag’s strengths in retreading technology and our passion for serving customers like you will continue to flourish in a strategic new business unit that Bridgestone Americas expects to create especially for the addition of our business to theirs.

• Second, this transaction is about opportunity, not about cost-cutting.

o Being part of Bridgestone Americas enables Bandag retreads and vehicle services, and Bridgestone truck and bus tires to enter a very competitive arena with a combined offering that can be adapted not only to your needs but to markets all over the world.

• Third, Bandag and its powerful brand will continue.

o Our prospective new parent company has acknowledged that value, and Bandag will be positioned and thrive as a major new business unit, operating under the Bandag name.

o Bandag will continue to be headquartered in Muscatine.

• As Marty Carver said to the entire Bandag organization when we announced this agreement, continuing change in the industry and your evolving needs as a fleet customer are what make this such a tremendous opportunity for Bandag and Bridgestone Americas.

Page 1 of 2

In connection with the proposed combination of Bandag, Incorporated and Bridgestone Americas Holding, Inc. (the Merger), Bandag will file with the Securities and Exchange Commission (the “SEC”), and will furnish to its shareholders, a proxy statement. Bandag shareholders are advised to read the proxy statement when it is finalized and distributed, because it will contain important information about the proposed Merger. Shareholders will be able to obtain, free of charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at www.sec.gov. Shareholders will also be able to obtain a free copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Bandag, 2905 N. Hwy. 61 Muscatine, IA 52761, Attention: Corporate Secretary, telephone (563) 262-1260, or from Bandag’s website, www.bandag.com.

Bandag and certain of its directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies from shareholders of Bandag in favor of the proposed Merger. Information regarding the persons who may be considered “participants” in the solicitation of proxies will be set forth in Bandag’s proxy statement. Information regarding certain of these persons and their beneficial ownership of Bandag common stock as of January 31, 2006, is also set forth in the Schedule 14A filed by Bandag with the SEC on April 17, 2006.

Page 2 of 2

EX-99.11

Exhibit 99.11

Elevator Speech

Bandag and Bridgestone Americas publicly have announced the signing of a merger agreement by which Bridgestone Americas will acquire all of the outstanding shares of Bandag stock. Our expectation is that this transaction will close after the first of the year, probably in late first quarter or early second quarter 2007.

This news is good news for Bandag, its dealers, its customers, its employees, and shareholders. This new relationship enables Bandag to position itself for continued prosperity in a changing marketplace.

With ever-increasing operating costs, customers today are focusing on comprehensive tire management solutions rather than just the price of the tire. To keep pace with the market and prepare for the future, it is critical that our business model continually evolve. The Bridgestone Group is the world’s largest manufacturer of quality tires and other rubber products. By combining our businesses, Bandag and Bridgestone Americas will better serve dealers and customers by offering a comprehensive tire maintenance solution, backed by a complete line of new and retread truck tire offerings, and capabilities in vehicle services. Ultimately, this business combination will provide customers with a total tire offering, a streamlined way to manage their needs throughout a tire’s life cycle.

Until the transaction closes, which is currently expected to be in the first half of 2007, and the integration teams begin their work, there are few specifics we can give you about how the combined businesses will operate in the future. As information becomes available, we will share it with you. What we can tell you today is that:

• First, this is a transaction based on strengths...

o Bandag and Bridgestone are both leaders in their respective areas.

o Bandag’s strengths in retreading technology and our passion for serving customers will continue to flourish in a strategic new business unit that Bridgestone Americas expects to create especially for the addition of our business to theirs.

• Second, this transaction is about opportunity, not about cost-cutting.

o Being part of Bridgestone Americas enables Bandag retreads and vehicle services, and Bridgestone truck and bus tires to enter a very competitive arena with a combined offering that can be adapted to markets all over the world.

• Third, Bandag and its powerful brand will continue.

o Our prospective new parent company has acknowledged that value, and Bandag will be positioned and thrive as a major new business unit, operating under the Bandag name.

o Bandag will continue to be headquartered in Muscatine.

• Fourth, joining these two organizations is a natural fit.

o In the US and Canada, Bandag and Bridgestone Americas share very similar distribution networks. Outside the U.S. and Canada, each of us has a global presence that will enable the combined company to identify and leverage potential synergies. Together our technological strengths, distribution networks, and the talents and skills of the people in each organization will continue to lead the industry in our global arenas.

As Marty Carver said to the entire Bandag organization when he announced this agreement, this new relationship positions Bandag for continued prosperity in a changing marketplace. Continuing change in the industry is what makes this such a tremendous opportunity for Bandag and Bridgestone Americas.

Page 1 of 2

In connection with the proposed combination of Bandag, Incorporated and Bridgestone Americas Holding, Inc. (the Merger), Bandag will file with the Securities and Exchange Commission (the “SEC”), and will furnish to its shareholders, a proxy statement. Bandag shareholders are advised to read the proxy statement when it is finalized and distributed, because it will contain important information about the proposed Merger. Shareholders will be able to obtain, free of charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at www.sec.gov. Shareholders will also be able to obtain a free copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Bandag, 2905 N. Hwy. 61 Muscatine, IA 52761, Attention: Corporate Secretary, telephone (563) 262-1260, or from Bandag’s website, www.bandag.com.

Bandag and certain of its directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies from shareholders of Bandag in favor of the proposed Merger. Information regarding the persons who may be considered “participants” in the solicitation of proxies will be set forth in Bandag’s proxy statement. Information regarding certain of these persons and their beneficial ownership of Bandag common stock as of January 31, 2006, is also set forth in the Schedule 14A filed by Bandag with the SEC on April 17, 2006.

Page 2 of 2

EX-99.12

Exhibit 99.12

MANAGERS’ Q&A

GENERAL QUESTIONS

1 What is being announced today?

Bridgestone Americas Holding, Inc. and Bandag, Incorporated today jointly announced that they have entered into a merger agreement pursuant to which Bridgestone Americas will acquire the outstanding shares of each class of stock of Bandag for US$50.75. Effective value of the transaction is approximately US$1.050 billion. After the transaction closes (which is currently expected late in Q1 or early in Q2 of 2007) Bandag will be a wholly owned subsidiary of BSAH.

2 In the past year, Bandag has restructured its business and reduced its workforce. Do you think it has done enough or does BSA intend to further consolidate the company with more layoffs and closures once BSA acquires it?

There are some questions that we are just not able to answer right now because the transaction must first be approved by Bandag shareholders and undergo regulatory review. Until that time, the two companies are limited by law in the steps they can take to integrate the businesses.

Let me tell you, however, what we do know:

• Bridgestone Americas is combining with Bandag to enhance its revenue and product offerings. This is not a transaction driven by cost cutting.

• Bridgestone Americas is combining with Bandag because it knows Bandag is a great company with great people, products and services.

3 Why does BSA want to acquire Bandag?

Bandag is a leader in the retreading business, with a strong global reputation for quality, service and technology. The Bridgestone Group is the world’s largest manufacturer of quality tires and other rubber products. With ever-increasing operating costs, customers are now focusing on comprehensive tire management solutions rather than just the price of the tire. To keep pace with the market and prepare for the future, it is critical that our business model continually evolve.

By combining their businesses Bandag and Bridgestone Americas will better service their customers by offering a comprehensive tire maintenance solution, backed by a complete line of new and retread truck tire offerings.

In the U.S. and Canada, Bandag and Bridgestone Americas share very similar distribution networks. The joining of these two organizations is a natural fit, which will provide enhanced service to both Bandag and Bridgestone Americas’ customers through this shared distribution network.

4 Is BSA buying Bandag just to buy its proprietary processes or does BSA intend to keep Bandag’s employees too?

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Bridgestone Americas is combining with Bandag because it knows it’s a great company with great people, products and services. However, there are some questions that we are just not able to answer right now because the transaction must first be approved by Bandag shareholders and undergo regulatory review. Until that time, the two companies are limited by law in the steps they can take to integrate the businesses.

5 How much is BSA paying for Bandag? And is this a fair price?

The effective value of the transaction is approximately US$1.049 billion. Price per share is approximatelyUS$50.75. Information about the price paid for Bandag stock will be provided in the proxy statement, which will be available shortly.

6 When did the deal begin?

Bandag and Bridgestone Americas have had a decades-long business relationship. TDS stores have been authorized dealers of Bridgestone Americas tires, and many GCR Tire Centers, units of Bridgestone Americas’ subsidiary, BFS Retail & Commercial Operations, LLC, which service the commercial and off-the-road trucking industry, are Bandag dealers. Information about the background of the merger and the parties’ negotiations will be included in the proxy statement to be mailed to Bandag shareholders and will be on file with the SEC.

7 When do you expect the deal to close?

The transaction is expected to close late in the first quarter or early in the second quarter of 2007, subject to the receipt of shareholder and regulatory approvals, as well as the satisfaction of other customary closing conditions.

8 What will happen if Bandag’s shareholders don’t approve the deal?

We can’t speculate on hypothetical questions.

9 Will BSA rebrand Bandag under a new name?

BSA will retain the Bandag brand. Bandag is a leader in the retreading business, with a strong global reputation for quality, service and technology, as well as an extensive worldwide dealer network.

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10 Is there any sort of a specific contract with the controlling shareholders?

Certain shareholders, including Carver Partners LP and Martin G. Carver, Bandag’s Chairman and CEO, have entered into separate agreements pursuant to which they have agreed, subject to certain conditions, to vote their shares in support of the transaction.

As he has always been, Marty Carver is committed to the success of this next stage in the life of Bandag. Marty will remain an indispensable resource and an essential advisor to the business after the closing of the transaction.

11 If a competitor or investment fund submits a higher bid, what will BSA do?

We can’t comment on that but would refer you to the proxy statement, which will be mailed to Bandag shareholders and will be on file with the SEC.

12 Do you expect to obtain the necessary regulatory approvals?

Yes.

13 Are there any other risks of the deal collapsing? If the deal falls through, what will BSA do?

We anticipate securing the necessary regulatory and shareholder approvals.

POST MERGER OPERATIONS

Post-merger plans have yet to be developed, but many of the questions will have the same answer. Please use the following answer to questions such as:

14 Who will be in charge of the new business?

15 What is the strategy and business plan after the merger?

16 How will BSA operate this new business in operations located outside North America?

In Japan?
In Europe?
Other locations?

17 Bridgestone Europe currently has a joint venture for its retread business — how will this relationship be affected by the Bandag deal?

18 Will BSA send a Japanese expatriate to head up Bandag?

It’s premature to comment on future operations. There are some questions that we are just not able to answer right now because the transaction must first be approved by Bandag shareholders and undergo regulatory review. Until that time, the two companies are limited by law in the steps they can take to integrate the businesses.

19 Which business unit is responsible for this business?

Bandag will operate as a wholly owned subsidiary of Bridgestone Americas Holding.

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20 What will BSA’s retread market share be like after the acquisition?

Modern Tire Dealer estimates Bandag’s current market share in the U.S. is 45 percent. That will not change as a result of the merger.

21 How will BSA operate and use Bandag?

Bandag is a strong company with a well-deserved global reputation for quality products and services. It will continue to provide the same great service its customers have come to expect. Beyond that, there are some questions that we are just not able to answer right now because the transaction must first be approved by Bandag shareholders and undergo regulatory review. Until that time, the two companies are limited by law in the steps they can take to integrate the businesses.

22 How will BSA apply its tire technology to the retread business? Can BSA use Bandag’s technology?

Technology and service efficiencies will be realized as a result of the combination of the two companies. Through shared resources of tire and retread technologies, the end user will have the benefit of better products and services.

23 Since fleet owners can buy import Chinese tires at a better price than they can buy American retreads, why is BSA buying into an American retread business?

With ever-increasing operating costs, customers are now focusing on comprehensive tire management solutions rather than just the price of the tire. To keep pace with the market and prepare for the future, it is critical that our business model continually evolve.

Bandag is a leader in the retreading business, with a strong global reputation for quality, service and technology. The Bridgestone Group is the world’s largest manufacturer of quality tires and other rubber products. By joining with Bandag, Bridgestone Americas can go to market as its competitors do today, with both new tires and retreading services to satisfy customer needs.

HUMAN RESOURCES QUESTIONS

There are a number of questions that Bandag employees can be expected to ask that do not have answers just yet. Many of them are about personnel decisions. Many others are about Bandag corporate functions and how they will be integrated into the Bridgestone operation. Possible questions along these lines include:

24 Will I be laid off?

25 What is going to happen to my compensation and benefits? Will we continue under the Bandag plan or will we come under the Bridgestone plan?

26 Will I be forced to move to Nashville?

27 Will there be an additional RIF?

28 What company functions will be relocated to Nashville?

29 Will the two company’s sales teams be merged?

30 Will Bridgestone merge TDS and GCR?

31 What will happen to Speedco and Vehicle Services?

32 Will Bandag plants report to Bridgestone Manufacturing?

33 What is going to happen to our European and Latin American operations?

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34 What is going to happen to Bandag senior management? Will they be replaced by people from Bridgestone? Are Bridgestone people just going to take over?

For the time being, the answer to all of these is as follows:

There are some questions that we are just not able to answer right now because the transaction must first be approved by Bandag shareholders and undergo regulatory review. Until that time, the two companies are limited by law in the steps they can take to integrate the businesses.

We understand the difficulty of uncertainty, and we are committed to answering these questions as soon as we can. When the answers are determined, you will be the first to know.

Let me tell you, however, what we do know:

• Bridgestone Americas is combining with Bandag to enhance its revenue and product offerings. This is not a transaction driven by cost cutting.

• Bridgestone Americas is combining with Bandag because it knows we are a great company with great people, products and services.

• There will be no change in compensation and benefits for Bandag employees for a full year. That has been agreed to in writing.

35 I have Bandag stock in my 401(k). What impact will this have on my 401(k)?

In the event of shareholder and regulatory approval, these shares will be converted the same way as all other shares and the cash will be credited to the participants’ accounts.

36 What role will Marty have in the new company?

As he has always been, Marty is committed to the success of this next stage in the life of Bandag. Marty will remain an indispensable resource and an essential advisor to the business after the closing of the transaction.

37 Will the corporate headquarters remain in Muscatine or move to Nashville?

Bandag is staying in Muscatine.

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38 I’ve heard of the so-called Bridgestone Way. What is that?

In 2001, the Company formulated a new corporate philosophy known as “The Bridgestone Way” in order to codify the company credo — “serving society with superior quality” — championed by the company’s founder, Shojiro Ishibashi.

The Bridgestone Way exemplifies the “Spirit” that each of the Companies’employees should always aim for and the “Mission” the Companies have assumed. At the core of this Spirit is a fervent desire to take pride in earning the trust of customers and other stakeholders. The Companies strive to make life safer, more fulfilling and more enjoyable by delivering high-quality products. The ultimate goal is to become a company that “can take pride in having earned the trust and affection of all.”

39 Will the Bandag name go away?

BSA will retain the Bandag brand. Bandag is a leader in the retreading business, with a strong global reputation for quality, service and technology, as well as an extensive worldwide dealer network.

40 Can you explain the merger process?

Currently we are in what you can call the “interim period.” That’s the time between the announcement of the transaction and its closing. During this time the two companies are limited by law in what they can do together, but there will be meetings to begin planning the integration process.

Before the transaction can close it must be reviewed and approved by government regulators, and it must be approved by a vote of our shareholders.

41 Why does Bandag senior management want to do this? Why did Mr. Carver decide to sell now?

When you run a company like Bandag at a time when the marketplace is changing, the question you have to ask yourself everyday is what will provide for the brightest future for the company and its employees, shareholders and other stakeholders. This transaction, at this time, is the answer to that question.

Customers are not as worried about the price of an individual tire as much as they want a comprehensive tire management solution. This combination gives them better service because they get that comprehensive tire maintenance solution backed by a complete line of new and retread truck tire offerings.

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In connection with the proposed combination of Bandag, Incorporated and Bridgestone Americas Holding, Inc. (the Merger), Bandag will file with the Securities and Exchange Commission (the “SEC”), and will furnish to its shareholders, a proxy statement. Bandag shareholders are advised to read the proxy statement when it is finalized and distributed, because it will contain important information about the proposed Merger. Shareholders will be able to obtain, free of charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at www.sec.gov. Shareholders will also be able to obtain a free copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Bandag, 2905 N. Hwy. 61 Muscatine, IA 52761, Attention: Corporate Secretary, telephone (563) 262-1260, or from Bandag’s website, www.bandag.com.

Bandag and certain of its directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies from shareholders of Bandag in favor of the proposed Merger. Information regarding the persons who may be considered “participants” in the solicitation of proxies will be set forth in Bandag’s proxy statement. Information regarding certain of these persons and their beneficial ownership of Bandag common stock as of January 31, 2006, is also set forth in the Schedule 14A filed by Bandag with the SEC on April 17, 2006.

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