8-K

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):	March 19, 2007

                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)

[   ]      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 March 19, 2007, Martin G. Carver, the Chairman of the Board, Chief Executive Officer and President of Bandag, Incorporated (“Bandag”), the Martin G. and Ruth A. Carver Foundation, a Delaware not-for-profit corporation (the “Foundation”), and Grip Acquisition Corporation, an Iowa corporation (“Grip Acquisition”), entered into a Joinder Agreement relating to that certain Voting Agreement dated December 5, 2006 (the “Voting Agreement”) between Mr. Carver and Grip Acquisition. Pursuant to the Voting Agreement, Mr. Carver has agreed to vote for and to grant irrevocable proxies to Grip Acquisition’s designees for the purpose of voting all of Mr. Carver’s shares in favor of that certain Agreement and Plan of Merger dated December 5, 2006 (the “Merger Agreement”) among Bandag, Grip Acquisition and Bridgestone Americas Holding, Inc., a Nevada corporation, and the transactions contemplated by the Merger Agreement, including the merger of Grip Acquisition with and into Bandag, and against, among other things, any proposal made in opposition to, or in competition or inconsistent with, the Merger Agreement or the proposed merger. The Voting Agreement also contains restrictions on the transfer of Mr. Carver’s shares unless Grip Acquisition consents to the transfer. Mr. Carver, the Foundation and Grip Acquisition entered into the Joinder Agreement in connection with Mr. Carver’s transfer of 200,000 shares of Bandag common stock to the Foundation. Grip Acquisition consented to the transfer of Mr. Carver’s shares, provided that the Foundation became a party to the Voting Agreement by entering into the Joinder Agreement.

        A copy of the Joinder Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference in this Current Report on Form 8-K.

Item 9.01.     Financial Statements and Exhibits.

        The following exhibit is being filed with this Current Report on Form 8-K:

10.1    Joinder Agreement dated March 19, 2007.

-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:   March 23, 2007

-3-

BANDAG, INCORPORATED

Exhibit Index to Current Report on Form 8-K

Exhibit Number            Description

         10.1                       Joinder Agreement dated March 19, 2007.

-4-

EX-10.1

Exhibit 10.1

JOINDER AGREEMENT

        This Joinder Agreement is made and entered into as of the 19^th day of March, 2007, by and among GRIP ACQUISITION CORPORATION, an Iowa corporation (“MergerCo”), MARTIN G. AND RUTH A. CARVER FOUNDATION, a Delaware not-for-profit corporation (the “Joining Stockholder”), and MARTIN G. CARVER (“Shareholder”) and relates to that certain Voting Agreement (the “Voting Agreement”) dated as of December 5, 2006, between MergerCo and the Shareholder.

        WHEREAS, simultaneously with the execution of the Agreement and Plan of Merger, dated as of December 5, 2006, by and among MergerCo, Bridgestone Americas Holding, Inc. and Bandag, Incorporated (the “Merger Agreement”), MergerCo and Shareholder entered into the Voting Agreement pursuant to which Shareholder agreed to, among other things, vote his Owned Shares in favor of the adoption of the Merger Agreement and approval of the Merger (as defined in the Merger Agreement) at the Shareholder Meeting; and

        WHEREAS, the Shareholder wishes to assign 200,000 shares of Common Stock in Bandag, Incorporated (the “Assigned Shares”) to the Joining Stockholder; and

        WHEREAS, MergerCo is willing to consent to such transfer of the Assigned Shares as a Transfer to a Permitted Transferee pursuant to Section 2.3 of the Voting Agreement, provided that the Joining Stockholder becomes a party to the Voting Agreement, and the Joining Stockholder desires to do so in accordance with the terms hereof.

        NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Joinder Agreement agree as follows:

         1.      Agreement to be Bound. The Joining Stockholder acknowledges and agrees that, upon the execution of this Joinder Agreement, it shall (i) join and become a party to the Voting Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Voting Agreement as though an original party thereto (including but not limited to, the Agreement to Vote and Restrictions on Transfers pursuant to Article II of the Voting Agreement, and the Additional Covenants pursuant to Article IV of the Voting Agreement); (ii) perform all obligations, duties and liabilities of the Shareholder pursuant to the Voting Agreement with respect to the Assigned Shares; and (iii) be deemed a “Shareholder” thereunder for all purposes.

         2.      Consent. MergerCo consents to Shareholder’s Transfer of the Assigned Shares to Joining Stockholder as a Permitted Transferee.

         3.      Assumption of Liability. Shareholder hereby assumes joint and several liability for any and all obligations, duties and liabilities of the Joining Stockholder with respect to the Assigned Shares under the Voting Agreement.

         4.      Representations and Warranties of Shareholder and Joining Stockholder. Each of the Shareholder and the Joining Stockholder jointly and severally represents and warrants to MergerCo that it has the requisite capacity and authority to execute and deliver this Joinder Agreement and to fulfill and perform his or its obligations hereunder. This Joinder Agreement has been duly and validly executed and delivered by the Shareholder and the Joining Stockholder and constitutes a legal, valid and binding agreement of the Shareholder and the Joining Stockholder enforceable by MergerCo against the Shareholder and the Joining Stockholder in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and by general equitable principles.

         5.      Representations and Warranties of MergerCo. MergerCo represents and warrants to the Shareholder and the Joining Stockholder that it has the requisite capacity and authority to execute and deliver this Joinder Agreement and to fulfill and perform his or its obligations hereunder. This Joinder Agreement has been duly and validly executed and delivered by MergerCo and constitutes a legal, valid and binding agreement of MergerCo enforceable by the Shareholder and the Joining Stockholder against MergerCo in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and by general equitable principles.

         6.      Binding Effect. This Joinder Agreement shall be binding upon and shall inure to the benefit of, and be enforceable by, MergerCo, the Shareholder, the Joining Stockholder and their respective heirs, personal representatives, successors and assigns.

         7.      Assignment. Neither this Joinder Agreement nor any right, interest or obligation hereunder may be assigned by any party hereto, in whole or part (whether by operation of law or otherwise), without the prior written consent of the other parties hereto and any attempt to do so will be null and void.

         8.      Amendments. This Joinder Agreement may not be amended except by written agreement signed by all of the parties to this Joinder Agreement.

         9.      Counterparts. This Joinder Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original and shall become effective when one or more counterparts has been executed by each party hereto and delivered to the other party.

         10.      Capitalized Terms. Capitalized terms used in this Joinder Agreement and not defined herein shall have the meanings ascribed to such terms in the Voting Agreement and the Merger Agreement.

-2-

         11.      Governing Law. This Joinder Agreement shall be governed by and construed in accordance with the laws of the State of Iowa (without reference to such State’s conflicts of laws provisions).

        IN WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of the date first above written.

MERGERCO:

GRIP ACQUISITION CORPORATION

By: /s/  Saul Solomon                       

Name:  Saul Solomon

Title:  President

JOINING STOCKHOLDER:

MARTIN G. AND RUTH A. CARVER FOUNDATION

By: /s/  Martin G. Carver                    

Name:  Martin G. Carver

Title:   President (acting pursuant to direction

            of Board of Advisors)

SHAREHOLDER

/s/  Martin G. Carver                           

Martin G. Carver

-3-