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): May 31, 2007

Bandag, Incorporated

(Exact Name of Registrant as Specified in Charter)

Iowa	1-7007	42-0802143
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
Incorporation)

2905 North Highway 61, Muscatine, Iowa 52761-5886
(Address of Principal Executive Offices) (Zip Code)

(202) 393-1101
(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 (see General Instruction A.2. below):

|_| 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 2.01 Completion of Acquisition or Disposition of Assets

        On May 31, 2007, pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 5, 2006, by and among Grip Acquisition Corporation (“Grip”), Bridgestone Americas Holding, Inc. (“Bridgestone”) and Bandag, Incorporated (“Bandag”), the merger of Grip with and into Bandag was completed. As a result of the merger, Bandag became a wholly-owned subsidiary of Bridgestone. Pursuant to the merger, the shareholders of Bandag will receive $50.75 in cash for each share of Common Stock and Class A Common Stock of Bandag, each par value $1.00 per share, that they held prior to the merger. The total value of the merger consideration was approximately $1.05 billion. In connection with the merger, Bandag’s Common Stock and Class A Common Stock will be delisted from the securities exchanges and Bandag will file a Form 15 to deregister its Common Stock and Class A Common Stock under the Securities Exchange Act of 1934, each as soon as practicable and advisable. Trading was suspended at the market close on May 31, 2007.

        The information provided in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

        The information provided in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 5.01 Changes in Control of Registrant

        The information provided in Item 2.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

        As of the effective time of the merger, all of the members of the Board of Directors of Bandag were removed and replaced with the members of the Board of Directors of Grip.

        The former directors are Martin G. Carver, Roy J. Carver, Jr., Gary E. Dewel, James R. Everline, Phillip J. Hanrahan, Amy P. Hutton and R. Stephen Newman.

        The new directors are Saul Solomon, Kenneth Weaver and Singh Ahluwalia.

        As of the effective time of the merger, Martin G. Carver ceased serving as our Chairman of the Board, President and Chief Executive Officer and Warren W. Heidbreder ceased serving as our Vice President, Chief Financial Officer and Secretary. As of the time of filing this Current Report on Form 8-K, their successors have not yet been elected.

Item 8.01. Other Events

        On June 1, 2007, Bridgestone and Bandag issued a joint press release announcing the completion of the merger. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

        On May 30, 2007, Roy J. Carver, Jr., the International Wrestling Institute & Museum, an Iowa not-for-profit corporation (the “Museum”), and Grip, entered into a Joinder Agreement relating to that certain Voting Agreement dated December 5, 2006 (the “Voting Agreement”) between Mr. Carver and Grip. Pursuant to the Voting Agreement, Mr. Carver agreed to vote for and to grant irrevocable proxies to Grip’s designees for the purpose of voting all of Mr. Carver’s shares in favor of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the merger of Grip 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 merger. The Voting Agreement also contains restrictions on the transfer of Mr. Carver’s shares unless Grip consents to the transfer. Mr. Carver, the Museum and Grip entered into the Joinder Agreement in connection with Mr. Carver’s transfer of 2,000 shares of Bandag Class A Common Stock to the Museum. Grip consented to the transfer of Mr. Carver’s shares, provided that the Museum 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.

(d) Exhibits.

Exhibit No.	Description
10.1	Joinder Agreement dated as of May 30, 2007.
99.1	Bridgestone Americas Holding, Inc. and Bandag, Incorporated
	joint press release, dated June 1, 2007.

2

SIGNATURE

        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/ John C. McErlane

        John C. McErlane

        Vice President, North America

Date: June 1, 2007

Signature Page

BANDAG, INCORPORATED

Exhibit Index to Current Report on Form 8-K

Exhibit
Number

10.1 Joinder Agreement dated as of May 30, 2007.

99.1 Bridgestone Americas Holding, Inc. and Bandag, Incorporated joint press release, dated June 1, 2007.

EX-10.1

Exhibit 10.1

JOINDER AGREEMENT

        This JOINDER AGREEMENT is made and entered into as of the 30^th day of May, 2007, by and among GRIP ACQUISITION CORPORATION, an Iowa corporation (“MergerCo”), International Wrestling Institute & Museum an Iowa not-for-profit corporation (the “Joining Stockholder”), and ROY J. CARVER, JR. (the “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 the Shareholder entered into the Voting Agreement pursuant to which the 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 2,000 shares of Class A Common Stock, par value $1.00 per share, of 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 (a) 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); (b) perform all obligations, duties and liabilities of the Shareholder pursuant to the Voting Agreement with respect to the Assigned Shares; and (c) be deemed a “Shareholder” thereunder for all purposes.

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

        3.     Assumption of Liability. The 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.

        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:

INTERNATIONAL WRESTLING INSTITUTE & MUSEUM

By:  /s/ Mike Chapman

Name:  Mike Chapman

Title:  Executive Director

SHAREHOLDER

/s/ Roy J. Carver, Jr.

Roy J. Carver, Jr.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	Bridgestone Americas Holding, Inc.
	Media Contact: Steven Akey
1:15 p.m. CST Press Conference	Phone: 877-201-2373
with Mark Emkes, Martin Carver and
Saul Solomon	Bandag
	Media Contact: Bill Block
Dial in number: 800-819-9193	Phone: 877-201-2373
Confirmation Code: 3408145	563-262-1217

Bridgestone Americas Completes Acquisition of Bandag

NASHVILLE, Tenn., and MUSCATINE, Iowa (June 1, 2007) – Bridgestone Americas Holding, Inc. (BSAH) has completed its $1.05 billion cash merger with Bandag, Incorporated (Bandag). The two companies entered into a merger agreement on Dec. 5, 2006, in which Bridgestone Americas committed to acquire the outstanding shares of each class of Bandag stock for US$50.75 per share. The closing occurred May 31, 2007.

        BSAH is a subsidiary of Bridgestone Corporation, the world’s largest manufacturer of quality tires and other rubber products. Bandag is a world leader in the retreading business.

        “This combination is a natural fit, signaling the beginning of an enhanced level of service and technology for our customers, while providing the same great level of quality,” said Mark A. Emkes, Chairman and CEO, BSAH. “By combining our businesses, Bandag and Bridgestone Americas will provide even better service to our customers by offering a comprehensive tire maintenance solution, backed by a complete line of new and retread truck tire offerings. Today, our two companies are one family.”

        Emkes also announced, today, the appointment of Saul Solomon to the position of Chairman, CEO and President of Bandag. Previously, Solomon served as Vice President and General Counsel of BSAH. Solomon and his family are relocating to Muscatine, where Bandag’s headquarters will remain.

        “It’s a real privilege to have the opportunity to work with such an accomplished group of professionals,” Solomon said.

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        According to Solomon, “Both Bridgestone and Bandag are recognized leaders in their respective industries. Through the shared resources of tire and retread technologies, our customers will have the benefit of even better products and services.”

        Outgoing Bandag Chairman and CEO Martin G. Carver, whose family founded Bandag in 1957, will remain a key advisor to Solomon and his team. “I can’t say enough about the people of Bandag—not just for what they’ve accomplished, but how they’ve accomplished it. That’s always been what set us apart. Now the members of the Bandag family have an exciting new future, provided by the combination of these two great companies.

        “The real winners will be our customers, both fleets and dealers, who will now be able to take advantage of a total tire offering—a streamlined way to manage customer needs throughout a tire’s life cycle. The alignment of Bandag with Bridgestone Americas will result in a force that will be unmatched in our industry,” Carver said.

        According to Emkes, “Bandag’s hometown will not change. The Bandag brand will not change. There is one significant change, however. And that is the fact that two companies which had formerly charted separate courses toward global leadership will now work together to provide superior service and product offerings to our customers.”

        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.

        Trading in Bandag shares continued until the end of the trading day on May 31.

*For more information and downloadable video and photographs, please visit: http://www.bridgestoneamericasmedia.com

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 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.

About Bridgestone Bandag, LLC:

        Bandag is the operating name of Bridgestone Bandag, LLC, a wholly owned subsidiary of Bridgestone Americas Holding, Inc. Bandag manufactures retreading materials and equipment for its worldwide network of more than 800 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 percent interest in Speedco, Inc., a provider of on-highway truck lubrication and routine tire services to commercial truck owner-operators and fleets.

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