-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N/FbuYlA8zh6BG/FQnFCTEjfKHbX4I8D2Vxw3rsjCpOC2YnjXR5azJkcPZpChLjW LXzaewP+MPpb+zR9x55hyg== 0000897069-07-001331.txt : 20070604 0000897069-07-001331.hdr.sgml : 20070604 20070604190232 ACCESSION NUMBER: 0000897069-07-001331 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070531 FILED AS OF DATE: 20070604 DATE AS OF CHANGE: 20070604 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BANDAG INC CENTRAL INDEX KEY: 0000009534 STANDARD INDUSTRIAL CLASSIFICATION: TIRES AND INNER TUBES [3011] IRS NUMBER: 420802143 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2905 NORTH HIGHWAY 61 STREET 2: BANDAG HEADQUARTERS CITY: MUSCATINE STATE: IA ZIP: 52761-5886 BUSINESS PHONE: 5632621400 MAIL ADDRESS: STREET 1: 2905 N HIGHWAY 61 STREET 2: BANDAG HEADQUARTERS CITY: MUSCATINE STATE: IA ZIP: 52761-5886 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCERLANE JOHN C CENTRAL INDEX KEY: 0001207258 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07007 FILM NUMBER: 07899001 BUSINESS ADDRESS: STREET 1: BANDAG, INCORPORATED STREET 2: 2905 NORTH HIGHWAY 61 CITY: MUSCATINE STATE: IA ZIP: 52761-5886 MAIL ADDRESS: STREET 1: BANDAG INC STREET 2: 2905 N HWY 61 CITY: MUSCATINE STATE: IA ZIP: 52761 4 1 mce233.xml X0202 4 2007-05-31 1 0000009534 BANDAG INC BDG/BDGA 0001207258 MCERLANE JOHN C BANDAG, INCORPORATED 2905 NORTH HIGHWAY 61 MUSCATINE IA 527615886 0 1 0 0 VP, N. America; President, TDS Class A Common Stock, $1.00 Par Value 2007-05-31 4 D 0 15650.3108 D 0.0000 D Common Stock, $1.00 Par Value 2007-05-31 4 D 0 1149.8336 D 0.0000 D Employee Stock Option (Right to Buy) 33.8750 2007-05-31 4 D 0 7000 D 2009-02-08 Class A Common Stock 7000.0000 0.0000 D Employee Stock Option (Right to Buy) 21.0938 2007-05-31 4 D 0 17600 D 2010-03-07 Class A Common Stock 17600.0000 0.0000 D Employee Stock Option (Right to Buy) 24.3500 2007-05-31 4 D 0 19300 D 2011-03-13 Class A Common Stock 19300.0000 0.0000 D Employee Stock Option (Right to Buy) 32.5300 2007-05-31 4 D 0 16400 D 2012-03-12 Class A Common Stock 16400.0000 0.0000 D Employee Stock Option (Right to Buy) 27.6750 2007-05-31 4 D 0 22400 D 2013-02-25 Class A Common Stock 22400.0000 0.0000 D Employee Stock Option (Right to Buy) 44.4100 2007-05-31 4 D 0 6200 D 2014-02-24 Class A Common Stock 6200.0000 0.0000 D Employee Stock Option (Right to Buy) 40.9600 2007-05-31 4 D 0 5400 D 2015-02-18 Class A Common Stock 5400.0000 0.0000 D Employee Stock Option (Right to Buy) 35.8500 2007-05-31 4 D 0 4370 D 2016-02-21 Class A Common Stock 4370.0000 0.0000 D Employee Stock Option (Right to Buy) 34.8750 2007-05-31 4 D 0 3600 D 2016-04-18 Class A Common Stock 3600.0000 0.0000 D Stock Fund Unit 2007-05-31 4 D 0 144.523 D Common Stock 144.5230 0.0000 I By Profit Sharing Plan Stock Fund Unit 2007-05-31 4 D 0 172.356 D Class A Common Stock 172.3560 0.0000 I By Profit Sharing Plan Shares of Common Stock and Class A Common Stock were converted into the right to receive $50.75 per share pursuant to an Agreement and Plan of Merger, dated December 5, 2006, by and among Bandag, Incorporated, Grip Acquisition Corporation and Bridgestone Americas Holding, Inc. Options became fully vested as of February 8, 2004. The options were cancelled in the merger and the reporting person became entitled to receive an amount in cash equal to the product of (a) the excess, if any, of (i) the merger consideration over (ii) the exercise price per share of such stock options, multiplied by (b) the number of shares subject to such stock options. Options became fully vested as of March 7, 2005. Options became fully vested as of March 13, 2006. Options became fully vested as of March 12, 2006. Options became fully vested as of February 25, 2007. Prior to consummation of the merger, the options had a vesting schedule of 25% on each of February 24, 2005, 2006, 2007 and 2008. Prior to consummation of the merger, the options had a vesting schedule of 25% on each of February 18, 2006, 2007, 2008 and 2009. Prior to consummation of the merger, the options had a vesting schedule of 25% on each of February 21, 2007, 2008, 2009 and 2010. Prior to consummation of the merger, the options had a vesting schedule of 25% on each of April 18, 2007, 2008, 2009 and 2010. The number of underlying securities, for which the merger consideration was paid, was based on the number of stock fund units, the value of these units and the Company's Common and Class A Common Stock market values as of May 31, 2007. Represents stock fund units under the Bandag Salaried Profit Sharing, Retirement and Savings Plan, including 4 shares of Common Stock and 4 shares of Class A Common Stock acquired since December 31, 2006. /s/ McErlane, John C. 2007-06-04 -----END PRIVACY-ENHANCED MESSAGE-----