BANDAG, INCORPORATED
(Exact name of registrant as specified in its charter)
| Iowa (State of other jurisdiction of incorporation or organization) | 42-0802143 (I.R.S. Employer Identification No.) |
| 2905 North Highway 61 Muscatine, Iowa 52761-5886 (Address of principal executive offices) |
Registrant's telephone number, including area code: (563) 262-1400
| Securities registered pursuant to Section 12(b) of the Act: |
| Common Stock - $1 Par Value Class A Common Stock - $1 Par Value | New York Stock Exchange and Chicago Stock Exchange New York Stock Exchange and Chicago Stock Exchange |
|---|---|
| (Title of Class) | (Name of each exchange on which registered) |
| Securities registered pursuant to Section 12(g) of the Act: | None |
| (Title of class) |
Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes X No
The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of June 30, 2004: Common Stock, $286,830,927, Class A Common Stock (non-voting), $197,703,487, Class B Common Stock, $701,748.
The number of shares outstanding of the issuer’s classes of common stock as of January 31, 2005: Common Stock, 9,116,770 shares; Class A Common Stock, 9,421,307 shares; Class B Common Stock, 918,591 shares.
Portions of the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held May 3, 2005 are incorporated by reference in Part III.
On March 2, 2005, the undersigned registrant filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2004. The registrant hereby amends the original Annual Report on Form 10-K by replacing Exhibits 31.1 and 31.2 (Certifications pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934) with Exhibits 31.1 and 31.2 filed with this Amendment No. 1. The amended certifications are being filed to include certain required representations with respect to internal control over financial reporting.
This amendment does not reflect events occurring after the filing of the original Annual Report on Form 10-K and, other than amending Exhibits 31.1 and 31.2, does not modify or update the disclosures in the original Annual Report on Form 10-K in any way.
| Item 15. | Exhibits and Financial Statement Schedules |
| (3) | Exhibits |
| 31.1 | Certification of Chief Executive Officer (Amended) |
| 31.2 | Certification of Chief Financial Officer (Amended) |
| 32.1 | Written Statement of the Chairman of the Board, Chief Executive Officer and President of Bandag, Incorporated Pursuant to 18 U.S.C.ss.1350. |
| 32.2 | Written Statement of the Vice President, Chief Financial Officer and Secretary of Bandag, Incorporated Pursuant to 18 U.S.C.ss.1350. |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this amendment to be signed on its behalf by the undersigned thereunto duly authorized on the 4th day of March, 2005.
| BANDAG, INCORPORATED | ||
|---|---|---|
| By: | /s/ Martin G. Carver | |
| Martin G. Carver Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer) | ||
