UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
| BANDAG, INCORPORATED | |
| (Exact name of registrant as specified in its charter) |
| Iowa | 42-0802143 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
2905 North Highway 61, Muscatine, Iowa | 52761-5886 |
| (Address of principal executive offices) | (Zip Code) |
| (563) 262-1400 | |
| (Registrant’s telephone number, including area code) |
| Not Applicable | |
| (Former name, former address and former fiscal year, if | |
| changed since last report) |
Indicate by check mark 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 check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [_] Accelerated filer [X] Non-accelerated filer [_]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [_] No [X]
Common Stock, $1 par value, 9,072,129 shares as of October 31, 2006.
Class A Common Stock, $1 par value, 9,467,966 shares as of October 31, 2006.
Class B Common Stock, $1 par value; 917,251 shares as of October 31, 2006.
On November 3, 2006, the undersigned registrant filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2006. The registrant hereby amends Item 6 of Part II of its Quarterly Report on Form 10-Q to provide in its entirety as set forth below. This amendment does not reflect events occurring after the filing of the original Quarterly Report on Form 10-Q and other than amending Item 6 does not modify or update the disclosures in the original Quarterly Report on Form 10-Q in any way.
* * *
| 4.1 | Rights Agreement, dated as of August 21, 2006, between Bandag, Incorporated and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 8-A of Bandag, Incorporated, dated as of August 22, 2006). |
| 31.1 | Certification of Chief Executive Officer. |
| 31.2 | Certification of Chief Financial Officer. |
| 32.1 | Written Statement of the Chairman of the Board, Chief Executive Officer and President of Bandag, Incorporated Pursuant to 18 U.S.C. §1350. |
| 32.2 | Written Statement of the Vice President, Chief Financial Officer and Secretary of Bandag, Incorporated Pursuant to 18 U.S.C. §1350. |
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized.
| BANDAG, INCORPORATED (Registrant) |
| Date: November 20, 2006 | /s/ Martin G. Carver |
| Martin G. Carver | |
| Chairman and Chief Executive Officer | |
Date: November 20, 2006 | /s/ Warren W. Heidbreder |
| Warren W. Heidbreder | |
| Vice President, Chief Financial Officer |
Exhibit Index
| Exhibit Number | Exhibit |
| 4.1 | Rights Agreement, dated as of August 21, 2006, between Bandag, Incorporated and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 8-A of Bandag, Incorporated, dated as of August 22, 2006). |
| 31.1 | Certification of Chief Executive Officer. |
| 31.2 | Certification of Chief Financial Officer. |
| 32.1 | Written Statement of the Chairman of the Board, Chief Executive Officer and President of Bandag, Incorporated Pursuant to 18 U.S.C. §1350. |
| 32.2 | Written Statement of the Vice President, Chief Financial Officer and Secretary of Bandag, Incorporated Pursuant to 18 U.S.C. §1350. |
