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): November 17, 1997
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
(Address of principal executive offices including zip code)
(319) 262-1400
(Registrant's telephone number)
Item 2. Acquisition or Disposition of Assets.
(a) On November 17, 1997, Bandag, Incorporated ("Bandag"),
through Tire Distribution Systems, Inc. ("Tire Distribution"), a Delaware
corporation and an indirect wholly owned subsidiary of Bandag, consummated
the purchase of all of the issued and outstanding shares of common stock
of J.W. Brewer Tire Co., Inc. ("Brewer") from the shareholders of Brewer
(none of whom are affiliated with Bandag) for a purchase price of
$66,524,000, payable $500,000 in cash and $66,024,000 in promissory notes
which mature on January 5, 1998. The terms of the transaction were
determined in arms-length negotiations. The source of the funds for the
purchase was a combination of (i) the proceeds contributed to Tire
Distribution pursuant to the sale of 2,395,000 shares of common stock of
HON INDUSTRIES Inc. in a registered public offering on October 29, 1997,
(ii) working capital and (iii) a portion of the proceeds of an expected
planned private placement of senior notes. Brewer is an independent
franchised dealer of Bandag that is engaged in commercial, wholesale and
retail distribution of passenger, truck and off-road new and retreaded
tires. Brewer's facilities are located in the states of Colorado,
Wyoming, Utah, Nevada, South Dakota and New Mexico.
Bandag will account for the transaction under the
purchase method. Accordingly, the accounts and transactions of Brewer
will be included in the consolidated financial statements of Bandag from
the date of acquisition.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The acquired business does not meet the 20% significant
subsidiary tests required for financial statement
reporting; therefore, no financial statement information
is required to be filed with this Current Report on Form
8-K.
(b) Pro forma financial information.
The acquired business does not meet the 20% significant
subsidiary tests required for pro forma financial
reporting; therefore, no pro forma financial information
is required to be filed with this Current Report on Form
8-K.
(c) Exhibits.
None.
Pursuant to the requirements of the Securities Exchange Act of
1934, Bandag has duly caused this Current Report on Form 8-K to be signed
on its behalf by the undersigned thereunto duly authorized.
Bandag, Incorporated
By: /s/ Warren W. Heidbreder
Warren W. Heidbreder, Vice
President, Chief Financial
Officer