Carver family relinquishes control of Bandag, per charter
Pursuant to the terms of Bandag Inc.'s charter, each share of its outstanding Class B common stock was automatically converted into one share of common stock on Jan. 16, 2007.
Each stock certificate that formerly represented "issued and outstanding" shares of Class B common stock is now deemed to represent the same number of shares of common stock. Shareholders do not need to
exchange share certificates as a result of the conversion.
The Class B common stock had 10 votes per share compared to one vote per share for the common stock. Prior to the conversion, the Carver family owned approximately 99% of the outstanding shares of Class B common stock and controlled approximately 64% of the voting power of Bandag's voting securities (the Class B common stock and common stock).
Following the conversion, the Carver family controls approximately 36% of the voting power of Bandag's voting securities (the common
stock). The Carver family consists of Lucille A. Carver; Martin Carver and his spouse; Roy Carver Jr.; John Carver and his spouse; certain trusts of which members of the Carver family are beneficiaries; and certain corporations and partnerships controlled by members of the Carver family.
Bridgestone Americas Holding Inc. entered into an agreement to acquire Bandag in December (see "Bridgestone Americas to acquire Bandag for $1.05 billion," Dec. 5, 2006). Bridgestone agreed to acquire outstanding shares of each class of Bandag stock for $50.75 per share.
Following the automatic conversion of the Class B common stock, Bandag has two classes of stock outstanding -- the common stock and the Class A common stock.
Class B shareholders of record at the close of business on Dec. 22, 2006, will receive the quarterly dividend of $.34 per share of Class B
common stock payable on Jan. 22, 2007.