MUSCATINE, Iowa (Jan. 18) — Bandag Inc. has converted each share of Class B common stock into one share of common stock, a move it said is unrelated to its pending acquisition by Bridgestone Americas Holding Inc.
The retread materials and equipment supplier said the Class B share conversion occurred Jan. 16. Each Class B common share had 10 votes per share compared with one vote per share of common stock. The significance of this arrangement is that it gave the family of Chairman and CEO Martin Carver, which owned approximately 99 percent of the outstanding shares of Class B common stock, about 64 percent of the voting power of Bandag´s voting securities.
After the Jan. 16 conversion, the Carver family now controls approximately 36 percent of the voting power of Bandag´s securities. The Carver family consists of Carver and his wife; his mother Lucille Carver; his brothers Roy Carver Jr. and John Carver and John Carver´s spouse; certain trusts of which members of the Carver family are beneficiaries; and certain corporations and partnerships controlled by members of the Carver family.
The conversion gives Bandag two classes of stock outstanding: the common stock and Class A common stock.
A Bandag spokesman said the Class B shares were created some time ago to protect the company from unsolicited takeovers. The shares were scheduled to expire automatically on Jan. 16, and the board of directors last August adopted a shareholder rights plan that called for one common share purchase right for each outstanding share of common stock and each outstanding share of Class B common stock.