UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Hon Industries, Inc.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
438092 10 8
(CUSIP Number)
Warren W. Heidbreder, Bandag, Incorporated
Bandag Center
Muscatine, Iowa 52761-5886
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 29, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [_].
Check the following box if a fee is being paid with the statement [_].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that Section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
<PAGE>
CUSIP No. 438092 10 8
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bandag, Incorporated - ID #42-0802143
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Iowa
NUMBER OF 7 SOLE VOTING POWER
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
This statement relates to the common stock, $1.00 par value
("Common Stock"), of HON INDUSTRIES Inc. ("Issuer"), 414 East Third
Street, P. O. Box 1109, Muscatine, Iowa, 52761.
Item 2. Identity and Background.
The person filing this statement is Bandag, Incorporated, an
Iowa corporation ("Bandag"), with its headquarters at Bandag Center,
Muscatine, Iowa, 52761-5886. Bandag is primarily in the business of
retreading used tires for the transportation industry. Bandag has not,
during the five years prior to the date hereof, been convicted in a
criminal proceeding.
During the five years prior to the date hereof, Bandag has not
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which Bandag was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
A list of the executive officers, directors and controlling
shareholders, including their addresses and principal occupations, is set
forth in Exhibit 1 and incorporated herein by reference. To the best
knowledge of Bandag, none of these individuals during the five years prior
to the date hereof (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii) was a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of which was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
On October 29, 1997, Bandag, through its wholly-owned subsidiary
BTC, Inc., sold 2,395,000 shares of Common Stock in a registered public
offering (the "Offering") pursuant to a Registration Statement on Form S-
3, File No. 333-36433 (the "Registration Statement"). Upon consummation
of the Offering, Bandag held no shares of Common Stock.
Other than as indicated above, neither Bandag, nor any of its
executive officers, directors or controlling shareholders, has any present
plans or proposals which relate to or would result in any of the following
(although Bandag reserves the right to develop such plans or proposals):
(i) the acquisition of additional securities of the Issuer, or the
disposition of securities of the Issuer; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving
the Issuer or any of its subsidiaries; (iii) a sale or transfer of a
material amount of assets of the Issuer or any of its subsidiaries; (iv)
any change in the present Board of Directors or management of the Issuer,
including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the Issuer's Board of Directors; (v)
any material change in the present capitalization or dividend policy of
the Issuer; (vi) any other material change in the Issuer's charter or by-
laws or other actions which may impede the acquisition of control of the
Issuer by any person; (vii) causing a class of securities of the Issuer to
be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (viii) a class of equity
securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
(ix) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) - (b) Upon consummation of the Offering, Bandag held no
shares of Common Stock of the Issuer. To the best
knowledge of Bandag, no shares of Common Stock are
beneficially owned by any of its executive officers,
directors or controlling shareholders, except for
(1) 7,200 shares beneficially owned by Lucille A.
Carver, Treasurer and a director, (2) an aggregate of
8,820 shares beneficially owned by Martin G. Carver,
Chief Executive Officer, President and a director, and
Roy J. Carver, Jr., a director, as trustees of trusts
established by Lucille A. Carver for the benefit of
her grandchildren, and (3) 1,500 shares beneficially
owned by Warren W. Heidbreder, Vice President, Chief
Financial Officer and Corporate Secretary. Edgar D.
Jannotta, a director of Bandag, is Senior Director of
William Blair & Company, L.L.C. ("Blair"). Blair is a
market maker in the Common Stock and, as such, may
from time to time have a long or short position in the
Common Stock.
(c) The only transaction in Common Stock that was effected
by Bandag during the 60 days prior to the Offering was
the transfer for no consideration of 2,395,000 shares
of Common Stock to Bandag's wholly-owned subsidiary,
BTC, Inc. To the best knowledge of Bandag, none of
its executive officers, directors or controlling
shareholders has effected any transactions in the
Common Stock during the past 60 days, except for
Martin G. Carver, Chief Executive Officer, President
and a director, who, with his wife, sold 8,094 shares
of Common Stock at $57-1/4 per share on October 15, 1997.
(d) Not Applicable.
(e) Bandag ceased to be the beneficial owner of more than
5% of the Common Stock on October 29, 1997.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
Information concerning certain persons referred to in Item 2 is
contained in Exhibit I.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: October 30, 1997.
BANDAG, INCORPORATED
By: /s/ David W. Eaton
David W. Eaton
Assistant Secretary
<PAGE>
EXHIBIT INDEX
Exhibit
1 Information concerning certain persons referred to in Item 2.
Exhibit 1
I. Directors
Principal occupation and name,
principal business and address
Name and Address of any organization in which
(Business or Residence) such employment is conducted
----------------------------- -----------------------------
Robert T. Blanchard President, North American
The Procter & Gamble Company Beauty Care Sector of The
1 Procter & Gamble Plaza Procter & Gamble Company, a
Cincinnati, Ohio 45202 consumer products company
R. Stephen Newman President and Chief Executive
Bacon's Information, Inc. Officer, Bacon's Information,
332 South Michigan Inc., a media information
Suite 900 services company
Chicago, Illinois 60604
Lucille A. Carver Treasurer of Bandag
Bandag, Incorporated
Bandag Center
Muscatine, Iowa 52761
Martin G. Carver Chairman of the Board, Chief
Bandag, Incorporated Executive Officer and
Bandag Center President of Bandag
Muscatine, Iowa 52761
Edgar D. Jannotta Senior Director, William Blair
William Blair & Company, L.L.C. & Company, L.L.C., Investment
222 West Adams Street Bankers
Chicago, Illinois 60606
Roy J. Carver, Jr. Chairman of the Board and
Carver Pump Company President, Carver Pump
2415 Park Avenue Company, a manufacturer of
Muscatine, Iowa 52761 pumps for industrial uses
Phillip J. Hanrahan Partner, law firm of Foley &
Foley & Lardner Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
James R. Everline President, Everline & Co., a
7105-B Calabria Court mergers and
San Diego, California 92122 acquisitions/management
consulting company
Gary E. Dewel Vice President, Supply Chain,
Solutia Inc. Solutia Inc., an applied
10300 Olive Blvd. chemistry company
Mailcode: G4NA
St. Louis, Missouri 63166
<PAGE>
II. Executive Officers
Name Capacities in Which Served
------------------------- ------------------------------
Martin G. Carver Chairman of the Board, Chief
Executive Officer and President
Thomas E. Dvorchak Senior Vice President
Lucille A. Carver Treasurer
Warren W. Heidbreder Vice President, Chief Financial
Officer and Corporate Secretary
Sam Ferrise II Vice President, Sales and Marketing
Nathaniel L. Derby, II Vice President, Manufacturing Design
Hong Yan Li, Henry Vice President, Asian Operations
Patricio H. Andrade-Marin Vice President, Latin America
Patrick K. Robbins Vice President and General Manager,
Eastern Hemisphere Retreading
Division
<PAGE>
III. Controlling Shareholders
Name and Address
____________________________
Lucille A. Carver
c/o Bandag, Incorporated
Bandag Center
Muscatine, Iowa 52761
Martin G. Carver
c/o Bandag, Incorporated
Bandag Center
Muscatine, Iowa 52761
Roy J. Carver, Jr.
c/o Bandag, Incorporated
Bandag Center
Muscatine, Iowa 52761
