Bandag Inc – ‘SC 13D/A’ on 10/30/97 re: Hni Corp

As of:  Thursday, 10/30/97   ·   Accession #:  897069-97-427   ·   File #:  5-15815

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Hon Industries, Inc.                                   4     19K 
 2: EX-99.1     Miscellaneous Exhibit                                  3     11K 

SC 13D/A   —   Hon Industries, Inc.
Document Table of Contents

SC 13D/A
1st Page of 4
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
 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).                                         

SC 13D/A
2nd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 2nd
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!

SC 13D/A
3rd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 3rd
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

SC 13D/A
Last Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 4th
 EXHIBIT INDEX

Exhibit                                                         

1    Information concerning certain persons referred to in Item 2.        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		10/30/97		3
		10/29/97		1		3			8-K
		10/15/97		3
									List all Filings