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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
(Name of Issuer)
BADGER METER, INC.
(Title of Class of Securities)
COMMON STOCK $1.00 PAR VALUE
(CUSIP Number)
056525-10-8
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
JAMES O. WRIGHT, BADGER METER, INC., 4545 W. BROWN DEER ROAD,
MILWAUKEE, WI 53223 (414)355-0400
(Date of Event which Requires Filing of this Statement)
JUNE 2, 1995
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).
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SCHEDULE 13D
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CUSIP NO. 056525-10-8 Page 2 of 5 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James O. Wright
###-##-####
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
2 (b) [ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (e) [ ]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 USA
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NUMBER OF SOLE VOTING POWER
SHARES 7 3,540
BENEFICIALLY -------------------------------------------------------------------------------------------------
OWNED BY SHARED VOTING POWER
EACH 8 549,172(1)
REPORTING -------------------------------------------------------------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9 3,000
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SHARED DISPOSITIVE POWER
10 137,180
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 552,712
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 31.4%
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TYPE OF REPORTING PERSON IN
14 (1)The reported shares include 499,985 shares of Class B Common stock (which is convertible into shares
of Common stock on a one-for-one basis) and 49,187 shares of Common stock.
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER
Badger Meter, Inc. Common stock, $1.00 Par Value, CUSIP #056525-10-8:
Corporate headquarters: Badger Meter, Inc.
4545 W. Brown Deer Road
Milwaukee, WI 53223-0099
ITEM 2. IDENTITY AND BACKGROUND
a) Name of reporting person: James O. Wright
b) Business address: 4545 W. Brown Deer Road
Milwaukee, WI, 53223-0099
c) Principal occupation and name, principal business and address of
employer:
Mr. Wright is Chairman of Badger Meter, Inc., 4545 W. Brown Deer Road,
Milwaukee, Wisconsin, 53223-0099. Badger Meter is a marketer and
manufacturer of flow measurement technology products.
d) During the last five years, Mr. Wright has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
e) During the last five years, Mr. Wright was not a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction by which as a result of such proceeding he was or is
subject to a judgement, 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.
f) Citizenship: Mr. Wright is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
With regard to 109,806 shares of Badger Meter Class B Common stock and
35,359 shares of Badger Meter Common stock, these shares have been
voluntarily deposited into the Badger Meter Officers' Voting Trust.
The depositing beneficiaries have a continuing beneficial interest in
the deposited shares and may withdraw their shares at any time,
subject to the terms of the Badger Meter Officers' Voting Trust.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Wright is the beneficial owner in terms of voting power, pursuant
to Rule 13d-3, of 109,806 shares of Badger Meter Class B Common stock,
$.10 par value and 35,359 shares of Badger Meter Common stock, $1.00
par value, as a result of his appointment as a co-trustee of the
Badger Meter Officers' Voting Trust and the deposit of such shares
into or the purchase of such shares through the Badger Meter Officers'
Voting Trust. He also is a beneficial owner of 390,179 shares of
Class B Common stock and 13,828 shares of Common Stock held by the
Badger Meter Voting Trust as a result of serving as a voting
co-trustee of that Voting Trust.
Mr. Wright has no plans or intentions with respect to the matters set
forth in Item 4 of Schedule 13-D.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a) Aggregate Number of Shares: 552,712 shares.
Percentage of Class: 31.4%.
Shares of Badger Meter stock outstanding, June 30, 1995:
Common: 1,191,907
Class B: 562,785
On matters as to which Common stock and Class B Common stock vote
together, shares of Class B stock have 10 votes per share. Therefore,
as of June 30, 1995, Mr. Wright is deemed to beneficially own 74.1% of
the total voting power of Badger Meter, Inc., along with the other
trustees.
b) Number of shares as to which there is sole power to vote or to direct
the vote: 3,540 shares, which includes 3,000 options to purchase
additional shares of Badger Meter Common stock.
Number of shares as to which there is shared power to vote or to
direct the vote: 549,172 shares, which consists of 499,985 shares of
Class B Common stock and 49,187 shares of Common stock and which is
17,636 shares less than previously reported due to various
transactions between the Badger Meter Voting Trust and the Badger
Meter Officers' Voting Trust as well as the Badger Meter, Inc. ESSOP.
See Item 5(c).
Number of shares as to which there is sole power to dispose or to
direct the disposition: 3,000 shares which represents options to
purchase shares of Badger Meter Common stock.
Number of shares as to which there is shared power to dispose or to
direct the disposition: 137,180 shares. The reduction of 15,000
shares from the prior report represents the following transactions:
(a) May 10, 1994 - 6,000 shares sold by trusts in the Badger Meter
Voting Trust to the Badger Meter Officers' Voting Trust; (b) March 15,
1995 - 8,000 shares sold by a trust in the Badger Meter Voting Trust.
In addition to Mr. Wright, the other voting co-trustees of the Badger Meter
Officers' Voting Trust are:
Mr. James L. Forbes, President & CEO Mr. Ronald H. Dix, Vice President
Badger Meter, Inc. Badger Meter, Inc.
4545 W. Brown Deer Road 4545 W. Brown Deer Road
Milwaukee, WI 53223-0099 Milwaukee, WI 53223-0099
Manufacturer of flow measurement and Manufacturer of flow measurement and
control products control products.
Additionally, Mr. Wright serves as a co-trustee of the Badger Meter Voting
Trust. As of June 30, 1995, the Badger Meter Voting Trust held 390,179 shares
of Class B Common stock and 13,828 shares of Common Stock. The other voting
co-trustees of the Badger Meter Voting Trust are:
Mr. James L. Forbes, President & CEO Mr. James O. Wright, Jr.
Badger Meter, Inc. Wright Tax and Bookkeeping Service
4545 W. Brown Deer Road Regency Center, 100 Smith Ranch Road
Milwaukee, WI 53223-0099 Suite 301
Manufacturer of flow measurement San Rafael, CA 94903
and control products. Tax and bookkeeping service.
c) Effective May 11, 1994, 6,000 shares of Class B Common stock were
purchased by the Badger Meter Officers' Voting Trust from the Badger
Meter Voting Trust at $21.00 per share. On June 3, 1994, 500 shares
of Class B Common stock were purchased by the Badger Meter Officers'
Voting Trust from the Badger Meter Voting Trust at $21.125 per share.
On March 16, 1995, 8,000 shares of Class B Common Stock were purchased
by the Badger Meter Officers' Voting Trust from the Badger Meter
Voting Trust at $22.50 per share. These were private purchases for
the benefit of various participants. On October 24, 1994, R. Robert
Howard, a retired participant of the Badger Meter Officers' Voting
Trust, withdrew
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2,000 shares. On March 31, 1995, Ronald H. Dix, a participant and
reporting person, withdrew 2,480 shares from the Officers' Voting
Trust for which he retains beneficial ownership. On June 2, 1995, The
Badger Meter Officers' Voting Trust exchanged 1,156 shares and 13,828
shares of Common Stock for Class B Common Stock with the Badger Meter
Voting Trust. Also on June 2, 1995, the Badger Meter Voting Trust
exchanged 12,000 shares of Class B Common Stock for 12,000 shares of
Common Stock with the Badger Meter ESSOP. The 12,000 shares were then
sold to an outsider for $25.00 per share.
d) The Badger Meter Officers' Voting Trust holds 109,806 shares of Class
B Common stock and 35,359 shares of Common stock for the benefit of
officers of Badger Meter, Inc. The beneficiaries of the Badger Meter
Officers' Voting Trust and the Badger Meter Voting Trust have the
right to receive all dividends on and proceeds from any sale of the
shares of stock which they have deposited.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The shares reported in Item 5, (d) are held by the Badger Meter
Officers' Voting Trust June 30, 1995, as a depository for shares owned
beneficially by certain officers of Badger Meter, Inc. Shares so
deposited are voted exclusively by three voting co-trustees; the
reporting person, James O. Wright, plus Messrs. Dix and Forbes.
Messrs. Dix, Forbes and Wright disclaim beneficial ownership of shares
other than those shares which have been deposited by them
individually.
Messrs. Wright and Forbes are also voting co-trustees of the Badger
Meter Voting Trust. Except for shares personally reported as
beneficially owned by the reporting party, Mr. Wright disclaims
beneficial interest in shares in the Badger Meter Voting Trust.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Badger Meter Voting Trust, dated June 1, 1953, as amended
(previously filed).
SIGNATURE
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.
______________________________ ______________________________
Date Signature
James O. Wright
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
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