<PAGE> 1
OMB APPROVAL
------------
OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average burden
hours per form 14.90
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 17, 1996
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> 2
SCHEDULE 13D
CUSIP NO. 056525-10-8 PAGE 2 OF 5 PAGES
---------------- --- ------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James O. Wright
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,540
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 527,236(1)
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
4,000
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
120,180
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
531,776
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON IN
(1) The reported shares include 490,985 shares of Class B Common Stock
(which is convertible into shares of Common stock on a one-for-one
basis) and 36,251 shares of Common stock.
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 OF 7
<PAGE> 3
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 138,806 shares of Badger Meter Class B Common Stock and
22,423 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.
The Officers' Voting Trust has a $1.5 million bank credit line used to
assist officers in financing the purchase of Company stock. Loans to
the Officers' Trust are guaranteed by the Company and the stock
purchased by the Officers using this credit facility is pledged to the
Company to secure the loans. The Officers' Voting Trust holds shares
with a value more than sufficient to cover the credit line.
Twenty-seven officers have purchased Company stock using this credit
facility.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Wright is the beneficial owner in terms of voting power, pursuant
to Rule 13d-3, of 138,806 shares of Badger Meter Class B Common Stock,
$.10 par value and 22,423 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 352,179 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.
Page 3 of 5
<PAGE> 4
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a) Aggregate Number of Shares: 531,776 shares.
Percentage of Class: 30.0%.
Shares of Badger Meter stock outstanding, June 30, 1996:
Common: 1,209,717
Class B: 562,785
On matters as to which Common Stock and Class B Common Stock vote
together, shares of Class B Common Stock have 10 votes per share.
Therefore, as of June 30, 1996, Mr. Wright is deemed to beneficially own
72.4% 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: 4,540 shares, which includes 4,000 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: 527,236 shares, which consists of 490,985 shares of Class B
Common Stock and 36,251 shares of Common Stock and which is 21,936
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:
4,000 shares, which represents options to purchase shares of Badger
Meter Common Stock. This includes a grant of 1,000 additional stock
options on April 19, 1996.
Number of shares as to which there is shared power to dispose or to
direct the disposition: 120,180 shares. The reduction of 17,000 shares
from the prior report represents the following transactions: (a) April
19, 1996 - 4,500 shares sold by trusts in the Badger Meter Voting Trust
to the Badger Meter Officers' Voting Trust; and 12,500 shares of Class B
Common Stock were exchanged for Common Stock with the Badger Meter
Voting Trust. The 12,500 shares of Common Stock were removed from the
Badger Meter Voting Trust and sold on the open market at $26.875/share.
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, 1996, the Badger Meter Voting Trust held 352,179 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 4040 Civic Drive
Milwaukee, WI 53223-0099 Suite 200
Manufacturer of flow measurement San Rafael, CA 94903
and control products. Tax and bookkeeping service.
c) Effective February 16, 1996, 1,000 shares of Class B Common Stock
were purchased by the Badger Meter Officers' Voting Trust from the
Badger Meter Voting Trust at $27.625 per share. On April 19, 1996,
4,500 shares of Class B Common stock were purchased by the Badger
Meter Officers' Voting Trust from the Badger Meter Voting Trust at
$28.75 per share.
Page 4 of 5
<PAGE> 5
On June 6, 1996, 6,000 shares of Class B Common Stock were purchased by
the Badger Meter Officers' Voting Trust from the Badger Meter Voting
Trust at $27.25 per share. These were private purchases for the benefit
of various participants. On December 22, 1995, R. Robert Howard, a
retired participant of the Badger Meter Officers' Voting Trust, withdrew
100 shares. On April 29, 1996, Rebecca L. Rush, withdrew 1,000 shares
from the Officers' Voting Trust for which she retains beneficial
ownership. On April 19, 1996, the Badger Meter Officers' Voting Trust
exchanged 12,500 shares of Common Stock for Class B Common Stock with
the Badger Meter Voting Trust. On May 29, 1996, the Badger Meter
Officers' Voting Trust exchanged 2,000 shares of Common Stock for Class
B Common Stock with the Badger Meter Voting Trust. On June 6, 1996, the
Badger Meter Officers' Voting Trust exchanged 3,000 shares of Common
Stock for Class B Common Stock with the Badger Meter Voting Trust On
June 17, 1996, the Badger Meter Voting Trust exchanged 9,000 shares of
Class B Common Stock for 9,000 shares of Common Stock with the Badger
Meter ESSOP. All the above Common Stock shares were removed from the
Badger Meter Voting Trust. In addition to the above transactions, 5,664
shares of Common Stock were deposited into the Officers' Voting Trust
by several participants during the period.
d) The Badger Meter Officers' Voting Trust holds 138,806 shares of Class B
Common Stock and 22,423 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, 1996, 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
------------------------------
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)
Page 5 of 5
