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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)
RONALD H. DIX, BADGER METER, INC., 4545 W. BROWN DEER ROAD,
MILWAUKEE, WI 53223 (414)355-0400
(Date of Event which Requires Filing of this Statement)
SEPTEMBER 30, 1997
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.)
*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
Ronald H. Dix
###-##-####
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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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SOLE VOTING POWER
7 20,332
NUMBER OF --------------------------------------------------------------------------------------
SHARES SHARED VOTING POWER
BENEFICIALLY 8 355,925(1)
OWNED BY --------------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9 40,764
PERSON --------------------------------------------------------------------------------------
WITH SHARED DISPOSITIVE POWER
10 --
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 376,256
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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 10.5%
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TYPE OF REPORTING PERSON IN
14 (1)The reported shares include 309,712 shares of Class B Common stock
(which is convertible into shares of Common stock on a one-for-one basis)
and 46,212 shares of Common stock. ALL SHARE AMOUNTS REFLECT A 2-FOR-1
STOCK SPLIT EFFECTIVE APRIL 18, 1997.
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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: Ronald H. Dix
b) Business address: 4545 W. Brown Deer Road
Milwaukee, WI, 53223-0099
c) Principal occupation and name, principal business and address of
employer:
Mr. Dix is Vice President - Administration/Human Resources 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. Dix has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
e) During the last five years, Mr. Dix 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 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.
f) Citizenship: Mr. Dix is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
With regard to 309,712 shares of Badger Meter Class B Common Stock and
46,212 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 $2.0 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-nine officers have purchased Company stock using this credit
facility.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Dix is the beneficial owner in terms of voting power, pursuant to
Rule 13-d-3, of 309,712 shares of Badger Meter Class B Common Stock,
$.10 par value and 46,212 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.
Mr. Dix 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: 376,256 shares.
Percentage of Class: 10.5%.
Badger Meter, Inc. shares outstanding at September 30, 1997:
Common: 2,442,043
Class B: 1,125,570
ALL SHARE AMOUNTS REFLECT A 2-FOR-1 STOCK SPLIT EFFECTIVE APRIL 18,
1997.
b) 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 September 30, 1997, Mr. Dix is deemed to
beneficially own 23.0% of the total voting power of shares of Badger
Meter, Inc.
Number of shares as to which there is sole power to vote or to
direct the vote: 20,332 shares. This includes stock options for
12,332 shares of Common Stock which could be exercised within 60 days
of this filing.
Number of shares as to which there is shared power to vote or
to direct the vote: 355,924 shares which consists of 309,712 shares
of Class B Common Stock and 46,212 shares of Common Stock. This
represents an increase of 33,466 shares as follows: a purchase of
6,000 shares of Class B Common Stock on February 21, 1997, and a
purchase of 856 shares of Common Stock on September 4, 1997 by the
Badger Meter, Inc. Officers' Voting Trust. Withdrawals of 8,760
shares of Common Stock were made from the Badger Meter, Inc. Officers'
Voting Trust. Between November 8, 1996 and August 15, 1997, deposits
resulting from the exercise of stock options totaling 34,770 shares
plus 600 shares were made by various participants in the Officers'
Voting Trust. 26,100 shares of Common Stock in the Officers' Voting
Trust were exchanged for 26,100 shares of Class B Common Stock with
the Badger Meter Voting Trust.
Number of shares as to which there is sole power to dispose or
to direct the disposition: 40,764 shares. This represents an
increase of 4,512 shares, which is additional purchases, by the
reporting party, through the Officers' Voting Trust, of 256 shares of
Common Stock on September 4, 1997. In addition, 2,668 additional
stock options became available for exercise, for a total of 12,332
stock options exercisable within 60 days. Mr. Dix also exercised
2,324 stock options during the period which he deposited into the
Officers' Voting Trust.
Number of shares as to which there is shared power to dispose or to
direct the disposition: None, which is the same as previously
reported.
In addition to Mr. Dix, the other voting co-trustees of Badger Meter, Inc.
Common Stock in the Badger Meter Officers' Voting Trust are:
Mr. James O. Wright, Chairman Mr. James L. Forbes, President & CEO
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.
c) Effective February 21,1997, 6,000 shares of Class B Common stock
were purchased by the Badger Meter Officers' Voting Trust from
the Badger Meter Voting Trust at $21.9375 per share. On September
4, 1997, 856 shares of Common Stock were purchased by the Badger
Meter Officers' Voting Trust from the Badger Meter Voting Trust at
$41.75 per share. These were private purchases at market price for
the benefit of various participants. On August 1, 1996, Rebecca L.
Rush, a former Corporate Officer, withdrew 5,460 shares from the
Officers' Voting Trust. On September 9, 1996, R. Robert Howard, a
retired participant of the Badger Meter Officers' Voting Trust,
withdrew 1,800 shares.
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On September 23, 1997, Wayne J. Fleischmann, a non-reporting officer,
withdrew 1,500 shares of Common Stock from the Officers' Voting Trust. On
December 2, 1996, February 21, 1997 and September 10, 1997, the Badger Meter
Officers' Voting Trust exchanged 1,700 shares, 24,000 shares and 400 shares
of Common Stock for an equal number of shares of Class B Common Stock with
the Badger Meter Voting Trust. In addition to the above transactions,
34,770 shares of Common Stock were deposited into the Officers' Voting Trust
by several participants during the period as a result of exercising stock
options. An additional 600 shares were deposited by a new participant.
d) The Badger Meter Officers' Voting Trust holds 309,712 shares of Class B
Common Stock and 46,212 shares of Common Stock for the benefit of up to 29
officer-participants of Badger Meter, Inc. The beneficiaries of the
Officers' Voting Trust have the right to receive all dividends on and
proceeds from any sale of the shares of stock which they have deposited into
the Badger Meter Officers' Voting Trust.
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 at September 30, 1997, 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, Ronald H. Dix, plus Messrs. Forbes and Wright. Messrs. Dix, Forbes
and Wright disclaim beneficial ownership of shares other than those shares
which have been personally deposited by or have been purchased by the
respective co-trustees.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
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.
November 13, 1997 Ronald H. Dix
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Date Signature
Ronald H. Dix, Trustee
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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