<PAGE> 1
FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____________________ to _____________________
Commission file number 1-6706
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
BADGER METER EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Badger Meter, Inc.
4545 W. Brown Deer Road
Milwaukee, WI 53223
1
<PAGE> 2
REQUIRED INFORMATION
1. Not Applicable.
2. Not Applicable.
3. Not Applicable.
4. The Badger Meter Employee Savings and Stock Ownership Plan (the "Plan")
is subject to the requirements of the Employee Retirement Income Security
Act of 1974 ("ERISA"). Attached hereto is a copy of the most recent
financial statements and schedules of the Plan prepared in accordance with
the financial reporting requirements of ERISA.
Exhibits
(23) Consent of Independent Auditors
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
Badger Meter
Employee Savings and Stock Ownership Plan
Date: June 24, 1997 By: /S/ Richard A. Meeusen
----------------------------
Vice President - Finance and
Chief Financial Officer
3
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Badger Meter Employee Savings and Stock Ownership Plan
Financial Statements
and Supplemental Schedules
Years ended December 31, 1996 and 1995
CONTENTS
Report of Independent Auditors............................................ 1
Financial Statements
Statements of Net Assets Available for Plan Benefits...................... 3
Statements of Changes in Net Assets Available for Plan Benefits........... 5
Notes to Financial Statements............................................. 7
Supplemental Schedules
Line 27(a) - Schedule of Assets Held for Investment Purposes.............. 15
Line 27(d) - Schedule of Reportable Transactions.......................... 16
<PAGE> 5
Report of Independent Auditors
Retirement Plans Investment Committee of the
Board of Directors of Badger Meter, Inc.
Badger Meter Employee Savings and Stock
Ownership Plan
We have audited the accompanying statements of net assets available for plan
benefits of Badger Meter Employee Savings and Stock Ownership Plan (the Plan)
as of December 31, 1996 and 1995, and the related statements of changes in net
assets available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan
at December 31, 1996 and 1995, and the changes in its net assets available for
plan benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes as of December 31, 1996, and reportable
transactions in excess of 5 percent of the current value of plan assets for the
year then ended, are presented for purposes of complying with the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974, and are not a required part of the
basic financial statements. The fund information in the statements of net
assets available for plan benefits and the statements of changes in net assets
available for plan benefits is presented for purposes of additional analysis
rather than to present the net assets available for plan benefits and changes
in net assets
1
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available for plan benefits of each fund. The supplemental schedules and fund
information have been subjected to the auditing procedures applied in our
audits of the basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.
Ernst & Young LLP
April 25, 1997
2
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Badger Meter Employee Savings and Stock Ownership Plan
Statements of Net Assets Available for Plan Benefits
December 31, 1996
<TABLE>
<CAPTION>
Badger Meter Guaranteed Heartland U.S. Badger
Inc., Common Income Equity Government Loan Meter
Stock Fund Fund Fund Fund Fund Stock Fund Total
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments (Note 3):
Deposits with insurance company:
Guaranteed income group annuity contract No. IG
4178, at contract value $ - $9,834,651 $ - $ - $ - $ - $ 9,834,651
Pooled separate account No. SA 4179, at fair value - - 6,271,735 - - - 6,271,735
Badger Meter, Inc. common stock, at fair value 8,331,328 - - - - 48,775 8,380,103
Heartland U.S. Government Fund, at fair value - - - 613,241 - - 613,241
Marshall Money Market Fund, at fair value 14,749 - - - 1,539 329,714 346,002
Notes receivable from participants - - - - 1,054,834 - 1,054,834
-------------------------------------------------------------------------------
Total investments 8,346,077 9,834,651 6,271,735 613,241 1,056,373 378,489 26,500,566
Company contribution receivable 307,720 - - - - - 307,720
Due from brokers - - - 37,000 - - 37,000
Interest receivable 280 51 47 4 8 1,561 1,951
-------------------------------------------------------------------------------
Total assets 8,654,077 9,834,702 6,271,782 650,245 1,056,381 380,050 26,847,237
LIABILITIES
Notes payable (Note 4) 1,000,000 - - - - - 1,000,000
-------------------------------------------------------------------------------
Net assets available for plan benefits $7,654,077 $9,834,702 $6,271,782 $650,245 $1,056,381 $380,050 $25,847,237
===============================================================================
</TABLE>
See accompanying notes.
3
<PAGE> 8
Badger Meter Employee Savings and Stock Ownership Plan
Statements of Net Assets Available for Plan Benefits (continued)
December 31, 1995
<TABLE>
<CAPTION>
Badger Meter Guaranteed Heartland U.S. Badger
Inc., Common Income Equity Government Loan Meter
Stock Fund Fund Fund Fund Fund Stock Fund Total
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments (Note 3):
Deposits with insurance company:
Guaranteed income group annuity contract No. IG
4178, at contract value $ - $9,158,845 $ - $ - $ - $ - $ 9,158,845
Pooled separate account No. SA 4179, at fair value - - 4,076,065 - - - 4,076,065
Badger Meter, Inc. common stock, at fair value 5,753,229 - - - - - 5,753,229
Heartland U.S. Government Fund, at fair value - - - 830,230 - - 830,230
Marshall Money Market Fund, at fair value 19,154 49,365 44,921 6,615 1,364 72,964 194,383
Notes receivable from participants - - - - 1,010,599 - 1,010,599
-------------------------------------------------------------------------------
Total investments 5,772,383 9,208,210 4,120,986 836,845 1,011,963 72,964 21,023,351
Company contribution receivable 292,314 - - - - - 292,314
Interest receivable 328 26 31 3 11 327 726
-------------------------------------------------------------------------------
Total assets 6,065,025 9,208,236 4,121,017 836,848 1,011,974 73,291 21,316,391
LIABILITIES
Notes payable (Note 4) 1,000,000 - - - - - 1,000,000
-------------------------------------------------------------------------------
Net assets available for plan benefits $5,065,025 $9,208,236 $4,121,017 $836,848 $1,011,974 $73,291 $20,316,391
===============================================================================
</TABLE>
See accompanying notes.
4
<PAGE> 9
Badger Meter Employee Savings and Stock Ownership Plan
Statements of Changes in Net Assets Available for Plan Benefits
Year ended December 31, 1996
<TABLE>
<CAPTION>
Badger Meter Guaranteed Heartland U.S. Badger
Inc., Common Income Equity Government Loan Meter
Stock Fund Fund Fund Fund Fund Stock Fund Total
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Net appreciation (depreciation) in fair value of
investments (Note 3) $2,578,099 $ - $ 859,005 $(34,597) $ - $ 11,109 $ 3,413,616
Interest and dividends, net (Note 7) 189,230 622,114 127,869 42,265 40,082 12,330 1,033,890
Investment expenses - (20,014) (6,804) - - - (26,818)
Contributions:
Company 232,514 20,014 6,804 - - - 259,332
Employees - 900,213 952,980 117,623 - 178,743 2,149,559
-------------------------------------------------------------------------------
2,999,843 1,522,327 1,939,854 125,291 40,082 202,182 6,829,579
Deductions:
Benefit payments to participants 328,770 846,132 39,717 13,933 4 219 1,228,775
Interest expense 69,958 - - - - - 69,958
Transfers between funds (12,063) (49,729) 250,628 (297,961) 4,329 104,796 -
-------------------------------------------------------------------------------
Net increases (decreases) 2,589,052 626,466 2,150,765 (186,603) 44,407 306,759 5,530,846
Net assets available for plan benefits
at beginning of year 5,065,025 9,208,236 4,121,017 836,848 1,011,974 73,291 20,316,391
-------------------------------------------------------------------------------
Net assets available for plan benefits
at end of year $7,654,077 $9,834,702 $6,271,782 $650,245 $1,056,381 $380,050 $25,847,237
===============================================================================
</TABLE>
See accompanying notes.
5
<PAGE> 10
Badger Meter Employee Savings and Stock Ownership Plan
Statements of Changes in Net Assets Available for Plan Benefits (continued)
Year ended December 31, 1995
<TABLE>
<CAPTION>
Badger Meter Guaranteed Heartland U.S. Badger
Inc., Common Income Equity Government Loan Meter
Stock Fund Fund Fund Fund Fund Stock Fund Total
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Net appreciation in fair value of investments
(Note 3) $ 569,896 $ - $ 793,675 $ 76,770 $ - $ - $ 1,440,341
Interest and dividends, net (Note 7) 172,632 652,205 114,180 43,978 67,018 856 1,050,869
Investment expenses - (18,601) (5,202) - - - (23,803)
Contributions:
Company 490,544 18,601 5,202 - - - 514,347
Employees - 1,018,852 622,228 130,443 - 24,155 1,795,678
-------------------------------------------------------------------------------
1,233,072 1,671,057 1,530,083 251,191 67,018 25,011 4,777,432
Deductions:
Benefit payments to participants 280,689 497,952 164,106 23,130 25,888 11 991,776
Interest expense 94,984 - - - - - 94,984
Transfers between funds (8,546) 57,516 (207,071) (134,358) 244,168 48,291 -
-------------------------------------------------------------------------------
Net increases 848,853 1,230,621 1,158,906 93,703 285,298 73,291 3,690,672
Net assets available for plan benefits
at beginning of year 4,216,172 7,977,615 2,962,111 743,145 726,676 - 16,625,719
-------------------------------------------------------------------------------
Net assets available for plan benefits
at end of year $5,065,025 $9,208,236 $4,121,017 $836,848 $1,011,974 $73,291 $20,316,391
===============================================================================
</TABLE>
See accompanying notes.
6
<PAGE> 11
Badger Meter Employee Savings and Stock Ownership Plan
Notes to Financial Statements
December 31, 1996
1. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements of Badger Meter Employee Savings and
Stock Ownership Plan (the Plan) are prepared on the accrual basis.
INVESTMENT VALUATION
The investment in the guaranteed income group annuity insurance contract is
valued at contract value as reported by Massachusetts Mutual Life Insurance
Company (Mass Mutual). Contract value represents contributions made under the
contract, plus interest at the contract rate, less funds used to pay benefits
and the insurance company's administrative expenses. The Mass Mutual contract
is a "fully benefit-responsive" investment contract, as that terminology is
defined in Statement of Position (SOP) 94-4, "Reporting of Investment Contracts
Held by Health and Welfare Benefit Plans and Defined Contribution Pension
Plans." As such, this contract will continue to be carried at contract value.
Because annual rates of return on the Mass Mutual contract are established at
the beginning of each plan year, the fair value of this contract is not
believed to significantly differ from contract value.
The investment in the insurance company pooled separate account is valued at
fair value, based on the quoted redemption value on the last business day of
the Plan year.
The investment in the Heartland U.S. Government Fund, a mutual fund, is valued
at the redemption price established by the fund's trustee based upon the quoted
prices of the underlying assets.
Common trust funds are valued at the redemption price established by the
trustee.
The investment in Badger Meter, Inc. (the Company) common stock, which is
traded on the American Stock Exchange, is valued at the last reported sales
price on the last business day of the Plan's fiscal year. Badger Meter, Inc.
Class B common stock is equivalent in value to common stock. There is no market
for Badger Meter, Inc. Class B common stock due to transfer restrictions.
7
<PAGE> 12
Badger Meter Employee Savings and Stock Ownership Plan
Notes to Financial Statements (continued)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Notes receivable from participants are reported at their unpaid principal
balance, which approximates fair value.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
EXPENSES
Expenses related to the administration of the Plan are borne by the Company.
Investment expenses are payable by the Plan and reimbursed by the Company at
its election.
2. DESCRIPTION OF THE PLAN
GENERAL
The following description of the Plan is for general information purposes only.
Participants should refer to the Plan document for more complete information.
The Plan is a defined contribution plan adopted under Section 401(k) of the
Internal Revenue Code (IRC). The Plan was established as of January 1, 1991 to
consolidate the Badger Meter Savings Plan, the Badger Meter Payroll-Based
Employee Stock Ownership Plan and the Badger Meter Employee Stock Ownership
Plan into a single plan.
All domestic employees of the Company are eligible to participate. The Plan is
subject to the provisions of the Employee Retirement Income Security Act of
1974 (ERISA).
CONTRIBUTIONS
Participant contributions may be made to a maximum of 15% of their compensation
on a pre-tax basis. Company contributions are made at a rate of 25% of the
participant contributions, with the Company contribution percentage applying to
a maximum of 6% of the participant's compensation. The Company may also
contribute additional amounts over and above the required contribution at the
discretion of the Company's Board of Directors.
8
<PAGE> 13
Badger Meter Employee Savings and Stock Ownership Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
Participant contributions are directed into one, or a combination of, four
investments, the Guaranteed Income Fund, Equity Fund, Heartland U.S. Government
Fund or the Badger Meter Stock Fund, at the participant's discretion (Note 3).
Company contributions are invested in Badger Meter, Inc. common stock.
Contributions may be temporarily invested in a money market common trust fund
before being invested in the aforementioned investments.
All contributions are excluded from the participant's current wages for federal
income tax purposes. No federal income tax is paid for the pre-tax
contributions and growth thereon until the participant withdraws them from the
Plan.
PARTICIPANT'S ACCOUNTS
Each participant's account is credited with the participant's contribution, the
Company's matching contribution, an allocation of the Company's discretionary
contribution, if any, and Plan earnings. The Company's discretionary
contribution is allocated equally to all participants. Plan earnings are
allocated based on the participant's account balances in relation to total
participant account balances. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's account.
VESTING
In 1995, the Plan was amended to fully vest participants in all amounts in
their accounts.
PAYMENT OF BENEFITS
Upon retirement, death, disability, or termination of employment, the vested
portion of a participant's account shall generally be distributed in a single
lump sum not later than 60 days following the end of the Plan year. Final
distributions will be made either in shares of Company common stock plus cash
in lieu of fractional shares, or entirely in cash.
9
<PAGE> 14
Badger Meter Employee Savings and Stock Ownership Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
WITHDRAWALS
A participant's contribution may not be withdrawn prior to retirement, death,
disability, termination of employment, or termination of the Plan, except for
financial hardship or in the form of loans to participants. The Plan defines
financial hardship as expenses related to college education, uninsured major
medical expenses, purchase of the participant's principal residence, or other
financial need which cannot be met from other resources of the participant. All
withdrawals are subject to approval by the Plan administrator.
Included in net assets available for Plan benefits at December 31, 1996 and
1995, is $773,000 and $939,000, respectively, which relates to account balances
for persons who have withdrawn from the Plan but have not yet been paid.
LOANS TO PARTICIPANTS
Participants are allowed to borrow from their separate account balance. The
amount of a loan shall not be less than $1,000 or more than $50,000 and shall
not exceed 50% of the participant's vested account balance.
Loan maturities do not exceed sixty months and are secured by the participants'
vested interests in the Plan. Amounts loaned to a participant do not share in
the allocations of Plan earnings (see Participant accounts, above), but are
credited with the interest earned on the loan balance payable by the
participant charged at a reasonable rate as determined by the Plan
administrator.
3. INVESTMENTS
The Plan has entered into two unallocated insurance contracts with Mass Mutual.
GUARANTEED INCOME GROUP ANNUITY CONTRACT NO. IG 4178
This contract is credited at least annually for interest earned. Interest
earned during 1996 and 1995 was 7.00% and 7.80% per annum, respectively. Mass
Mutual determines the annual guaranteed interest rate each January 1.
10
<PAGE> 15
Badger Meter Employee Savings and Stock Ownership Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
POOLED SEPARATE ACCOUNT NO. SA 4179
Accounts deposited to this account are invested by Mass Mutual primarily in
common stocks. Mass Mutual includes funds from a number of employers in one
investment portfolio. Participants in the fund are allocated units for
valuation purposes.
BADGER METER, INC. COMMON STOCK
The Plan's investment in Badger Meter, Inc. stock consists of 218,374 shares
(197,374 shares Badger Meter, Inc. common stock and 21,000 shares Badger Meter,
Inc. Class B common stock) and 217,103 shares (205,103 shares Badger Meter,
Inc. common stock and 12,000 shares Badger Meter, Inc., Class B common stock)
as of December 31, 1996 and 1995, respectively.
At December 31, 1996 and 1995, the fair value of the Plan's investment in
Badger Meter, Inc. common stock, as determined by quoted market price, was
$8,380,103 and $5,753,229, respectively.
The Plan's investments (including investments purchased, sold, as well as held
during the year) appreciated (depreciated) in fair value during 1996 and 1995,
as follows:
<TABLE>
<CAPTION>
Net Realized
and Unrealized
Appreciation
(Depreciation)
in Fair Value Fair Value at
During Year End of Year
-----------------------------
<S> <C> <C>
Year ended December 31, 1996:
Fair value determined by quoted market price:
Badger Meter, Inc. common stock $2,589,208 $ 8,380,103
Pooled separate account No. SA 4179, with Mass Mutual 859,005 6,271,735
Heartland U.S. Government Fund (34,597) 613,241
Marshall Money Market Fund - 346,002
-----------------------------
3,413,616 15,611,081
Fair value estimated -
Notes receivable from participants - 1,054,834
Contract value as determined by Mass Mutual -
Guaranteed income group annuity contract No. IG 4178 - 9,834,651
-----------------------------
$3,413,616 $26,500,566
=============================
</TABLE>
11
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Badger Meter Employee Savings and Stock Ownership Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
Net Realized
and Unrealized
Appreciation
in Fair Value Fair Value at
During Year End of Year
---------------------------
<S> <C> <C>
Year ended December 31, 1995:
Fair value determined by quoted market price:
Badger Meter, Inc. common stock $ 569,896 $ 5,753,229
Pooled separate account No. SA 4179, with Mass Mutual 793,675 4,076,065
Heartland U.S. Government Fund 76,770 830,230
Marshall Money Market Fund - 194,383
--------------------------
1,440,341 10,853,907
Fair value estimated -
Notes receivable from participants - 1,010,599
Contract value as determined by Mass Mutual -
Guaranteed income group annuity contract No. IG 4178 - 9,158,845
--------------------------
$1,440,341 $21,023,351
==========================
</TABLE>
4. NOTE PAYABLE
In connection with the combination of the prior plans, the Plan assumed a note
payable with a balance of $2,000,000 at January 1, 1991. The note was repaid in
equal annual principal payments of $200,000 through February 1995, with the
remaining $1,000,000 refinanced on December 1, 1995, due December 1, 2001, plus
interest payable at the prime interest rate (prime was 8.25% at December 31,
1996) or at the LIBOR rate plus 1.50%. The Plan has the option of designating
the outstanding balance as a prime rate loan or a Eurodollar loan. The note
payable is secured by the unallocated shares of Badger Meter, Inc. common stock
held by the Plan (see summary below). In addition, the Company has guaranteed
the note and is obligated to contribute sufficient cash to the Plan to enable
it to repay the loan principal and interest in the event the Plan is unable to
settle its obligation.
12
<PAGE> 17
Badger Meter Employee Savings and Stock Ownership Plan
Notes to Financial Statements (continued)
4. NOTE PAYABLE (CONTINUED)
The pledged unallocated shares of Badger Meter, Inc. common stock are released
as principal payments are made on the note payable to bank. The shares released
less any shares that are distributed as benefit payments are considered
available, and are allocated to the participants' accounts as of the Plan year
end just prior to each annual principal due date on the note. At December 31,
1996 and 1995, the breakdown between allocated and unallocated shares were as
follows:
<TABLE>
<CAPTION>
Shares
Available
For Benefits Cost Fair Value
----------------------------------
<S> <C> <C> <C>
December 31, 1996:
Allocated 161,229 $2,243,083 $6,187,164
Unallocated 57,145 1,000,038 2,192,939
----------------------------------
218,374 $3,243,121 $8,380,103
==================================
Per share $ 38.38
==========
December 31, 1995:
Allocated 159,958 $2,205,418 $4,238,886
Unallocated 57,145 1,000,038 1,514,343
----------------------------------
217,103 $3,205,456 $5,753,229
==================================
Per share $ 26.50
==========
</TABLE>
The loan agreement contains certain restrictions and covenants, including a
limitation on additional borrowings.
5. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right to
discontinue its contributions at any time and to terminate the Plan subject to
the provisions of ERISA. In the event of termination, each participant
automatically becomes vested to the extent of the balance in his or her
separate accounts.
13
<PAGE> 18
Badger Meter Employee Savings and Stock Ownership Plan
Notes to Financial Statements (continued)
6. INCOME TAX STATUS
The Internal Revenue Service ruled August 3, 1995, that the Plan qualifies
under Section 401(a) and 401(k) of the IRC and, therefore, the related trust is
not subject to tax under present income tax law. Once qualified, the Plan is
required to operate in conformity with the IRC to maintain its qualification.
The Company is not aware of any course of action or series of events that have
occurred that might adversely affect the Plan's qualified status.
7. TRANSACTIONS WITH RELATED PARTIES
During 1996 and 1995, the Plan received $185,413 and $169,234, respectively, in
common stock dividends from the Company.
14
<PAGE> 19
Supplemental Schedules
<PAGE> 20
Badger Meter Employee Savings and Stock Ownership Plan
Employer Identification Number 39-0143280
Plan Number 009
Line 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1996
<TABLE>
<CAPTION>
DESCRIPTION OF INVESTMENT, COST/
INCLUDING MATURITY DATE, RATE OF CONTRACT CURRENT VALUE/
INTEREST, PAR OR MATURITY DATE VALUE CONTRACT VALUE
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Badger Meter, Inc.* 218,374 shares of common stock $3,243,121 $ 8,380,103
Massachusetts Mutual Life Guaranteed Income
Insurance Company Contract No. IG 4178 9,834,651 9,834,651
Massachusetts Mutual Life Separate Account Group
Insurance Company Annuity Contract No. SA 4179 6,271,735 6,271,735
Heartland U.S. Government
Fund, Inc. 64,281 fund shares 630,828 613,241
Marshall Money Market Fund 346,002 units 346,002 346,002
Participant loans prime 1,054,834 1,054,834
-----------
$26,500,566
===========
</TABLE>
* Represents a related party
15
<PAGE> 21
Badger Meter Employee Savings and Stock Ownership Plan
Employer Identification Number 39-0143280
Plan Number 009
Line 27(d) - Schedule of Reportable Transactions
December 31, 1996
<TABLE>
<CAPTION>
CURRENT VALUE
OF ASSET ON
PURCHASE SELLING COST OF TRANSACTION
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE ASSET DATE GAIN/(LOSS)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Massachusetts Mutual Life Guaranteed Income Group
Insurance Company Annuity Contract, 34
transactions $1,949,094 $ - $1,949,094 $1,949,094 N/A
Massachusetts Mutual Life Guaranteed Income Group
Insurance Company Annuity Contract, 18
transactions - 1,269,217 1,269,217 1,269,217 -
Massachusetts Mutual Life Pooled Separate Account
Insurance Company 31 transactions 2,566,560 - 2,566,560 2,566,560 N/A
Massachusetts Mutual Life Pooled Separate Account
Insurance Company 16 transactions - 370,889 370,889 370,889 -
Marshall & Ilsley Bank Marshall Money Market Fund
326 transactions 5,162,689 - 5,162,689 5,162,689 N/A
Marshall & Ilsley Bank Marshall Money Market Fund
223 transactions - 5,015,143 5,015,143 5,015,143 -
</TABLE>
16
<PAGE> 22
EXHIBIT INDEX
EXHIBIT NO. PAGE NO.
----------- --------
(23) Consent of Ernst & Young LLP, Independent Auditors 23
22
<PAGE> 1
EXHIBIT (23)
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-62241) pertaining to the Badger Meter Employee Savings and
Stock Ownership Plan, with respect to the financial statements and schedules
of the Plan included in this Annual Report Form 11-K for the year ended
December 31, 1996.
ERNST & YOUNG LLP
Milwaukee, Wisconsin
June 24, 1997
