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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)
NOVEMBER 18, 1998
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 20,605
NUMBER OF
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SHARES SHARED VOTING POWER
BENEFICIALLY 8 374,668(1)
OWNED BY
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EACH SOLE DISPOSITIVE POWER
REPORTING 9 42,756
PERSON
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WITH SHARED DISPOSITIVE POWER
10 --
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 395,273
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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 10.9%
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TYPE OF REPORTING PERSON IN
14 (1)The reported shares include 354,880 shares of Class B Common stock
(which is convertible into shares of Common stock on a one-for-one
basis) and 19,788 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: 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 354,880 shares of Badger Meter Class B Common Stock and
19,788 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 354,880 shares of Badger Meter Class B Common Stock,
$.10 par value and 19,788 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.
Page 3 of 5
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a) Aggregate Number of Shares: 395,273 shares.
Percentage of Class: 10.9%.
Badger Meter, Inc. shares outstanding at October 31, 1998:
Common: 2,509,071
Class B: 1,119,268
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 November 30, 1998, Mr. Dix is deemed to beneficially
own 26.0% 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: 20,605 shares. This includes stock options for 7,400 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: 374,668 shares which consists of 354,880 shares of Class B
Common Stock and 19,788 shares of Common Stock. This represents a net
increase of 18,744 shares as follows: an exchange with the Badger Meter
Voting Trust of 49,148 shares of Common Stock for 49,148 shares of Class
B Common Stock; a withdrawal of 4,180 shares of Class B Common Stock by
James L. Forbes, one of the participants and a co-trustee of the Badger
Meter Officers' Voting Trust. The shares were gifted to Mr. Forbes'
children. A withdrawal of 1,050 shares of Common Stock by a retired
participant. A deposit into the Officers' Voting Trust as the result of
stock option exercises by various participants of 23,774 shares. An
additional 800 shares of restricted stock were deposited by one of the
participants.
Number of shares as to which there is sole power to dispose or to direct
the disposition: 42,756 shares. This is an increase of 1,992 shares,
which represents a withdrawal from the Officers' Voting Trust by Mr. Dix
of 600 shares on November 26, 1997. The shares were deposited into
trusts for the benefit of his children. Mr. Dix disclaims any beneficial
interest in the shares. On February 16, 1998, 1,666 shares of Common
Stock vested. On May 7, 1998, 926 incentive stock options were converted
to Common Stock and 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) On May 7, 1998, 200 shares of Class B Common Stock were sold by the
Badger Meter Voting Trust to a participant in the Badger Meter
Officers' Voting Trust at $36.00/share. The remaining transactions
during the period were stock option exercises of 22,974 shares on
February 3, 1998, April 3, 1998, May 18, 1998, July 13, 1998 and
September 17, 1998 by various participants and deposited into the
Officers' Voting Trust, exchanges of 48,398 shares of Common Stock with
the Badger Meter Voting Trust for Class B Common Stock, a withdrawal by
Mr. Forbes of 4,180 shares of Class B Common Stock which were gifted to
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his children, a withdrawal on November 26, 1997 by Mr. Dix of 600 shares
of Common Stock which were gifted to his children.
d) The Badger Meter Officers' Voting Trust holds 354,880 shares of Class B
Common Stock and 19,788 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 November 30, 1998, 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.
- ------------------------------ --------------------------------
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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