<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)
NOVEMBER 17, 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).
<PAGE> 2
SCHEDULE 13D
<TABLE>
<CAPTION>
- ------------------------------------------ ---------------------------------------- ----------------------------------------
CUSIP NO. 056525-10-8 Page 2 of 5 Pages
-----------
- ------------------------------------------ ---------------------------------------- ----------------------------------------
<S> <C> <C>
- --------- -------------------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James O. Wright
###-##-####
- --------- -------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
2 (b) |_|
- --------- -------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
- --------- -------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS
4
- --------- -------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO |_|
5 ITEMS 2(d) or 2 (e)
- --------- -------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 USA
- --------- -------------------------------------------------------------------------------------------------------------------
SOLE VOTING POWER
7 11,080
NUMBER OF
------- ------------------------------------------------------------------------------------------
SHARES SHARED VOTING POWER
BENEFICIALLY 8 991,476(1)
OWNED BY
------- ------------------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9 10,000
PERSON
------- ------------------------------------------------------------------------------------------
WITH SHARED DISPOSITIVE POWER
10 171,504
- -------------------------- ------- ------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 1,004,556
- --------- -------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
12
- --------- -------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 27.5%
- --------- -------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON IN
14 (1)The reported shares include 971,688 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.
- --------- -------------------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<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 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. Wright 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. Wright is the beneficial owner in terms of voting power, pursuant to
Rule 13d-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.
He also is a beneficial owner of 616,808 shares of Class B 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: 1,004,556 shares.
Percentage of Class: 27.5%.
Shares of Badger Meter stock outstanding, October 31, 1998:
Common: 2,509,071
Class B: 1,119,268
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. Wright is deemed to
beneficially own 71.2% 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: 11,080 shares, which includes 4,000 options exercisable
within 60 days 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: 991,476 shares, which consists of 971,688 shares of Class B
Common Stock and 19,788 shares of Common Stock and which is 48,106
shares less than previously reported due to various transactions
including ones between the Badger Meter Voting Trust and the Badger
Meter Officers' Voting Trust, as well as open market and private sales.
See Item 5(c).
Number of shares as to which there is sole power to dispose or to
direct the disposition: 10,000 shares, which represents options
exercisable within 60 days 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: 171,504 shares. This represents a decrease of
49,400 shares from the prior report. See Item 5(c).
Additionally, Mr. Wright serves as a co-trustee of the Badger Meter Voting
Trust. As of November 30, 1998, the Badger Meter Voting Trust held 616,808
shares of Class B Common Stock and no 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. The Wright Tax 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.
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.
c) The reduction of 49,400 shares in the Badger Meter Voting Trust
represents the following transactions: On November 15, 1997, 6,000
shares of Class B Common Stock were exchanged for Common Stock with the
Badger Meter Officers' Voting Trust and sold in an open market
transaction on November 16, 1998 at $36.875/share. On April 1, 1998,
10,000 shares of Class B Common Stock were removed from the Badger
Meter Voting Trust, deposited into the Kathryn Wright Donaldson Common
Stock Trust for which Mr. Wright is a trustee, and exchanged for Common
Stock with the Badger Meter Officers' Voting Trust. On April 30, 1998,
600 of the shares were sold in an open market transaction at $36.625,
the remaining 9,400 shares were sold May 1-5, 1998 in open market
transactions at $35.75-$36.2963/share. On January 12, 1998, 750 shares
of Class B Common Stock were removed
Page 4 of 5
<PAGE> 5
from the Badger Meter Voting Trust by a non-reporting participant. On
May 7, 1998, 38,700 shares were removed from the Badger Meter Voting
Trust, Of the shares, 4,500 were deposited into trusts for members of
the Wright Family for which the reporting person has no beneficial
interest. In addition, 200 shares were sold to a participant in the
Badger Meter Officers' Voting Trust. The remaining 34,000 shares were
sold as follows: 29,000 were sold on November 4, 1998 at $34.75 and
5,000 were sold on November 17, 1998 at $34.5625, in private
transactions at market price. In addition, 11,400 shares of Common Stock
from the 1952 Alma Smith Wright Family Trust f/b/o Landell Donaldson,
for which Mr. Wright is a trustee, were sold in open market transactions
on October 3-7, 1997, 1,600 shares at $48.50-$49.00/shares and 9,800
shares on January 16, 1998 at $36.875/share.
The Officers' Voting Trust exchanged 49,148 shares of Common Stock with
the Badger Meter Voting Trust for an equal number of shares of Class B
Common Stock. During November and December 1997, participants withdrew a
total of 1,050 shares of Common Stock from the Officers' Voting Trust
and 1,900 and 2,280 shares of Class B Common Stock were withdrawn in
November of 1997 and November 1998, respectively. In summary, between
October 1997 and November 1998, there was a net increase of 45,168
shares of Class B Common Stock and a net decrease of 26,424 shares of
Common Stock in the Badger Meter Officers' Voting Trust.
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
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 as of 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, 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)
