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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. 1)*
(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, JR., THE WRIGHT TAX SERVICE
4040 CIVIC CENTER DRIVE, SUITE 200, SAN RAFAEL, CA 94903
415/499-1099
(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.)
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).
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SCHEDULE 13D
<TABLE>
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CUSIP NO. 056525-10-8 Page 2 of 5 Pages
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<S> <C> <C>
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James O. Wright, Jr.
###-##-####
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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 N/A
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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 10,750
NUMBER OF
------- ------------------------------------------------------------------------------------------
SHARES SHARED VOTING POWER
BENEFICIALLY 8 616,808 (1)
OWNED BY
------- ------------------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9 16,150
PERSON
------- ------------------------------------------------------------------------------------------
WITH SHARED DISPOSITIVE POWER
10 214,960
- -------------------------- ------- ------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 627,558
- --------- -------------------------------------------------------------------------------------------------------------------
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 17.3%
- --------- -------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON IN
14 (1) The reported shares are 616,808 shares of Class B Common stock
(which is convertible into shares of Common stock on a
one-for-one basis).
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</TABLE>
*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: James O. Wright, Jr.
b) Business address: The Wright Tax Service
4040 Civic Center Drive, Suite 200
San Rafael, CA 94903
c) Principal occupation and name, principal business and address of
employer:
Mr. Wright, Jr. is Owner of The Wright Tax Service, 4040 Civic Center
Drive, Suite 200, San Rafael, CA 94903.
d) During the last five years, Mr. Wright, Jr. has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
e) During the last five years, Mr. Wright, Jr. 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, Jr. is a citizen of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
N/A
ITEM 4. PURPOSE OF TRANSACTION
Mr. Wright, Jr. is a beneficial owner in terms of voting power 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, Jr. has no plans or no intentions with respect to the
matters set forth in Item 4 of Schedule 13-D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a) Aggregate Number of Shares: 627,558 shares.
Percentage of Class: 17.3%.
Shares of Badger Meter stock outstanding, October 31, 1998:
Common: 2,509,071
Class B: 1,119,268
Page 3 of 5
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On matters as to which Common Stock and Class B Common Stock vote
together, shares of Class B stock have 10 votes per share. Therefore,
as of November 30, 1998, Mr. Wright, Jr. is deemed to beneficially own
45.1% 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: 10,750 shares, which is 1,800 more than previously reported.
February 3, 1998, Mr. Wright, Jr. exercised 500 stock options at
$14.8125. On April 25, 1998, 2,000 stock options granted to Mr. Wright,
Jr. vested. On November 2, 1998, Mr. Wright, Jr. sold 200 shares of
Common Stock in an open market transaction at $35.3125/share.
Number of shares as to which there is shared power to vote or to direct
the vote: 616,808 shares of Class B Common Stock. This represents a
decrease of 55,450 shares resulting from 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. On
January 12, 1998, 750 shares were removed from the Voting Trust by a
participant and exchanged for Common Stock. The Common Stock shares
were subsequently sold. On April 1, 1998 and May 7, 1998, 10,000 shares
and 38,500 shares of Class B Common Stock, respectively, were removed
from the Voting Trust and deposited into their respective subtrusts for
which Mr. Wright, Jr. is not a trustee. On May 7, 1998, Mr. Wright, Jr.
sold 200 shares of Class B Common Stock to a participant in the Badger
Meter Officers' Voting Trust for $36.00/share.
Number of shares as to which there is sole power to dispose or to
direct the disposition: 16,150. This includes 1,750 shares of Badger
Meter Common Stock held directly, 9,000 options to purchase Common
Stock and 5,400 shares of Class B Common Stock held in the Badger Meter
Voting Trust.
Number of shares as to which there is shared power to dispose or to
direct the disposition: 214,960 shares.
In addition to Mr. Wright, Jr., the other voting co-trustees of the Badger Meter
Voting Trust are:
Mr. James L. Forbes, President & CEO Mr. James O. Wright, Sr., Chairman
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 beneficiaries of 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
Messrs. Wright, Sr. 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, Jr. disclaims
beneficial interest in shares in the Badger Meter Voting Trust.
Page 4 of 5
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.
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- ------------------------------ ------------------------------
Date Signature
James O. Wright, Jr.
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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