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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report
(Date of earliest
event reported): August 17, 1999
Badger Meter, Inc.
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(Exact name of registrant as specified in its charter)
Wisconsin 1-6706 39-0143280
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
4545 West Brown Deer Road, Milwaukee, Wisconsin 53223
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(Address of principal executive offices, including zip code)
(414) 355-0400
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(Registrant's telephone number)
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Item 1. Changes in Control of Registrant.
Prior to August 17, 1999, Badger Meter, Inc. (the "Company")
had two classes of common stock: Common Stock, which was entitled to one vote
per share, and Class B Common Stock, which was entitled to ten votes per share.
As trustees of the Badger Meter Voting Trust, Messrs. James O. Wright, James L.
Forbes and James O. Wright, Jr. beneficially owned 590,814 shares of Class B
Common Stock, which represented approximately 44% of the combined voting power
of the outstanding shares of Common Stock and Class B Common Stock. Mr. Forbes
beneficially owned another 354,880 shares of Class B Common Stock and 38,902
shares of Common Stock, along with Messrs. Ronald H. Dix and Richard A. Meeusen
as trustees of the Badger Meter Officers' Voting Trust, for a total of
approximately 71% of the combined voting power of the outstanding shares of
Common Stock and Class B Common Stock.
On August 13, 1999, the Company announced that the Badger
Meter Voting Trust, the Badger Meter Officers' Voting Trust and certain other
trusts agreed to convert all of their Class B Common Stock to Common Stock
effective August 17, 1999. As a result of such conversion and pursuant to the
Company's Restated Articles of Incorporation, all outstanding shares of Class B
Common Stock were converted to shares of Common Stock effective August 17, 1999,
leaving the Company with a single class of stock, Common Stock, with one vote
per share. The Company also amended its Restated Articles of Incorporation to
reflect the elimination of the two-class capital structure.
Effective August 17, 1999, the Badger Meter Voting Trust, for
which Messrs. Wright, Forbes and Wright Jr. had been trustees, was terminated.
In a separate transaction, the Company repurchased 303,914
shares of Common Stock from several trusts for Wright family members that had
been held in the Badger Meter Voting Trust and one senior and one retired
officer of the Company for $36.8875 per share on August 13, 1999.
As a result of such transactions, to the knowledge of the
management of the Company, no person or group of persons holds a majority or
controlling interest in the voting securities of the Company, or, except for the
Badger Meter Officers' Voting Trust, has entered into any agreement or
understanding respecting the voting of such securities. As of August 17, 1999,
Messrs. Forbes, Dix and Meeusen beneficially owned 349,602 shares of Common
Stock, as trustees of the Badger Meter Officers' Voting Trust, which represented
approximately 10.5% of the outstanding Common Stock. Messrs. Forbes, Dix and
Meeusen disclaim beneficial ownership of such shares of Common Stock other than
those shares that have been deposited by them individually.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
The exhibits listed in the accompanying Exhibit Index are
filed as part of this Current Report on Form 8-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
BADGER METER, INC.
Date: August 31, 1999 By: /s/ Richard A. Meeusen
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Richard A. Meeusen
Vice President - Finance and Treasurer
Chief Financial Officer
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BADGER METER, INC.
Exhibit Index to Current Report on Form 8-K
Dated August 17, 1999
Exhibit
Number
Description
(3.0) Restated Articles of Incorporation effective August 17, 1999.
(99.0) Badger Meter, Inc. Press Release, dated August 13, 1999.
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EXHIBIT 3
RESTATED
ARTICLES OF INCORPORATION
OF
BADGER METER, INC.
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The following Restated Articles of Incorporation duly adopted
pursuant to the authority and provisions of Chapter 180 of the Wisconsin
Statutes supersede and take the place of the existing articles of incorporation
and amendments thereto:
ARTICLE FIRST
The name of this Corporation is "BADGER METER, INC."
ARTICLE SECOND
The Corporation may engage in any lawful activity within the
purposes for which corporations may be organized under the Wisconsin Business
Corporation Law.
ARTICLE THIRD
(1) Stock.
(a) The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is forty (40) million
shares, consisting of a single class designated "Common Stock" having a par
value of one dollar ($1.00) per share.
(b) Any and all such shares of Common Stock may be issued for such
consideration, not less than the par value thereof, as shall be fixed from time
to time by the Board of Directors. Any and all such shares so issued, the full
consideration for which has been paid or delivered, shall be deemed fully paid
stock and shall not be liable to any further call or assessment thereon, and the
holders of such shares shall not be liable for any further payments except as
otherwise provided by applicable Wisconsin law.
(2) Voting Rights and Powers.
With respect to all matters upon which shareholders are entitled to
vote or to which shareholders are entitled to give consent, every holder of any
outstanding shares of Common Stock shall be entitled to cast thereon one (1)
vote in person or by proxy for each share of Common Stock standing in his name
on the stock transfer records of the Corporation.
(3) Dividends and Distributions.
The holders of Common Stock shall be entitled to receive dividends
when and if declared by the Board of Directors out of any funds legally
available for the payment of such dividends.
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(4) No Preemptive Rights.
No holder of shares of stock or other securities of the Corporation
shall be entitled as a matter of right to subscribe for, purchase or receive any
part of any issue of stock of the Corporation of any class either at present
authorized or of any future increase or creation, including without limitation,
any securities convertible into stock of any class, except as the Corporation in
the discretion of the Board of Directors may elect or contract to extend such
right.
ARTICLE FOURTH
(1) Number, Classification and Tenure of Directors.
There shall be a Board of Directors which shall consist of such
number of Directors as shall from time to time be specified in the Bylaws but
which shall not be less than three (3). The Directors shall be divided into
three classes, designated Class I, Class II, and Class III, and all classes
shall be as nearly equal in number as possible. The terms of office of the
Directors initially classified shall be as follows: at the 1998 Annual Meeting
of Shareholders, Class I Directors shall be elected for a one-year term expiring
at the next Annual Meeting of Shareholders, Class II Directors shall be elected
for a two-year term expiring at the second succeeding Annual Meeting of
Shareholders, and Class III Directors shall be elected for a three-year term
expiring at the third succeeding Annual Meeting of Shareholders. At each Annual
Meeting of Shareholders after such initial classification, Directors to replace
those whose terms expire at such Annual Meeting shall be elected to hold office
until the third succeeding Annual Meeting. Each Director shall hold office until
the expiration of his term and until his successor is elected and qualified or
until his earlier death, resignation or removal. If the number of Directors is
changed, (a) any newly created directorships or any decrease in directorship
shall be so portioned among the classes as to make all classes as nearly as
equal as possible, and (b) when the number of Directors is increased by the
Board of Directors and any newly created directorships are filled by the Board
of Directors, there shall be no classification of the additional Directors
until, and the terms of the additional Directors shall expire at, the next
Annual Meeting of Shareholders.
(2) Removal of Directors.
A Director may be removed only for cause and only by the
shareholders by the affirmative votes of a majority of the votes entitled to be
cast upon removing him at a meeting called for the purpose of removing him, and
the meeting notice must state that the purpose, or one of the purposes, of the
meeting is removal of the Director and must state the reason or reasons why the
Director is subject to removal.
(3) Amendments.
Notwithstanding any other provision of these Restated Articles of
Incorporation, the provisions of this Article Fourth shall be amended, altered,
changed or repealed only by the affirmative vote of shareholders holding at
least seventy percent (70%) of the voting power of the then outstanding shares
of all classes of capital stock of the Company, considered for this purpose as a
single class.
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ARTICLE FIFTH
The majority affirmative voting requirements of Section 180.25(2)
of the Wisconsin Statutes are hereby expressly elected and deemed applicable to
this Corporation as if this Corporation had been organized after January 1,
1973. These Restated Articles of Incorporation may be amended by resolution
setting forth such amendment or amendments adopted at any meeting of the
shareholders of the Corporation by a vote of at least a majority of the votes
represented by shares of all of the Common Stock of the Corporation then
outstanding, except as set forth herein or as restricted by the statutes of the
State of Wisconsin.
ARTICLE SIXTH
The address of the registered office of the corporation at the time
of adoption of these Restated Articles of Incorporation is 4545 West Brown Deer
Road, Brown Deer, Wisconsin (P.O. address: Milwaukee, Wisconsin 53223); and the
name of the registered agent at such address is Deirdre C. Elliott.
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EXHIBIT 99
News Release
[BADGER LETTERHEAD]
FOR RELEASE August 13, 1999 (after market close)
For Additional Information Contact:
Joan C. Zimmer, (414)371-5702
BADGER METER ANNOUNCES ELIMINATION OF CLASS B STOCK
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AND STOCK BUYBACK
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Milwaukee, Wis., August 13, 1999.....Badger Meter, Inc. (AMEX:BMI) today
announced several steps intended to broaden investor interest in the company.
The first major step was the decision by the Wright family voting trust and
certain other trusts to convert all of their Class B common stock (ten votes per
share) to common stock (one vote per share). Once these conversions are
concluded, all of the remaining Class B stock, for a total of 1,072,086 shares,
will automatically be converted on a share-for-share basis into common stock. At
that time, Badger Meter will revert to a single class of common stock. This
represents the dismantling of the two-class capital structure that has served
the company well since 1986.
In a separate transaction, the company agreed to repurchase for cash
approximately 304,000 common shares from certain trusts for the benefit of the
Wright family and one current and one retired officer at a purchase price
reflecting the current market value of about $37 per share. The total value of
the transaction is approximately $11.2 million.
Badger Meter has had an open market stock repurchase program since August 16,
1996. The company's Board of Directors recently reaffirmed the benefits to the
company of continuing to repurchase its stock, and authorized the repurchase of
up to an additional 500,000 shares, including the 304,000 shares from certain
Wright family and other trusts. Therefore, the company has continuing authority
to repurchase up to 196,000 additional shares in the open market, in
privately-negotiated transactions or otherwise, at a price or prices reasonably
related to the then current market price.
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"Since 1986, the Class B common stock has provided a degree of control while we
took the steps to build shareholder value. Over the past 13 years, the company
has made significant investments in technology, new products, sales and
marketing personnel, and manufacturing equipment and systems. As a result of
this long-term growth strategy, sales and earnings have improved significantly,
we have generated cash and we are financially strong. With this solid foundation
in place, we believe it is in the best interest of our shareholders to revert to
a single class of common stock that is generally more attractive to the
investing public. However, this does not change our desire to remain an
independent company as we continue to pursue our strategy of focusing on growth
through long-term investment in research and development," said James L. Forbes,
chairman and chief executive officer of Badger Meter.
Forbes said that the funding for the repurchase will come from additional
long-term debt. "After the repurchase, our long-term debt-to-total
capitalization ratio will be about 40 percent, which is in line with our
corporate objectives," he said. "The company continues to generate substantial
cash flow, sufficient to fund our ambitious growth and capital spending plans,
as well as some of the funds needed for stock repurchases," Forbes added.
"After a thorough evaluation, we accepted Badger Meter's offer to purchase
shares from the Wright family trusts. We believe the terms and the price are
fair, based on Badger Meter's past performance. We are pleased that this sale
will allow us to further diversify the family's portfolio and to continue to
meet their investment objectives," said Tony Leszczynski, CFA, vice president,
personal trust division of the Marshall & Ilsley Trust Company, trustee for
certain of the Wright family trusts.
Members of the Wright family have been major shareholders of Badger Meter since
1924, and will continue to hold shares of Badger Meter stock for the foreseeable
future. James O. Wright served as chairman of Badger Meter for 48 years until
his designation as chairman emeritus at the company's annual
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meeting in April. He continues to serve as a director of the company and as
president of the Badger Meter Foundation.
Investors in Badger Meter stock have benefitted from the company's long-term
growth strategy. An investor who purchased Badger Meter stock on January 1, 1994
and reinvested the cash dividends would have earned a compounded total annual
return of approximately 32.3% from January 1, 1994 to the present.
Badger Meter's Class B common stock had ten votes per share and its common stock
has one vote per share. After the Class B conversion and repurchase, Badger
Meter will have approximately 3.4 million common shares outstanding, each with
one vote per share.
Badger Meter is a leading marketer and manufacturer of products using flow
measurement and control technology serving industrial and utility markets
worldwide.
BADGER METER COMPANY NEWS IS AVAILABLE 24 HOURS A DAY, ON-LINE AT:
http://www.badgermeter.com
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