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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BADGER METER, INC.
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(Name of Issuer)
Common Stock $1.00 Par Value
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(Title of Class of Securities)
056525-10-8
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(CUSIP Number)
Richard A. Meeusen, Badger Meter, Inc. 4545 W. Brown Deer Road,
Milwaukee, WI 53223 (414) 355-0400
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 1, 1999
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(Date of Event which Requires Filing of this Statement)
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).
PAGE 1 OF 5 PAGES
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SCHEDULE 13D
CUSIP NO. 056525-10-8 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard A. Meeusen
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
NUMBER OF
10,239
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
393,782(1)
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
12,257
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
404,021
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
(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
38,902 shares of Common stock.
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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: Richard A. Meeusen
b) Business address: 4545 W. Brown Deer Road
Milwaukee, WI, 53223-0099
c) Principal occupation and name, principal business and address of
employer:
Mr. Meeusen is Vice President - Finance, Treasurer and Chief Financial
Officer 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. Meeusen has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
e) During the last five years, Mr. Meeusen 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. Meeusen 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
38,902 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
Effective March 1, 1999, Mr. Meeusen 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 38,902 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. Meeusen 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: 404,021 shares.
Percentage of Class: 11.0%.
Badger Meter, Inc. shares outstanding at March 1, 1999:
Common: 2,587,164
Class B: 1,081,846
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 March 1, 1999, Mr. Meeusen is deemed to beneficially
own 26.8% 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: 10,239 shares. This includes stock options for 10,000 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: 393,782 shares which consists of 354,880 shares of Class B
Common Stock and 38,902 shares of Common Stock.
Number of shares as to which there is sole power to dispose or to
direct the disposition: 12,256 shares.
Number of shares as to which there is shared power to dispose or to
direct the disposition: None.
In addition to Mr. Meeusen, the other voting co-trustees of Badger Meter, Inc.
Common Stock in the Badger Meter Officers' Voting Trust are:
<TABLE>
<S> <C>
Mr. James L. Forbes, President & CEO Mr. Ronald H. Dix, VP Admin. & HR
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.
</TABLE>
c) Effective March 1, 1999, Mr. Meeusen was appointed a co-trustee of the
Badger Meter Officers' Voting Trust.
d) The Badger Meter Officers' Voting Trust holds 354,880 shares of Class B
Common Stock and 38,902 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 March 1, 1999, 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, Richard A. Meeusen, plus Messrs. Forbes and Dix.
Messrs. Meeusen, Forbes and Dix disclaim beneficial ownership of shares
other than those shares which have been personally deposited by or have
been purchased by the respective co-trustees.
Page 4 of 5
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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
Richard A. Meeusen, Trustee
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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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