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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. 4)*
(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 L. FORBES, BADGER METER, INC., 4545 W. BROWN DEER ROAD,
MILWAUKEE, WI 53223 (414)355-0400
(Date of Event which Requires Filing of this Statement)
AUGUST 17, 1999
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Subsection 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Subsection 240.13d-7 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
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<S><C>
CUSIP NO. 056525-10-8 Page 2 of 5 Pages
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James L. Forbes
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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 8K
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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 5,389
NUMBER OF
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SHARES SHARED VOTING POWER
BENEFICIALLY 8 349,602
OWNED BY
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EACH SOLE DISPOSITIVE POWER
REPORTING 9 91,586
PERSON
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WITH SHARED DISPOSITIVE POWER
10 --
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 354,991
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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 10.6%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
14
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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 L. Forbes
b) Business address: 4545 W. Brown Deer Road
Milwaukee, WI, 53223
c) Principal occupation and name, principal business and address of
employer:
Mr. Forbes is Chairman and CEO of Badger Meter, Inc., 4545 W. Brown
Deer Road, Milwaukee, Wisconsin, 53223. Badger Meter is a marketer
and manufacturer of flow measurement technology products.
d) During the last five years, Mr. Forbes has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
e) During the last five years, Mr. Forbes 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. Forbes is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Forbes is the beneficial owner of 349,602 shares of Badger Meter
Common Stock, which 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' Voting 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.
Approximately 30 officers have purchased Company stock using this
credit facility.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Forbes is the beneficial owner in terms of voting power, pursuant
to Rule 13d-3, of 349,602 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. Forbes has no plans or no 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: 354,991 shares of Common Stock.
Percentage of Class: 10.6%.
Shares of Badger Meter Common Stock outstanding, August 17, 1999:
3,343,387
b) Number of shares as to which there is sole power to vote or to direct
the vote: 5,389 shares, which includes no stock options exercisable
within 60 days.
Number of shares as to which there is shared power to vote or to direct
the vote: 349,602 shares of Common Stock, which is 541,874 shares less
than previously reported due the termination of the Badger Meter Voting
Trust, for which Mr. Forbes had been a trustee, and certain repurchases
of shares of Common Stock by Badger Meter, Inc. See Item 5(c).
Number of shares as to which there is sole power to dispose or to
direct the disposition: 91,586 shares. This represents a net increase
of 2,170 shares due to an exercise of stock options in February 1999.
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. Forbes, the other voting co-trustees in the Badger Meter
Officers' Voting Trust are:
Mr. Richard A. Meeusen, Vice President- Mr. Ronald H. Dix, Vice President-
Finance & Treas. HR & Admin.
Badger Meter, Inc. Badger Meter, Inc.
4545 W. Brown Deer Road 4545 W. Brown Deer Road
Milwaukee, WI 53223 Milwaukee, WI 53223
Manufacturer of flow measurement Manufacturer of flow measurement and
and control products control products.
c) The total number of shares of Common Stock is 541,874 less than
previously reported. A portion of this reduction is due to 303,914
shares of Common Stock repurchased by Badger Meter, Inc. from several
trusts for Wright family members held in the Badger Meter Voting Trust
for which Mr. Forbes was a trustee, and one senior and one retired
officer of Badger Meter, Inc. for $36.8875 per share on August 13,
1999. The remainder of such reduction is due to the termination of the
Badger Meter Voting Trust and the withdrawal of shares by a former
participant in the Officers' Voting Trust.
d) The Badger Meter Officers' Voting Trust holds 349,602 shares of Common
Stock for the benefit of up to 30 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.
e) Not applicable.
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 August 17, 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, James L. Forbes, plus Messrs. Dix and Meeusen.
Messrs. Dix, Forbes and Meeusen disclaim beneficial ownership of shares
other than those shares which have been deposited by them individually.
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
James L. Forbes, 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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