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OMB APPROVAL
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OMB Number: 3235-0145
Expires: August 31, 1999
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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)
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 4 Pages
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 16,150
NUMBER OF
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SHARES SHARED VOTING POWER
BENEFICIALLY 8 1,000
OWNED BY
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EACH SOLE DISPOSITIVE POWER
REPORTING 9 16,150
PERSON
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WITH SHARED DISPOSITIVE POWER
10 201,000
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 217,150
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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 6.5%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
14
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (2-98) 2 of 4
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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
Effective August 17, 1999, the Badger Meter Voting Trust, for which Mr.
Wright, Jr. had been a co-trustee, was terminated.
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: 217,150 shares.
Percentage of Class: 6.5%.
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: 16,150 shares, which is 5,400 more than previously reported
due to the dissolution of the Badger Meter Voting Trust, effective
August 17, 1999, and the subsequent distribution of the shares.
Page 3 of 4
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Number of shares as to which there is shared power to vote or to direct
the vote: 1,000 shares of Common Stock. This represents a decrease of
615,808 shares resulting from the dissolution of the Badger Meter
Voting Trust for which Mr. Wright, Jr. was a co-trustee.
Number of shares as to which there is sole power to dispose or to
direct the disposition: 16,150. This includes 7,650 shares of Badger
Meter Common Stock held directly, and 8,500 options to purchase Common
Stock.
Number of shares as to which there is shared power to dispose or to
direct the disposition: 201,000 shares which consists of 1,000 shares
held in a trust for a Wright family member for which Mr. Wright, Jr. is
a co-trustee and 200,000 shares held by JOW Corp.
c) The total number of shares of Common Stock is 404,558 less than
previously reported. A portion of this reduction is due to 13,960
shares of Common Stock repurchased by Badger Meter, Inc. from a trust
for a Wright family member, of which Mr. Wright, Jr. serves as a
co-trustee and 124,500 shares for which Mr. Wright, Jr. has a
beneficial interest, 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, for which Mr. Wright had been a co-trustee, on
August 17, 1999.
d) None.
e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Not applicable.
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.
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Date Signature
James O. Wright, Jr.
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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)
