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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. 5)*
(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, 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(c), 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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<TABLE>
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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 O. Wright
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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
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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 11,080
NUMBER OF
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SHARES SHARED VOTING POWER
BENEFICIALLY 8 206,250
OWNED BY
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EACH SOLE DISPOSITIVE POWER
REPORTING 9 10,000
PERSON
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WITH SHARED DISPOSITIVE POWER
10 8,250
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 219,330
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 6.6%
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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
b) Business address: 4545 W. Brown Deer Road
Milwaukee, WI, 53223
c) Principal occupation and name, principal business and address of
employer:
Mr. Wright is a director and Chairman Emeritus 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. Wright has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
e) During the last five years, Mr. Wright 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 is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable. See Item 4.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Wright is the beneficial owner in terms of voting power, pursuant
to Rule 13d-3, of 217,330 shares of Badger Meter Common Stock, $1.00
par value, as a result of serving as a co-trustee of several trusts for
the Wright family and sharing voting power for shares held by JOW Corp.
Effective August 17, 1999, the Badger Meter Voting Trust for which Mr.
Wright had been a co-trustee, was terminated.
Mr. Wright has no plans or 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: 219,330 shares of Common Stock.
Percentage of Class: 6.6%.
Shares of Badger Meter Common Stock outstanding, August 17, 1999:
3,343,387
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b) Number of shares as to which there is sole power to vote or to direct
the vote: 11,080 shares, which includes 2,500 options exercisable
within 60 days to purchase additional shares of Badger Meter Common
Stock.
Number of shares as to which there is shared power to vote or to direct
the vote: 206,250 shares of Common Stock, which is 404,558 shares less
than previously reported due to various transactions including the
termination of the Badger Meter Voting Trust, for which Mr. Wright had
been a co-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: 10,000 shares, which represents 2,500 options
exercisable within 60 days to purchase shares of Badger Meter Common
Stock and 7,500 shares held directly.
Number of shares as to which there is shared power to dispose or to
direct the disposition: 8,250 shares of Common Stock which is 163,254
shares less than previously reported due to various transactions
including the termination of the Badger Meter Voting Trust, for which
Mr. Wright had been a co-trustee, and certain repurchases of shares of
Common Stock by Badger Meter, Inc. See Item 5(c).
c) The total number of shares of Common Stock is 404,558 less than
previously reported. A portion of this reduction is due to 143,160
shares of Common Stock repurchased by Badger Meter, Inc. from several
trusts for Wright family members, of which Mr. Wright serves as a
co-trustee, for $36.8875 per share of 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
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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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