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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)
James O. Wright, 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
James O. Wright
###-##-####
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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
11,080
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
610,808(1)
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
10,000
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
171,504
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
623,888
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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)
17%
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14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*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 590,814 shares of Class B Common stock (which
is convertible into shares of Common stock on a one-for-one basis) and
19,994 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: James O. Wright
b) Business address: 4545 W. Brown Deer Road
Milwaukee, WI, 53223-0099
c) Principal occupation and name, principal business and address of
employer:
Mr. Wright is Chairman 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. 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 590,814 shares of Badger Meter Class B Common Stock,
$.10 par value and 19,994 shares of Badger Meter Common Stock, $1.00
par value, as a result of serving as a co-trustee of the Badger Meter
Voting Trust and as a co-trustee for shares held in several trusts for
Wright family members of which the Common Stock shares are not in the
Voting Trust. Effective March 1, 1999, Mr. Wright is no longer a
co-trustee of the Badger Meter Officers' Voting Trust.
Mr. Wright 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: 623,888 shares.
Percentage of Class: 17%.
Shares of Badger Meter stock outstanding, March 1, 1999:
Common: 2,587,164
Class B: 1,081,846
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. Wright is deemed to beneficially
own 44.1% of the total voting power of Badger Meter, Inc., along with
the other trustees.
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: 610,808 shares, which consists of 590,814 shares of Class B
Common Stock and 19,994 shares of Common Stock and which is 380,668
shares less than previously reported due to Mr. Wright's resignation as
a co-trustee of the Badger Meter Officers' Voting Trust, as well as the
removal of 6,000 shares from the Badger Meter Voting Trust for which
Mr. Wright now has no beneficial interest. See Item 5(c).
Number of shares as to which there is sole power to dispose or to
direct the disposition: 11,080 shares, which represents 2,500 options
exercisable within 60 days to purchase shares of Badger Meter Common
Stock.
Number of shares as to which there is shared power to dispose or to
direct the disposition: 149,510 Class B Common Stock and 21,994 shares
of Common Stock. This represents no change in the total number of
shares from the prior report. See Item 5(c).
Mr. Wright serves as a co-trustee of the Badger Meter Voting Trust. As of March
1, 1999, the Badger Meter Voting Trust held 590,814 shares of Class B Common
Stock and no shares of Common Stock. The other voting co-trustees of the Badger
Meter Voting Trust are:
Mr. James L. Forbes, President & CEO Mr. James O. Wright, Jr.
Badger Meter, Inc. The Wright Tax Service
4545 W. Brown Deer Road 4040 Civic Drive
Milwaukee, WI 53223-0099 Suite 200
Manufacturer of flow measurement San Rafael, CA 94903
and control products. Tax and bookkeeping service.
c) The reduction of 25,994 shares in the Badger Meter Voting Trust
represents the following transactions: On January 28, 1999, 25,994
shares of Class B Common Stock were exchanged for Common Stock with the
Company's Treasury Account. Of the shares, 19,994 were put into trusts
for members of the Wright family for which Mr. Wright is a trustee.
These include 14,994 shares deposited into the Alma Smith Wright 1952
Trust f/b/o Landell W. Donaldson and 5,000 deposited into the Kathryn
Wright Donaldson 1961 Trust.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Messrs. Wright, Forbes and Wright, Jr. are voting co-trustees of the
Badger Meter Voting Trust. Except for shares personally reported as
beneficially owned by the reporting party, Mr. Wright disclaims
beneficial interest in shares in the Badger Meter Voting Trust.
Page 4 of 5
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Badger Meter Voting Trust, dated June 1, 1953, as amended
(previously filed).
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)
Page 5 of 5
