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SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
DECEMBER 31, 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(e), 13d-1(f) or 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 Rule
13d-7(b) 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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CUSIP NO. 056525-10-8 13D PAGE 2 OF 5 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
RICHARD A. MEEUSEN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 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 147,537
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING 23,256
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH --
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,776
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
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14 TYPE OF REPORTING PERSON (See Instructions) IN
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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
ITEM 2. IDENTITY AND BACKGROUND
a) Name of reporting person: Richard A. Meeusen
b) Business address: 4545 W. Brown Deer Road
Milwaukee, WI, 53223
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. Badger Meter is a marketer and manufacturer of flow
measurement and control 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 147,537 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.
Approximately 30 officers have purchased Company stock using this
credit facility.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Meeusen is the beneficial owner in terms of voting power, pursuant
to Rule 13-d-3, of 147,537 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.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a) Aggregate Number of Shares: 157,776 shares.
Percentage of Class: 4.7%.
Badger Meter, Inc. Common Stock shares outstanding at
December 31, 1999: 3,339,955
b) 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: 147,537 shares of Common Stock, which is 202,065 shares less
than previously reported due to the repurchase of shares by the Company
and the transfer into direct ownership of shares previously held in the
Badger Meter Officers' Voting Trust by some participants. See Item
5(c).
Number of shares as to which there is sole power to dispose or to
direct the disposition: 23,256 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, Chairman & 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 Milwaukee, WI 53223
Manufacturer of flow measurement and Manufacturer of flow measurement and
control products control products.
</TABLE>
c) The total number of shares of Common Stock is 202,065 less than
previously reported. A portion of this reduction is due to 6,680
shares of Common Stock repurchased by Badger Meter, Inc. from a former
participant in the Badger Meter Officers' Voting Trust for which Mr.
Meeusen is a trustee. The remainder of such reduction is due to the
transfer of shares into direct ownership by seventeen participants,
resulting from a change in the Voting Trust Agreement which now
requires the participants to deposit only shares of a value sufficient
to collateralize their individual loan obligations to the Badger Meter
Officers' Voting Trust.
d) The Badger Meter Officers' Voting Trust holds 147,537 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 December 31, 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.
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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.
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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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