<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
BADGER METER, INC.
------------------
(Name of Registrant as Specified in its Charter)
--------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE> 2
[BADGER METER LOGO]
BADGER METER, INC.
4545 WEST BROWN DEER ROAD
MILWAUKEE, WISCONSIN 53223
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 14, 2000
The Annual Meeting of the Shareholders of Badger Meter, Inc. (the
"Company") will be held at BADGER METER, INC., 4545 West Brown Deer Road,
Milwaukee, Wisconsin, 53223, on Friday, April 14, 2000, at 8:30 a.m. local time,
for the following purposes:
1. To elect three directors to three-year terms;
2. To transact such other business as may properly come before the
meeting or any adjournments or postponements thereof.
Holders of record of Common Stock of the Company at the close of business
on February 29, 2000 will be entitled to notice of and to vote at the meeting
and any adjournments or postponements thereof. Shareholders will be entitled to
one vote per share so held.
Please vote the enclosed proxy form, sign and return it in the envelope
provided. You retain the right to revoke the proxy at any time before it is
actually voted.
By Order of the Board of Directors
Deirdre C. Elliott, Secretary
March 16, 2000
<PAGE> 3
BADGER METER, INC.
4545 WEST BROWN DEER ROAD
MILWAUKEE, WISCONSIN 53223
PROXY STATEMENT
To the Shareholders of
BADGER METER, INC.
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Badger Meter, Inc. (the "Company") to be
used at the Annual Meeting of Shareholders of the Company (the "Meeting"), which
will be held at 8:30 a.m. local time, Friday, April 14, 2000, at BADGER METER,
INC., 4545 West Brown Deer Road, Milwaukee, Wisconsin 53223, and at any
adjournments or postponements thereof.
Shareholders who execute proxies retain the right to revoke them at any
time prior to the voting thereof by giving notice to the Company in writing or
in open meeting. Unless so revoked, the shares represented by such proxies will
be voted at the Meeting and any adjournments or postponements thereof.
The record date for shareholders entitled to notice of and to vote at the
Meeting is the close of business on February 29, 2000. As of the record date,
the Company had 3,355,876 shares of Common Stock (the "Common Stock")
outstanding and entitled to one vote per share.
This Proxy Statement is being furnished to shareholders of the Company on
or about March 16, 2000.
NOMINATION AND ELECTION OF DIRECTORS
At the Meeting, holders of Common Stock shall be entitled to elect three
directors. Directors will be elected by a plurality of votes cast at the Meeting
(assuming a quorum is present). Consequently, any shares not voted at the
Meeting, whether due to abstentions, broker nonvotes or otherwise, will have no
impact on the election of directors.
Proxies received representing one vote per share of Common Stock will,
unless otherwise directed, be voted in favor of the election of each of the
three persons named below to serve as directors for three years or until their
respective successors have been duly appointed, or until their prior death,
resignation or removal.
The Board of Directors consists of eleven members divided into three
classes of four, four and three directors each. One class is elected each year
to serve for a term of three years. Three directors are to be elected at the
Meeting for three-year terms expiring in 2003. One of the directors being
nominated, Mr. Andrew J. Policano, was elected by the shareholders at the 1998
annual meeting for a two-year term expiring in 2000. Messrs. Ulice Payne, Jr.,
and Steven J. Smith were elected by the Board of Directors in February 2000.
Effective February 11, 2000, Messrs. James O. Wright and Robert M. Hoffer
retired as directors.
Listed below are the names of the nominees of the Board of Directors for
the office of director together with certain additional information concerning
each such nominee. The three nominees are presently directors of the Company. If
any of the nominees should be unable or unwilling to serve, the proxies,
pursuant to the authority granted to them by the Board of Directors, shall have
discretionary authority to select and vote for substitute nominees. The Board of
Directors has no reason to believe that any of the nominees will be unable or
unwilling to serve.
1
<PAGE> 4
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
FOR THREE-YEAR TERMS EXPIRING 2003 ANNUAL MEETING
<TABLE>
<CAPTION>
DIRECTOR
NAME AND POSITION WITH COMPANY AGE BUSINESS EXPERIENCE DURING LAST FIVE YEARS SINCE
- ------------------------------ --- ------------------------------------------ --------
<S> <C> <C> <C>
ULICE PAYNE, JR. ...................... 44 Foley & Lardner (a law firm): Partner. 2000
Formerly, Reinhart, Boerner, VanDeuren,
Norris & Rieselbach (a law firm): Partner.
ANDREW J. POLICANO..................... 50 University of Wisconsin: Dean of the School 1997
of Business.
STEVEN J. SMITH........................ 50 Journal Communications, Inc. (a media 2000
company): Chairman and Chief Executive
Officer
Formerly, Journal Communications, Inc.:
President.
</TABLE>
Listed below are the names of the directors who are not up for election
this year together with certain additional information on each director.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
TERMS EXPIRING 2001 ANNUAL MEETING
<TABLE>
<S> <C> <C> <C>
ROBERT D. BELAN........................ 59 Badger Meter, Inc.: President and Chief 1999
Operating Officer.
Formerly, Badger Meter, Inc.: Executive Vice
President.
KENNETH P. MANNING..................... 58 Universal Foods Corporation (an 1996
international marketer of flavors, colors,
bioproducts, yeast & dehydrated vegetables):
Chairman, President and Chief Executive
Officer.
DONALD J. SCHUENKE..................... 71 Allen-Edmonds Shoe Corporation: 1982
Non-executive Chairman.
Northern Telecom Limited (a
telecommunications company): Retired
Chairman.
Northwestern Mutual Life Insurance Company:
Retired Chairman and Chief Executive
Officer.
PAMELA B. STROBEL...................... 47 Commonwealth Edison Co. (an electric 1995
utility): Executive Vice President and
General Counsel. Unicom Corp. (parent
company of Commonwealth Edison Co.):
Executive Vice President and General
Counsel.
</TABLE>
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
TERMS EXPIRING 2002 ANNUAL MEETING
<TABLE>
<S> <C> <C> <C>
JAMES L. FORBES........................ 68 Badger Meter, Inc.: Chairman and Chief 1981
Executive Officer.
Formerly, Badger Meter, Inc.: President and
Chief Executive Officer.
CHARLES F. JAMES, JR. ................. 68 Milwaukee School of Engineering: Vice 1986
President of Academics.
Formerly, University of
Wisconsin -- Milwaukee: Dean of the College
of Engineering and Applied Science.
JOHN J. STOLLENWERK.................... 60 Allen-Edmonds Shoe Corporation (a 1996
manufacturer and marketer of shoes): Owner
and President.
JAMES O. WRIGHT, JR. .................. 54 The Wright Tax Service: Owner. 1978
</TABLE>
2
<PAGE> 5
Certain directors of the Company also serve as directors of other
companies, some of which are publicly held. Mr. Forbes is a director of
Universal Foods Corporation, Journal Communications, Inc. and United Wisconsin
Services, Inc. Mr. Manning is a director of Universal Foods Corporation. Mr.
Payne is a director of Midwest Express Holdings, Inc. and State Financial
Services Corporation. Mr. Policano is a director of National Guardian Life
Insurance Company. Mr. Schuenke is a director of Allen-Edmonds Shoe Corporation
and the Federal Home Loan Mortgage Corporation. Mr. Smith is a director of
Journal Communications, Inc. Mr. Stollenwerk is a director of Allen-Edmonds Shoe
Corporation, The Northwestern Mutual Life Insurance Company, Firstar Corporation
and Koss Corporation. Ms. Strobel is a director of IMC Global, Inc.
COMMITTEES, MEETINGS AND ATTENDANCE
The Board of Directors of the Company had six standing committees during
1999: Audit, Compliance, Employee Benefit Plans, Finance, Management Review and
Technology.
The Audit Committee, which met twice in 1999, consists of Messrs. Payne
(Chairman) and Manning and Ms. Strobel. The Audit Committee recommends to the
Board of Directors independent auditors for selection by the Company, discusses
with the independent auditors and internal auditors the scope and results of
audits, and approves and reviews any non-audit services performed by the
Company's independent auditing firm.
The Management Review Committee, consisting of Messrs. Schuenke (Chairman),
Payne, Policano and Stollenwerk, met twice in 1999 and in January 2000. The
Management Review Committee reviews and establishes all forms of compensation
for the officers of the Company and administers the Company's compensation plans
including the various stock option plans. The Committee also reviews the various
management development and succession programs. The Committee selects nominees
for the Company's Board of Directors. The Committee considers nominees for
directors recommended by the shareholders but has no established procedure which
must be followed. The Company's Restated By-Laws also provide for shareholder
nominations of candidates for election as directors. These provisions require
such nominations to be made pursuant to timely notice (as specified in the
Restated By-Laws) in writing to the Secretary of the Company.
The Compliance Committee, which met twice in 1999, consists of Ms. Strobel
(Chairman), and Messrs. James and Wright, Jr. The Compliance Committee monitors
the Company's compliance with the Company's policies governing activities which
include but are not limited to the Company's code of conduct, environment,
safety, diversity, product regulation and quality processes.
The Employee Benefit Plans Committee, which met twice in 1999, consists of
Messrs. Policano (Chairman), Schuenke, Smith and Wright, Jr. The Employee
Benefit Plans Committee oversees the administration of the Company's pension
plans, savings plans, employee savings and stock ownership plans and other
retirement plans.
The Technology Committee, which met twice in 1999, consists of Messrs.
Manning (Chairman), James, Smith and Stollenwerk. This committee assesses the
development and maintenance of the technologies used by the Company in all
aspects of the Company's operations.
The Finance Committee, which met once in 1999, consists of Messrs.
Stollenwerk (Chairman), Manning and Policano. This committee continually reviews
the Company's various financing activities and recommends changes in the
corporate debt structure.
The Board of Directors held five meetings in 1999. All directors attended
at least 75% of the meetings of the Board of Directors and committees on which
they served during the period that they served.
DIRECTOR COMPENSATION
The Chairman and Chief Executive Officer is an employee of the Company, as
is the President and Chief Operating Officer, and both receive no compensation
as a director. All other directors are compensated as follows: Directors were
compensated during 1999 at a rate of $1,200 for each Board of Directors meeting
3
<PAGE> 6
attended and were reimbursed for out-of-pocket travel, lodging and meal
expenses. Directors were compensated at the rate of $750 for each committee
meeting they attended and an additional $250 for out-of-town or all-day
meetings. In addition, directors were paid a retainer of $750 per month.
Effective March 1, 2000, directors will be compensated at a rate of $1,500
for each Board of Directors meeting attended and reimbursed for out-of-pocket
travel, lodging and meal expenses. Directors will be compensated at the rate of
$1,000 for each committee meeting they attend and an additional $750 per month
retainer.
Effective January 1, 1996, the non-employee directors of the Company
participate in the same long-term incentive plan as certain members of the
management group. Under the terms of the plan, the directors earn cash bonuses
based on the same earnings growth objectives as other participants. Effective
January 1, 2000, the maximum amount that a director can earn under the long-term
incentive plan is $15,000 to $22,100 per year, depending on date of award.
Under the Company's 1999 Stock Option Plan, upon election to the Board of
Directors, non-employee directors receive a grant of options to purchase 6,000
shares of Common Stock, and another grant of options to purchase up to 2,500
shares of Common Stock, with the exact amount fixed by the number of options
remaining unexercised under the Plan.
STOCK OWNERSHIP OF MANAGEMENT AND OTHERS
The following table sets forth, as of February 29, 2000, the number of
shares of the Company's Common Stock beneficially owned and the number of
options outstanding by (i) each director of the Company, (ii) each of the
executive officers named in the Summary Compensation Table set forth below,
(iii) all directors and officers of the Company as a group, and (iv) each person
known to the Company to be the beneficial owner of more than 5% of the Company's
Common Stock (as reported to the Securities and Exchange Commission). Beneficial
ownership of shares is reported in the following table and footnotes in
accordance with the beneficial ownership rules promulgated by the Securities and
Exchange Commission. Such rules define "beneficial owner" of a security to
include any person who has or shares voting power or investment power with
respect to such security.
Compliance with these rules results in overlapping beneficial ownership of
shares. Therefore, certain shares set forth in the table below are reported as
being beneficially owned by more than one person.
In the aggregate, approximately 746,071 shares of Common Stock representing
approximately 22.2% of the votes represented by the outstanding shares of Common
Stock are beneficially held by directors and officers of the Company as a group.
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP OF
BADGER METER, INC. COMMON STOCK
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY
OWNED AND
TOTAL SOLE SHARED PERCENT OF
OPTIONS BENEFICIAL BENEFICIAL CLASS
NAME OUTSTANDING OWNERSHIP(1) OWNERSHIP(1) OUTSTANDING(4)
- ---- ----------- ------------ ------------ ----------------
<S> <C> <C> <C> <C>
JAMES L. FORBES....................... 18,680 96,558(2)(3) 141,596(2) 236,134
7.0%
ROBERT D. BELAN....................... 31,772 28,291(2)(3) 44,791
1.3%
CHARLES F. JAMES, JR. ................ 8,000 2,000 600 10,600
0.3%
KENNETH P. MANNING.................... 6,500 3,707 10,207
0.3%
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY
OWNED AND
TOTAL SOLE SHARED PERCENT OF
OPTIONS BENEFICIAL BENEFICIAL CLASS
NAME OUTSTANDING OWNERSHIP(1) OWNERSHIP(1) OUTSTANDING(4)
- ---- ----------- ------------ ------------ ----------------
<S> <C> <C> <C> <C>
ULICE PAYNE, JR. ..................... 8,000
ANDREW J. POLICANO.................... 8,500 1,500 10,000
0.3%
DONALD J. SCHUENKE.................... 8,000 5,000 13,000
0.4%
STEVEN J. SMITH....................... 8,000
JOHN J. STOLLENWERK................... 8,000 5,362 2,383 15,745
0.5%
PAMELA B. STROBEL..................... 8,000 3,900 11,900
0.4%
JAMES O. WRIGHT, JR. ................. 8,000 8,150 201,000(5)(8) 217,150
6.5%
RONALD H. DIX......................... 13,596 39,706(2)(3) 141,596(2) 177,702
5.3%
RICHARD A. MEEUSEN.................... 17,308 14,524(2)(3) 141,596(2) 152,864
4.6%
WILLIAM H. VANDER HEYDEN.............. 5,768 31,898(2)(3) 400 38,059
1.1%
All Directors and Officers as a Group
(22 persons, including those named
above).............................. 261,104 339,089(2)(3) 345,979(2)(5)(8) 747,071
22.2%
Dimensional Fund Advisors Inc.
1299 Ocean Avenue 11th Floor
Santa Monica, CA 90401.............. 218,300(6) 218,300
6.5%
Heartland Advisors, Inc.
789 N. Water St.
Milwaukee, WI 53202................. 427,300(7) 427,300
12.7%
JOW Corp.
4545 West Brown Deer Rd.
Milwaukee, WI 53223................. 200,000(8) 200,000
6.0%
M&I Trust Company
1000 N. Water St.
Milwaukee, WI 53202................. 15,750 495,920(3)(9) 511,670
15.2%
</TABLE>
- ---------------
(1) Unless otherwise indicated, the beneficial owner has sole investment and
voting power or shared voting and investment power over the reported shares.
(2) The Badger Meter Officers' Voting Trust ("Officers' Trust"), of which Ronald
H. Dix, James L. Forbes and Richard A. Meeusen are trustees, held 141,596
shares of Common Stock as of February 29, 2000. The address of the trustees
is 4545 West Brown Deer Road, Milwaukee, WI 53223. The trustees of the
Officers' Trust have the right to vote all shares of Common Stock held
therein. The Officers' Trust will exist for 30 years from December 18, 1992
to December 18, 2022 and thereafter for additional 30-year renewal periods
unless earlier terminated by a vote of beneficiaries holding 75% or more of
the votes in the Officers' Trust or by applicable law.
5
<PAGE> 8
The Officers' Trust has a $2,000,000 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.
Each depositor to the Trust must have sufficient shares deposited to
adequately collateralize the individual officer's loan balance. The
Officers' Trust holds shares with a value more than sufficient to cover the
full credit line. All officers, including the named executive officers, have
purchased Common Stock using this credit facility.
Messrs. Dix, Forbes and Meeusen all share voting power in all of the shares
deposited in the Officers' Trust. Beneficiaries of the Officers' Trust have
sole investment power over only those shares individually deposited in the
Officers' Trust. Mr. Dix has sole investment power over 10,000 shares of
Common Stock. Mr. Forbes has sole investment power over 2,020 shares of
Common Stock. Mr. Meeusen has sole investment power over 13,256 shares of
Common Stock. Messrs. Belan and Vander Heyden have sole investment power
(but no voting power) over 26,854 and 1,500 shares of Common Stock,
respectively.
(3) In conjunction with the Badger Meter, Inc. Employee Savings and Stock
Ownership Plan, Common Stock included in the preceding table has been
allocated to the following directors and/or officers as follows: James L.
Forbes, 5,466 shares; Robert D. Belan, 1,437 shares; Ronald H. Dix, 2,852
shares; Richard A. Meeusen, 316 shares; William H. Vander Heyden, 4,271
shares; and all officers as a group, 23,848 shares. A person who has been
allocated shares pursuant to this plan has shared voting power but no
investment power with respect to these shares.
(4) Includes the following shares subject to stock options which are currently
exercisable or exercisable within 60 days of February 29, 2000: Mr.
Forbes -- 0 shares; Mr. Belan -- 16,500 shares; Mr. Dix -- 6,400 shares; Mr.
Meeusen -- 10,000 shares; Mr. Vander Heyden -- 5,768 shares; and all
directors and executive officers as a group -- 151,868 shares.
(5) The number of shares shown includes shares which are reported as
beneficially owned solely because such person is co-trustee of the Christina
Wright Schiro 1973 Trust, 1,000 shares.
(6) Dimensional Fund Advisors Inc. ("Dimensional"), an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940,
furnishes investment advice to four investment companies registered under
the Investment Company Act of 1940, and serves as investment manager to
certain other investment vehicles, including commingled group trusts. (These
investment companies and investment vehicles are the "Portfolios"). In its
role as investment advisor and investment manager, Dimensional possesses
both voting and investment power over the Common Stock owned by the
Portfolios. All shares of Common Stock reported in this schedule are owned
by the Portfolios, and Dimensional disclaims beneficial ownership of such
shares of Common Stock.
(7) These securities are held in investment advisory accounts of Heartland
Advisors, Inc. As a result, various persons have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the securities. The interests of one such account, Heartland Value Fund,
a series of Heartland Group, Inc., a registered investment company, relates
to more than 5% of the class.
(8) JOW Corp. is a personal holding company. James O. Wright, Jr. is a
shareholder of JOW Corp. James O. Wright, father of James O. Wright, Jr. and
retired director and officer of Badger Meter, Inc., is the president of JOW
Corp.
(9) The number of shares shown includes shares held in one or more employee
benefit plans, where the Marshall & Ilsley Trust Company, as custodian, may
be viewed as having voting or dispositive authority in certain situations
pursuant to Department of Labor regulations or interpretations or federal
case law. Pursuant to SEC Rule 13d-4, inclusion of such shares in this
statement shall not be construed as an admission that the reporting person
or its subsidiaries are, for purposes of Sections 13(d) or 13(g) of the Act,
the beneficial owners of such securities.
6
<PAGE> 9
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding compensation
earned during each of the Company's last three fiscal years to the Company's
Chairman and Chief Executive Officer and each of the Company's four other most
highly compensated executive officers, based on salary and bonus earned during
fiscal 1999.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
-------------------- ---------------------------
EARNINGS UNDER
LONG-TERM SECURITIES ALL OTHER
NAME AND PRINCIPAL FISCAL INCENTIVE PLAN UNDERLYING COMPENSATION
POSITION YEAR SALARY($) BONUS($) ($)(2) OPTIONS(#) ($)(1)
- ------------------ ------ --------- -------- -------------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
James L. Forbes.................... 1999 394,578 200,000 36,253 10,000 2,500
Chairman and Chief 1998 374,810 185,000 39,853 0 2,500
Executive Officer 1997 349,387 172,500 38,759 8,680 2,375
Robert D. Belan.................... 1999 256,557 130,000 20,348 6,000 2,500
President and Chief 1998 218,014 90,000 20,348 5,500 2,500
Operating Officer 1997 196,002 75,800 20,348 4,872 2,375
William H. Vander Heyden........... 1999 229,543 22,600 24,090 0 2,500
Vice President 1998 224,151 30,900 24,090 0 2,500
1997 219,099 0 24,090 5,768 2,375
Ronald H. Dix...................... 1999 169,665 58,100 15,437 3,500 2,500
Vice President Admin. & 1998 161,162 55,300 15,437 0 2,500
Human Resources 1997 153,064 52,500 15,437 3,696 2,375
Richard A. Meeusen................. 1999 168,498 66,000 15,904 3,500 2,500
Vice President-Finance, 1998 158,016 54,250 15,904 0 2,500
Treasurer and Chief 1997 150,126 50,900 15,904 3,808 2,375
Financial Officer
</TABLE>
- ---------------
(1) Company contribution to Badger Meter, Inc. Employee Savings and Stock
Ownership Plan (ESSOP).
(2) Each of the executive officers named in the table is designated as a
participant under the Company's Long-Term Incentive Plan ("LTIP"). The LTIP
provides annual cash bonuses to the named officers and other members of the
management group with respect to a four or five year performance period. The
awards are based upon annual attainment of earnings objectives for the
period 1996 to 2000, as established by the Board of Directors. Maximum
annual payments under this plan are $39,853, $20,348, $24,090, $15,437 and
$15,904 for Messrs. Forbes, Belan, Vander Heyden, Dix and Meeusen,
respectively.
Certain benefits (including social club dues, automobile and legal and
accounting services) were provided through the Company to the executive officers
named in the table above. The aggregate amount of such benefits for each of the
executive officers named in the table did not exceed 10% of such officer's cash
compensation for any of the years shown.
7
<PAGE> 10
OPTION GRANTS IN 1999
The following table sets forth certain information concerning options to
purchase Common Stock granted in 1999 to the individuals named in the Summary
Compensation Table.
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
% OF TOTAL
NUMBER OF OPTIONS CURRENT
SECURITIES GRANTED TO PRESENT
UNDERLYING EMPLOYEES EXERCISE VALUE AT
OPTIONS IN OR BASE EXPIRATION DATE OF
NAME GRANTED(#)(1) FISCAL YEAR PRICE($/SH) DATE GRANT($)
- ---- ------------- ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
James L. Forbes.................... 10,000 13.9% $40.25 7/17/09 $128,400
Robert D. Belan.................... 6,000 8.3% $40.25 7/17/09 $ 77,040
Ronald H. Dix...................... 3,500 4.8% $40.25 7/17/09 $ 44,940
Richard A. Meeusen................. 3,500 4.8% $40.25 7/17/09 $ 44,940
</TABLE>
- ---------------
(1) The above options are non-qualified stock options for purposes of the
Internal Revenue Code of 1986, as amended. The option base price is the fair
market value of the stock at the time of the grant. Options become
exercisable three years after date of grant. Termination of employment for
any reason other than death, disability or retirement will result in the
cancellation of the unexercisable options. The option term is ten years. The
current present value at date of grant was computed under the Black-Scholes
option pricing model using the following assumptions: risk-free interest
rate of 5.6%; dividend yield of 3%; expected market price volatility factor
of 38%; and a weighted average expected life of five years.
AGGREGATED OPTION EXERCISES IN 1999 AND YEAR-END OPTION VALUES
The following table sets forth certain information concerning the exercise
in 1999 of options to purchase Common Stock by the five individuals named in the
Summary Compensation Table and the unexercised options to purchase Common Stock
held by such individuals at December 31, 1999.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
ACQUIRED ON VALUE OPTIONS AT FY-END(#) FY-END($)
NAME EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ----------- ----------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
James L. Forbes................ 2,170 $ 52,080 2,170 / 18,680 $ 38,518 / $66,185
Robert D. Belan................ 1,218 $ 29,232 17,718 / 15,272 $336,545 / $37,149
William H. Vander Heyden....... 6,842 $187,563 1,442 / 5,768 $ 25,596 / $43,981
Ronald H. Dix.................. 1,924 $ 43,301 7,324 / 7,196 $140,189 / $28,182
Richard A. Meeusen............. 952 $ 22,848 10,952 / 7,308 $194,398 / $29,036
</TABLE>
PENSION PLAN TABLE
The Company maintained a defined benefit pension plan (the "Pension Plan")
covering all domestic salaried employees including the above-named executive
officers. Effective January 1, 1997, the Pension Plan was modified to become a
"cash balance" plan. Under this approach, a participant has an account balance
which is credited each year with dollar amounts equal to 5% of compensation,
plus 2% of compensation in excess of the Social Security wage base. Interest is
credited to the account balance each year at a rate of interest based upon
30-year U.S. Treasury securities. A starting balance was established for each
participant based upon December 31, 1996 accrued benefits under the prior
Pension Plan formula.
Additional annual dollar amounts are credited to the accounts of
participants with Pension Plan participation prior to January 1, 1997. These
additional annual credits are 3% for those with less than 11 years; 4% for those
with 11 to 20 years; and 5% for those with over 20 years. The additional credits
will apply for years after 1996 for each year of continued employment but
limited to the lesser of 15 years or the number of the participant's years of
credited service as of December 31, 1996. At retirement, a participant may elect
a cash payment of the account balance or a life annuity of equivalent value.
8
<PAGE> 11
Mr. Meeusen is eligible for benefits under the cash balance plan but is not
eligible for benefits under the prior plan's final average pay formula. The
estimated total annual benefit payable to Mr. Meeusen under the cash balance
plan at age 65 is $78,070. This projected benefit was determined assuming no
future increases in pay and interest credited annually to the cash balance
account at a rate of 7%.
The remaining executive officers, because of their ages, are expected to
obtain retirement benefits according to the prior plan's final average pay
formula, which has been retained under the modified Pension Plan as a minimum
benefit for employees who had attained age 50 and completed 10 or more years of
service as of December 31, 1996.
Under the prior formula, the monthly pension at normal retirement (age 65)
for all executive officers is equal to the sum of nine-tenths percent (0.9%) of
the participant's average monthly compensation (based on the highest 60 months
of the last 120 months compensation) multiplied by the participant's years of
service, not to exceed 30; and six-tenths percent (0.6%) of the participant's
average monthly compensation in excess of Covered Compensation (as defined in
the Pension Plan), multiplied by the participant's years of service, not to
exceed 30. IRS regulations limit the amount of compensation to be considered in
benefit calculations to $160,000 in 1999, and varying amounts for prior years.
Participants whose compensation is in excess of the IRS limits also participate
in a non-qualified unfunded supplemental retirement plan. Benefits are
calculated to provide the participant the same pension benefits as if there was
no compensation limit.
Based on the assumption that retirement occurs at age 65, the following
table shows the approximate annual retirement benefit payable from either the
funded or unfunded plan to salaried employees retiring in 1999, based on the
benefit formula described below.
<TABLE>
<CAPTION>
AVERAGE YEARS OF SERVICE
ANNUAL ---------------------------------------------------------------
COMPENSATION 10 15 20 25 30 35
- ------------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$150,000...................... $ 20,516 $ 30,948 $ 41,265 $ 51,581 $ 61,897 $ 61,897
$175,000...................... $ 24,266 $ 36,573 $ 48,765 $ 60,956 $ 73,147 $ 73,147
$200,000...................... $ 28,016 $ 42,198 $ 56,265 $ 70,331 $ 84,397 $ 84,397
$250,000...................... $ 35,516 $ 53,448 $ 71,265 $ 89,081 $106,897 $106,897
$300,000...................... $ 43,016 $ 64,698 $ 86,265 $107,831 $129,397 $129,397
$350,000...................... $ 50,516 $ 75,948 $101,265 $126,581 $151,897 $151,897
$400,000...................... $ 58,016 $ 87,198 $116,265 $145,331 $174,397 $174,397
$450,000...................... $ 65,516 $ 98,448 $131,265 $164,081 $196,897 $196,897
$500,000...................... $ 73,016 $109,698 $146,265 $182,831 $219,397 $219,397
$550,000...................... $ 80,516 $120,948 $161,265 $201,581 $241,897 $241,897
$600,000...................... $ 88,016 $132,198 $176,265 $220,331 $264,397 $264,397
$650,000...................... $ 95,516 $143,275 $191,033 $238,791 $286,549 $286,549
$700,000...................... $103,016 $154,525 $206,033 $257,541 $309,049 $309,049
$750,000...................... $110,516 $165,775 $221,033 $276,291 $331,549 $331,549
</TABLE>
Compensation covered by the Defined Benefit Plan is a participant's salary
and bonus, as shown in the Summary Compensation Table, whether or not such
compensation has been deferred at the participant's election.
The above table does not reflect limitations imposed by the Internal
Revenue Code of 1986 (the "Code"), as amended on pensions paid under federal
income tax qualified plans. However, an executive officer covered by the
Company's unfunded program will receive the full pension to which he would be
entitled in the absence of such limitations.
The years of credited service under the Pension Plan for each individual
named in the Summary Compensation Table are as follows: Mr. Forbes (20), Mr.
Vander Heyden (37), Mr. Belan (15) and Mr. Dix (18). The current remuneration
for these individuals for purposes of the Pension Plan is set forth in the
Summary Compensation Table.
9
<PAGE> 12
In 1990, Messrs. Forbes, Vander Heyden and Dix agreed to the cancellation
of substantially all of their post-retirement group term life insurance in
exchange for an unfunded supplemental retirement plan. This plan provides for
the payment of 20% of the participant's final monthly salary for 120 months
after retirement. Assuming no increase in salary before retirement, they would
be paid additional annual pensions of $84,000, $45,200, and $34,600,
respectively. Mr. Belan is entitled to benefits under a non-qualified
supplemental retirement plan for five years of service which he was granted at
the time of his employment. The 15 years of credited service under the Pension
Plan consists of five years under the non-qualified supplemental retirement plan
and ten years under the qualified plan. Benefits are calculated to provide Mr.
Belan with the same pension benefits as if all of his credited service was under
the qualified plan.
BOARD MANAGEMENT REVIEW COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's executive compensation program is administered by the
Management Review Committee of the Board of Directors. The Committee is composed
of four non-employee directors. Following the Committee's review and approval,
all matters related to their activities are reported to the full Board of
Directors for approval.
The charter of the Management Review Committee includes the following
powers and duties:
1. To recommend candidates to be nominated by the Board of Directors
for election as directors of the Company at the next succeeding Annual
Meeting of Shareholders;
2. To recommend candidates to fill any unexpired term of the Board
which may occur, and to consider nominees recommended by shareholders;
3. To evaluate director performance;
4. To review and consider management's program for the development and
succession of management, including identifying and developing those
individuals who have the character, intelligence, motivation, education,
stamina, and can successfully perform management duties;
5. To recommend candidates to be nominated by the Board of Directors
for election as corporate officers and to make recommendations to the Board
of Directors on the ratification of the approved officers;
6. To evaluate the performance of the corporate officers;
7. To review and approve all forms of compensation and fringe benefits
for all corporate officers, except assistant officers;
8. To review recommendations and to grant Stock Options in accordance
with their respective plans;
9. To review and approve annually the corporate incentive plans and
incentives to be paid;
10. To review and recommend to the Board fees and compensation,
including incentive compensation, of non-employee directors for service on
the Board or its committees or to the Company in any capacity; and
11. To submit to the Corporate Secretary minutes of each meeting held
by the Committee.
The compensation policies which are used as a general guideline for the
Committee as it carries out its powers and duties are:
1. The design of executive pay programs should attract and retain
qualified executive officers, motivate and reward performance;
2. Achievement of annual incentive compensation levels requires
attainment of performance goals as approved by the Management Review
Committee;
3. Long-term incentive programs must focus on the enhancement of
shareholder value through the use of stock options and long-term cash
incentives; and
10
<PAGE> 13
4. The Committee uses its judgment to achieve a fair and competitive
compensation structure, utilizing both short-term and long-term plans, with
fixed and variable components.
In making its decisions, the Management Review Committee reviews:
1. Competitive compensation data for organizations of similar size and
similar business activity, considering both base salary and bonus data
separately, on a combined basis and total cash and non-cash compensation;
2. Financial performance for the Company as a whole and various
product lines, relative to prior year, the budget and other meaningful
financial data; and
3. Personal performance, including objectives approved by the
Management Review Committee and on a discretionary basis, where
appropriate.
The compensation program for the executive officers of the Company involves
base salaries, short-term annual cash incentive bonuses and a long-term program
using stock options and cash incentives.
Base Salaries. Salary rate ranges are established for each officer
position. The rate ranges are reviewed annually by the Management Review
Committee, using data supplied by an independent consulting firm, on
organizations of similar size and similar business activity. Membership in the
performance peer group set forth on page 13 is limited to publicly-held
companies. The compensation survey incorporates privately-held as well as
publicly-held companies of similar size, and has a broader definition of similar
business activity, thereby providing the best basis for evaluating compensation
relative to the companies that compete with the Company for executives. The data
includes salaries, total cash compensation and total compensation. This process
has been consistently used by the Management Review Committee for the past ten
years. The Company's policy is to pay executives at market, so the midpoint of
the rate range reflects compensation for similar positions in organizations of
similar size and similar business. Each of the individual officers' compensation
falls within the appropriate rate range.
In establishing the compensation of each officer, including the Chairman
and Chief Executive Officer, the Management Review Committee is given a
five-year history, including base salary, short-term incentive awards, and
long-term compensation programs. The Committee is also furnished with a schedule
showing the Common Stock ownership of each officer, including options and
restricted shares.
The base compensation for each employee is established by first determining
the employee's position within the applicable rate range and then considering
various performance factors. For those employees who are managers of a product
line or a combination of product lines, the financial performance of that
particular unit, relative to the prior year, the budget and the current economic
condition of the market being served are considered. Other non-financial
objectives examined include any change in market share, new product development,
customer service and the quality attainment of various products. Because the
philosophy of the Company is one of long-term goals and objectives, greater
weight is given to the long-term factors and lesser weight to the annual
financial performance for base compensation considerations.
Base salary increases approved for 2000 by the Management Review Committee
ranged from 4.0 to 10.7 percent, with the Chairman and Chief Executive Officer
being granted a 5.0 percent increase, after evaluation of the factors set forth
above relative to each individual's circumstances and performance.
Short-Term Incentive Plan. Under the short-term incentive plan, the maximum
bonus payable is 60 percent of base salary for the Chairman and Chief Executive
Officer and 35-60 percent for the other officers. There are four factors to the
short-term incentive plan; financial, objective, return on assets employed and
cash flow. The most significant financial factor, generally 20-45 percent of the
base salary, is based on the attainment of a certain pretax earnings for the
Company, approved at the beginning of each year by the Management Review
Committee, and return on assets employed. The second, third and fourth factors,
each five percent of the base salary, are determined in advance and agreed to by
the Management Review Committee including return on assets employed and cash
flow targets and one or two objectives, such as personnel development, product
development, systems enhancements and compliance programs. For 1999, the
11
<PAGE> 14
bonuses for the executive officers range from a low of 10.0 percent to a high of
50.0 percent. The Chairman and Chief Executive Officer received a bonus of
$200,000.
In determining the individual short-term incentive awards, the financial
factor was based on earnings before taxes for some of the corporate officers and
operating earnings of selected product lines for those officers who have
responsibility for these product lines.
For 1999, the short-term incentive plan had the various payout percentages,
but the targets were operating earnings before taxes and return on assets
employed for various corporate officers and operating earnings and return on
assets employed for selected product lines for those officers who have
responsibility for managing these product lines. In all cases, greater weight is
assigned to the financial factor and less weight to the objective factor. The
return on assets employed will be a maximum 5 percent of salary potential for
the plan participants.
Long-Term Incentive Plans/Stock Option Plans. A long-term compensation
program, which includes the Company's 1989 Stock Option Plan, the 1993 Stock
Option Plan, the 1995 Stock Option Plan, the 1997 Stock Option Plan and the 1999
Stock Option Plan, presents an opportunity for the officers to gain or increase
their equity interests in the Company. All of the stock options are granted at
the market price on the date of grant and are based on a factor of compensation.
The Company has a long-term incentive plan whereby members of the
management group can earn bonuses based upon increases in earnings per share
over the prior year. A cash bonus is payable annually for four or five years, if
the annual increase in earnings per share meet the objectives established by the
Board of Directors. During the years, 1996-2000, the maximum annual bonus to be
paid to a participant would be approximately 11.81 percent of his December 31,
1995 base salary. The maximum earnings targets were achieved for all four years
and the maximum bonus payments were earned by the management group. The
Committee believes that the long-term incentive plan, based on increases in
earnings per share, ties management compensation to the shareholders' interest
and is reasonable compared to other publicly held companies of similar size. The
Company has continued the long-term incentive plan for the years beginning
January 2000 through December 31, 2003, on the same terms except that during the
years 2000-2004, the maximum annual bonus paid to the participant could range
from 12 to 24 percent of his February 1, 2000 base salary.
Section 162(m) Limitations. It is anticipated all 2000 compensation to
executives will be fully deductible under Section 162(m) of the Code and
therefore the Management Review Committee determined that a policy with respect
to qualifying compensation paid to certain executive officers for deductibility
is not necessary.
The foregoing report has been approved by all members of the Committee.
The Management Review Committee
Donald J. Schuenke, Chairman
Andrew J. Policano
John J. Stollenwerk
MANAGEMENT REVIEW COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Management Review Committee during 1999 consisted of Messrs. Schuenke,
Hoffer, Policano and Stollenwerk. There were no Compensation Committee
interlocks.
12
<PAGE> 15
PERFORMANCE GRAPH
The following graph compares on a cumulative basis the yearly percentage
change since January 1, 1995 in (a) the total shareholder return on the Common
Stock with (b) the total return on the American Stock Exchange Corporate Index
and (c) the total return of a peer group made up of 14 companies in similar
industries and with similar market capitalization as selected by an independent
consulting firm. The graph assumes $100.00 invested on January 1, 1995. It
further assumes the reinvestment of dividends. The returns of each component
company in the peer group have also been weighted based on such company's
relative market capitalization.
[GRAPH]
<TABLE>
<CAPTION>
BADGER METER PEER GROUP BROAD MARKET
------------ ---------- ------------
<S> <C> <C> <C>
1994 100.00 100.00 100.00
1995 114.59 132.34 128.90
1996 170.68 173.59 136.01
1997 368.08 185.67 163.66
1998 327.41 150.67 161.44
1999 282.87 204.12 201.27
</TABLE>
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Badger Meter.............................. 100.00 114.59 170.68 368.08 327.41 282.87
Peer Group................................ 100.00 132.34 173.59 185.67 150.79 204.12
Broad Market.............................. 100.00 128.90 136.01 163.66 161.44 201.27
</TABLE>
* Peer Group consists of Axcess, Inc., Badger Meter, Inc., Bio/Rad Labs, Candela
Laser Corp., CEM Corp., Frequency Electronics, Innovex, Inc., Integral Vision,
Inc., K-Tron International, Inc., Keithley Instruments, Moore Products
Company, Newport Corp., Research Frontiers, Inc. and TSI, Inc. Medar, Inc. has
been omitted from this year's Peer Group because it is no longer a
publicly-traded company. Integral Vision, Inc. was added in 1999.
CERTAIN TRANSACTIONS
The Company maintains a short-term credit line of $10,000,000 with Firstar
Bank, N.A. During 1999, the maximum indebtedness under this short-term line of
credit was $1,575,000. At February 29, 2000, $1,000,000 was the total
indebtedness to Firstar Bank, N.A. Mr. Stollenwerk is a director of Firstar
Corporation (the parent corporation of Firstar Bank, N.A.). The terms of the
Company's credit lines with Firstar Bank, N.A. are comparable to those that
would be obtained from an unaffiliated third party.
The Company utilizes Foley & Lardner to perform various legal services.
Ulice Payne, Jr. is a partner of Foley & Lardner. No services were performed or
directed by Mr. Payne.
13
<PAGE> 16
INDEPENDENT AUDITORS
Ernst & Young LLP, the Company's independent auditors for many years, has
been selected to audit the Company and its subsidiaries for 2000.
Representatives of Ernst & Young LLP will be present at the Annual Meeting to
respond to appropriate questions and to make a statement if they desire to do
so.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors to file reports concerning the ownership of Company
equity securities with the Securities and Exchange Commission and the Company.
Based solely on a review of the copies of such forms furnished to the Company,
or written representations that no Form 5 was required, the Company believes
that, during the year ended December 31, 1999, all reports required by Section
16(a) to be filed by the Company's insiders were filed on a timely basis.
OTHER MATTERS
THE COMPANY WILL FILE AN ANNUAL REPORT ON FORM 10-K WITH THE SECURITIES AND
EXCHANGE COMMISSION FOR ITS FISCAL YEAR ENDED DECEMBER 31, 1999. THE COMPANY
WILL PROVIDE A COPY OF THIS FORM 10-K REPORT WITHOUT CHARGE TO EACH PERSON WHO
IS A RECORD OR BENEFICIAL HOLDER OF SHARES OF COMMON STOCK ON THE RECORD DATE
FOR THE MEETING AND WHO SUBMITS A WRITTEN REQUEST FOR IT. REQUESTS FOR COPIES OF
THE FORM 10-K SHOULD BE ADDRESSED TO SECRETARY, BADGER METER, INC., 4545 WEST
BROWN DEER ROAD, P.O. BOX 245036, MILWAUKEE, WISCONSIN 53224-9536
The cost of solicitation of proxies will be borne by the Company. Brokers,
nominees and custodians who hold stock in their names and who solicit proxies
from the beneficial owners will be reimbursed by the Company for out-of-pocket
and reasonable clerical expenses.
The Board of Directors does not intend to present at the Meeting any
matters other than those set forth herein and does not presently know of any
other matters that may be presented to the Meeting by others. However, if any
other matters should properly come before the Meeting, it is the intention of
the persons named in the enclosed proxy to vote said proxy on any such matters
in accordance with their best judgment.
A shareholder wishing to include a proposal in the proxy statement for the
2001 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934, as amended ("Rule 14a-8"), must forward the proposal to
the Company by November 16, 2000. In addition, a shareholder who otherwise
intends to present business at the 2001 Annual Meeting (including nominating
persons for election as directors) must comply with the requirements set forth
in the Company's Restated By-Laws. Among other things, to bring business before
an annual meeting, a shareholder must give written notice thereof, complying
with the Restated By-Laws, to the Secretary of the Company not less than 60 days
and not more than 90 days prior to the second Saturday in the month of April
(subject to certain exceptions if the annual meeting is advanced or delayed a
certain number of days). Accordingly, if the Company does not receive notice of
a shareholder proposal submitted otherwise than pursuant to Rule 14a-8 prior to
February 14, 2001, then the notice will be considered untimely and the Company
will not be required to present such proposal at the 2001 Annual Meeting. If the
Board of Directors chooses to present such proposal at the 2001 Annual Meeting,
then the persons named in proxies solicited by the Board of Directors for the
2001 Annual Meeting may exercise discretionary voting power with respect to such
proposal.
Deirdre C. Elliott
Secretary
March 16, 2000
14
<PAGE> 17
<TABLE>
<S><C>
PROXY
2000 ANNUAL MEETING OF SHAREHOLDERS
BADGER METER, INC.
The undersigned does hereby constitute and appoint James L. Forbes, Robert D. Belan and Deirdre C. Elliott, or any one or more
of them, as proxies for the undersigned at the Annual Meeting of Shareholders of Badger Meter, Inc. to be held on Friday, April 14,
2000, at Badger Meter, Inc., 4545 West Brown Deer Road, Milwaukee, Wisconsin, at 8:30 a.m. local time, and any adjournments or
postponements thereat, to vote thereat the shares of stock held by the undersigned as fully and with the same effect as the
undersigned might or could do if personally present at said Meeting or any adjournments or postponements thereof hereby revoking
any other Proxy heretofore executed by the undersigned for such Meeting. The undersigned acknowledges receipt of the Notice of
Annual Meeting of shareholders and the Proxy Statement.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION
IS MADE, THE PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED. THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS.
\/ COMPLETE AND SIGN BELOW. DETACH AND RETURN USING THE ENVELOPE PROVIDED \/
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BADGER METER, INC. 2000 ANNUAL MEETING
1. ELECTION OF DIRECTORS:
THREE-YEAR TERM: 1 - Ullce Payne, Jr. 2 - Andrew J. Pollcano 3 - Steven J. Smith | | FOR all nominees | | WITHHOLD AUTHORITY
listed to the to vote for all
left (except as nominees listed
specified below). to the left.
-------------------------------------------
(Instructions: To withhold authority to vote for any indicated nominee, | |
write the number(s) of the nominee(s) in the box provided to the right.) ------> | |
-------------------------------------------
2. To transact such other business as may properly come before the meeting, or any adjournments of postponements thereof.
Check appropriate box Date ___________________ NO. OF SHARES
Indicate changes below:
Address Change? | | Name Change? | | -------------------------------------------
| |
| |
| |
| |
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| |
-------------------------------------------
Signature(s) in Box
Please sign exactly as your name appears on
your stock certificate as shown directly to
the left. Joint owners should each sign
personally. A corporation should sign in
full corporate name by duly authorized
officers. When signing as attorney,
executor, administrator, trustee or
guardian, give full title as such.
| |
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</TABLE>
