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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. 9)*
BADGER METER
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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 L. FORBES, 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)
James L. Forbes
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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
92,291
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
147,537
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
88,922
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
--
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
239,828
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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)
7.2%
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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: James L. Forbes
b) Business address: 4545 W. Brown Deer Road
Milwaukee, WI, 53223
c) Principal occupation and name, principal business and address of
employer:
Mr. Forbes is Chairman and CEO 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. Forbes has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
e) During the last five years, Mr. Forbes 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. Forbes is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Forbes is the beneficial owner of 147,537 shares of Badger Meter
Common Stock, which 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' Voting 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. Forbes is the beneficial owner in terms of voting power, pursuant
to Rule 13d-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. Forbes has no plans or no 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: 239,828 shares of Common Stock.
Percentage of Class: 7.2%.
Shares of Badger Meter Common Stock outstanding, December 31, 1999:
3,339,955
b) Number of shares as to which there is sole power to vote or to direct
the vote: 92,291 shares, which includes no stock options exercisable
within 60 days.
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 some of the shares previously
held in the Badger Meter Officers' Voting Trust by a total of seventeen
participants, over the past several months. See Item 5(c).
Number of shares as to which there is sole power to dispose or to
direct the disposition: 88,922 shares. This represents a net decrease
of 2,664 which were gifted in October 1999, to the reporting person's
children.
Number of shares as to which there is shared power to dispose or to
direct the disposition: None, which is the same as previously reported.
In addition to Mr. Forbes, the other voting co-trustees in the Badger Meter
Officers' Voting Trust are:
<TABLE>
<S> <C>
Mr. Richard A. Meeusen, Vice President Mr. Ronald H. Dix, Vice President
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 Manufacturer of flow measurement and
and control products control products.
</TABLE>
c) The total number of shares of Common Stock is 115,163 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.
Forbes is a trustee. The remainder of such reduction is due to the
transfer of shares into direct ownership by seventeen participants,
including the reporting person who now holds 86,902 shares directly
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.
e) Not applicable.
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 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, James L.
Forbes, plus Messrs. Dix and Meeusen. Messrs. Dix, Forbes and Meeusen
disclaim beneficial ownership of shares other than those shares which
have been deposited by them individually.
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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
James L. Forbes, Trustee
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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