-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UvICO7yOamJ4joEpA9LCEXD53R/41fFirRozzzKI6X0gh14Vsq64oKQCs5QsIK/F tOSrgt0n36Cq8sGiCQw1CA== 0000950124-95-003695.txt : 19970116 0000950124-95-003695.hdr.sgml : 19970116 ACCESSION NUMBER: 0000950124-95-003695 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951113 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BADGER METER INC CENTRAL INDEX KEY: 0000009092 STANDARD INDUSTRIAL CLASSIFICATION: 3824 IRS NUMBER: 390143280 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10355 FILM NUMBER: 95589981 BUSINESS ADDRESS: STREET 1: 4545 WEST BROWN DEER ROAD STREET 2: C/O CORPORATE SECRETARY CITY: MILWAUKEE STATE: WI ZIP: 53223-0099 BUSINESS PHONE: 4143550400 FORMER COMPANY: FORMER CONFORMED NAME: BADGER METER MANUFACTURING CO DATE OF NAME CHANGE: 19710729 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEARTLAND ADVISORS INC CENTRAL INDEX KEY: 0000937394 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 391078128 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 790 NORTH MILWAUKEE STREET CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4143477777 MAIL ADDRESS: STREET 1: 790 NORTH MILWAUKEE STREET CITY: MILWAUKEE STATE: WI ZIP: 53202 SC 13G 1 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* BADGER METER, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 056525108 (CUSIP Number) Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing 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). *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 the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purposed 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 6 pages 2 CUSIP No. 056525108 13G Page 2 of 6 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HEARTLAND ADVISORS, INC. #39-1078128 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION WISCONSIN, U.S.A. NUMBER OF 5. SOLE VOTING POWER SHARES None BENEFICIALLY OWNED BY EACH 6. SHARED VOTING POWER REPORTING None PERSON WITH 7. SOLE DISPOSITIVE POWER 123,450 8. SHARED DISPOSITIVE POWER None 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 123,450 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.4% 12. TYPE OF REPORTING PERSON* IA 3 CUSIP No. 056525108 13G Page 3 of 6 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HEARTLAND GROUP, INC. #39-1572323 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION MARYLAND, U.S.A. NUMBER OF 5. SOLE VOTING POWER SHARES 100,000 BENEFICIALLY OWNED BY EACH 6. SHARED VOTING POWER REPORTING None PERSON WITH 7. SOLE DISPOSITIVE POWER None 8. SHARED DISPOSITIVE POWER None 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.4% 12. TYPE OF REPORTING PERSON* IV 4 CUSIP NUMBER 056525108 Page 4 Of 6 Pages Item 1. (a) Name of Issuer: Badger Meter, Inc. (b) Address of Issuer's Principal Executive Offices: 4545 West Brown Deer Road, PO Box 23099 Milwaukee, WI 53223-0099 Item 2. (a) Name of Person Filing: Heartland Advisors, Inc. Heartland Group, Inc. (b) Address of Principal Business Office: Heartland Advisors, Inc. 790 North Milwaukee Street Milwaukee, WI 53202 Heartland Group, Inc. 790 North Milwaukee Street Milwaukee, WI 53202 (c) Citizenship: Heartland Advisors is a Wisconsin corporation. Heartland Group is a Maryland corporation. (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 056525108 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (a)_____ Broker or Dealer registered under Section 15 of the Act. (b)_____ Bank as defined in Section 3(a)(6) of the Act. (c)_____ Insurance company as defined in Section 3(a)(19) of the Act. (d)__X__ Investment company registered under Section 8 of the Investment Company Act of 1940 with respect to Heartland Group. (e)__X__ Investment adviser registered under Section 203 of the Investment Advisers Act of 1940 with respect to Heartland Advisors. (f)_____ Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Sec 240.13d-1(b)(1)(ii)(F). 5 (g)_____ Parent Holding Company, in accordance with Sec 240.13d-1(b)(ii)(G) (Note: See Item 1). (h)_____ Group, in accordance with Sec 240.13d-1(b)(1)(ii)(H). Item 4. Ownership. (a) Amount beneficially owned: 123,450 shares are beneficially owned within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934 by Heartland Advisors; 100,000 shares of which are also beneficially owned by Heartland Group within the meaning of the Rule. (b) Percent of Class: 10.4% by Heartland Advisors, of which 8.4 % is also held by Heartland Group. (c) For information on voting and dispositive power with respect to the above listed shares, see Items 5-8 of the Cover Pages. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:[ ] Item 6. Ownership of more than Five Percent on Behalf of Another Person. The shares of common stock are held in investment advisory accounts of Heartland Advisors. 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. As reported herein, the interests of one such account, Heartland Group, Inc., a series investment company for which Heartland Advisors serves as investment advisor, relates to more than 5% of the class. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not Applicable. Item 8. Identification and Classification of Members of the Group. Not Applicable. Item 9. Notice of Dissolution of Group. Not Applicable. 6 Item 10. Certification. By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. 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. DATE: November 9, 1995 HEARTLAND ADVISORS, INC. By: PATRICK J. RETZER ---------------------- Patrick J. Retzer Vice President/Treasurer HEARTLAND GROUP, INC. By: PATRICK J. RETZER ---------------------- Patrick J. Retzer Vice President/Treasurer -----END PRIVACY-ENHANCED MESSAGE-----