-----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, Sf/+n90NIEpnBaHrDVrmd2IErjN4p4VIEazPPCyd7HgDCTVg2f4VCXLcD80CeESF YQcOE0WJ4wx9h2QyF+EUqQ== 0000950124-98-007418.txt : 19981216 0000950124-98-007418.hdr.sgml : 19981216 ACCESSION NUMBER: 0000950124-98-007418 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981215 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BADGER METER INC CENTRAL INDEX KEY: 0000009092 STANDARD INDUSTRIAL CLASSIFICATION: TOTALIZING FLUID METERS & COUNTING DEVICES [3824] IRS NUMBER: 390143280 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-10355 FILM NUMBER: 98769871 BUSINESS ADDRESS: STREET 1: 4545 WEST BROWN DEER ROAD STREET 2: C/O CORPORATE SECRETARY CITY: MILWAUKEE STATE: WI ZIP: 53223-0099 BUSINESS PHONE: 4143715887 FORMER COMPANY: FORMER CONFORMED NAME: BADGER METER MANUFACTURING CO DATE OF NAME CHANGE: 19710729 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WRIGHT JAMES O CENTRAL INDEX KEY: 0000904665 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: PO BOX 23099 CITY: MILWAUKEE STATE: WI ZIP: 53223-0099 MAIL ADDRESS: STREET 1: 4545 WEST BROWN DEER ROAD CITY: MILWAUKEE STATE: WI ZIP: 53223-0099 SC 13D 1 FORM SC 13D 1 ----------------------------- OMB APPROVAL ----------------------------- ----------------------------- OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per form 14.90 ----------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* (Name of Issuer) BADGER METER, INC. (Title of Class of Securities) COMMON STOCK $1.00 PAR VALUE (CUSIP Number) 056525-10-8 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JAMES O. WRIGHT, JR., THE WRIGHT TAX SERVICE 4040 CIVIC CENTER DRIVE, SUITE 200, SAN RAFAEL, CA 94903 415/499-1099 (Date of Event which Requires Filing of this Statement) NOVEMBER 17, 1998 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). 2 SCHEDULE 13D
- ------------------------------------------ ---------------------------------------- ---------------------------------------- CUSIP NO. 056525-10-8 Page 2 of 5 Pages ----------- - ------------------------------------------ ---------------------------------------- ---------------------------------------- - --------- ------------------------------------------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James O. Wright, Jr. ###-##-#### - --------- ------------------------------------------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| 2 (b) |_| - --------- ------------------------------------------------------------------------------------------------------------------- SEC USE ONLY 3 - --------- ------------------------------------------------------------------------------------------------------------------- SOURCE OF FUNDS 4 N/A - --------- ------------------------------------------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (e) |_| 5 - --------- ------------------------------------------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 USA - --------- ------------------------------------------------------------------------------------------------------------------- SOLE VOTING POWER 7 10,750 NUMBER OF ------- ------------------------------------------------------------------------------------------ SHARES SHARED VOTING POWER BENEFICIALLY 8 616,808 (1) OWNED BY ------- ------------------------------------------------------------------------------------------ EACH SOLE DISPOSITIVE POWER REPORTING 9 16,150 PERSON ------- ------------------------------------------------------------------------------------------ WITH SHARED DISPOSITIVE POWER 10 214,960 - -------------------------- ------- ------------------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 627,558 - --------- ------------------------------------------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 12 - --------- ------------------------------------------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 17.3% - --------- ------------------------------------------------------------------------------------------------------------------- TYPE OF REPORTING PERSON IN 14 (1) The reported shares are 616,808 shares of Class B Common stock (which is convertible into shares of Common stock on a one-for-one basis). - --------- -------------------------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! 3 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, Jr. b) Business address: The Wright Tax Service 4040 Civic Center Drive, Suite 200 San Rafael, CA 94903 c) Principal occupation and name, principal business and address of employer: Mr. Wright, Jr. is Owner of The Wright Tax Service, 4040 Civic Center Drive, Suite 200, San Rafael, CA 94903. d) During the last five years, Mr. Wright, Jr. has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). e) During the last five years, Mr. Wright, Jr. 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, Jr. is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION N/A ITEM 4. PURPOSE OF TRANSACTION Mr. Wright, Jr. is a beneficial owner in terms of voting power of 616,808 shares of Class B Common Stock held by the Badger Meter Voting Trust as a result of serving as a voting co-trustee of that Voting Trust. Mr. Wright, Jr. has no plans or no intentions with respect to the matters set forth in Item 4 of Schedule 13-D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER a) Aggregate Number of Shares: 627,558 shares. Percentage of Class: 17.3%. Shares of Badger Meter stock outstanding, October 31, 1998: Common: 2,509,071 Class B: 1,119,268 Page 3 of 5 4 On matters as to which Common Stock and Class B Common Stock vote together, shares of Class B stock have 10 votes per share. Therefore, as of November 30, 1998, Mr. Wright, Jr. is deemed to beneficially own 45.1% 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: 10,750 shares, which is 1,800 more than previously reported. February 3, 1998, Mr. Wright, Jr. exercised 500 stock options at $14.8125. On April 25, 1998, 2,000 stock options granted to Mr. Wright, Jr. vested. On November 2, 1998, Mr. Wright, Jr. sold 200 shares of Common Stock in an open market transaction at $35.3125/share. Number of shares as to which there is shared power to vote or to direct the vote: 616,808 shares of Class B Common Stock. This represents a decrease of 55,450 shares resulting from the following transactions: On November 15, 1997, 6,000 shares of Class B Common Stock were exchanged for Common Stock with the Badger Meter Officers' Voting Trust. On January 12, 1998, 750 shares were removed from the Voting Trust by a participant and exchanged for Common Stock. The Common Stock shares were subsequently sold. On April 1, 1998 and May 7, 1998, 10,000 shares and 38,500 shares of Class B Common Stock, respectively, were removed from the Voting Trust and deposited into their respective subtrusts for which Mr. Wright, Jr. is not a trustee. On May 7, 1998, Mr. Wright, Jr. sold 200 shares of Class B Common Stock to a participant in the Badger Meter Officers' Voting Trust for $36.00/share. Number of shares as to which there is sole power to dispose or to direct the disposition: 16,150. This includes 1,750 shares of Badger Meter Common Stock held directly, 9,000 options to purchase Common Stock and 5,400 shares of Class B Common Stock held in the Badger Meter Voting Trust. Number of shares as to which there is shared power to dispose or to direct the disposition: 214,960 shares. In addition to Mr. Wright, Jr., the other voting co-trustees of the Badger Meter Voting Trust are: Mr. James L. Forbes, President & CEO Mr. James O. Wright, Sr., Chairman Badger Meter, Inc. Badger Meter, Inc. 4545 W. Brown Deer Road 4545 W. Brown Deer Road Milwaukee, WI 53223-0099 Milwaukee, WI 53223-0099 Manufacturer of flow measurement and Manufacturer of flow measurement and control products control products. c) The beneficiaries of the Badger Meter Voting Trust have the right to receive all dividends on and proceeds from any sale of the shares of stock which they have deposited. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Messrs. Wright, Sr. and Forbes are also voting co-trustees of the Badger Meter Voting Trust. Except for shares personally reported as beneficially owned by the reporting party, Mr. Wright, Jr. disclaims beneficial interest in shares in the Badger Meter Voting Trust. Page 4 of 5 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. 5 - ------------------------------ ------------------------------ Date Signature James O. Wright, Jr. 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 -----END PRIVACY-ENHANCED MESSAGE-----