-----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, RZqBek/CJHpfSKmzs4xuxbUyrYWuUZTETNgs/s5h1g3z9x7do2poGbIdAAFyrnsO nIaK6AFOx7bvR5A9wQLONQ== 0000950124-95-002402.txt : 20030213 0000950124-95-002402.hdr.sgml : 20030213 19950809170239 ACCESSION NUMBER: 0000950124-95-002402 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950809 SROS: AMEX 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10355 FILM NUMBER: 95560218 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: FORBES JAMES L CENTRAL INDEX KEY: 0000904663 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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 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. 4)* (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 L. FORBES, BADGER METER, INC., 4545 W. BROWN DEER ROAD, MILWAUKEE, WI 53223 (414)355-0400 (Date of Event which Requires Filing of this Statement) JUNE 2, 1995 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 L. Forbes ###-##-#### - ---------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ---------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS - ---------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (e) [ ] - ---------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - ---------------------------------------------------------------------------------------------------------------------- SOLE VOTING POWER 7 5,182 NUMBER OF ----------------------------------------------------------------------------------------------------- SHARES SHARED VOTING POWER BENEFICIALLY 8 549,172(1) OWNED BY ----------------------------------------------------------------------------------------------------- EACH SOLE DISPOSITIVE POWER REPORTING 9 44,428 PERSON ----------------------------------------------------------------------------------------------------- WITH SHARED DISPOSITIVE POWER 10 -- - ---------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 554,354 - ---------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ---------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.5% - ---------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN (1)The reported shares include 499,985 shares of Class B Common stock (which is convertible into shares of Common stock on a one-for-one basis) and 49,187 shares of Common stock. - ----------------------------------------------------------------------------------------------------------------------
*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 L. Forbes b) Business address: 4545 W. Brown Deer Road Milwaukee, WI, 53223-0099 c) Principal occupation and name, principal business and address of employer: Mr. Forbes is President and CEO of Badger Meter, Inc., 4545 W. Brown Deer Road, Milwaukee, Wisconsin, 53223-0099. Badger Meter is a marketer and manufacturer of flow measurement 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 judgement, 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 With regard to 109,806 shares of Badger Meter Class B Common stock and 35,359 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. ITEM 4. PURPOSE OF TRANSACTION Mr. Forbes is the beneficial owner in terms of voting power, pursuant to Rule 13-d-3, of 109,806 shares of Badger Meter Class B Common stock, $.10 par value and 35,359 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. He is also a beneficial owner in terms of voting power of 390,179 shares of Class B Common stock and 13,828 shares of Common Stock held by the Badger Meter Voting Trust as a result of serving as a voting co-trustee of that Voting Trust. Page 3 of 5 4 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER a) Aggregate Number of Shares: 554,354 shares. Percentage of Class: 31.6%. Shares of Badger Meter stock outstanding, December 31, 1993: Common: 1,191,907 Class B: 562,785 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 June 30, 1995, Mr. Forbes is deemed to beneficially own 74.1% 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: 5,182 shares, which includes 2,700 stock options to purchase additional shares of Badger Meter, Inc. Common stock. Number of shares as to which there is shared power to vote or to direct the vote: 549,172 shares which consists of 499,985 shares of Class B Common stock and 49,187 share of Common stock which is 17,636 shares less than previously reported due to various transactions between the Badger Meter Voting Trust and the Badger Meter Officers' Voting Trust as well as the Badger Meter, Inc. ESSOP. See Item 5(c). Number of shares as to which there is sole power to dispose or to direct the disposition: 44,428 shares. Represents a net increase of 5,500 shares due to the vesting of 5,000 shares of Common stock in March, 1994, which were previously Restricted Shares, plus the purchase of 500 shares of Class B Common stock by the reporting person, through the Officers' Voting Trust, effective March 16, 1995. 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: Mr. James O. Wright, Chairman Mr. Ronald H. Dix, Vice President Badger Meter, Inc. Badger Meter, Inc. 4545 W. Brown Deer Road 4545 W. Brown Deer Road Milwaukee, WI 53223-0099 Milwaukee, WI 53223-0099 Manufacturer of flow measurement Manufacturer of flow measurement and and control products control products. Additionally, Mr. Forbes serves as co-trustee of the Badger Meter Voting Trust. As of June 30, 1995, the Badger Meter Voting Trust held 390,179 shares of Class B Common Stock and 13,828 shares of Common Stock. The other voting trustees of the Badger Meter Voting Trust are: Mr. James O. Wright, Chairman Mr. James O. Wright, Jr. Badger Meter, Inc. Wright Tax and Bookkeeping Service 4545 W. Brown Deer Road Regency Center, 100 Smith Ranch Road Milwaukee, WI 53223-0099 Suite 301 Manufacturer of flow measurement San Rafael, CA 94903 and control products. Tax and bookkeeping service. c) Effective May 11, 1994, 6,000 shares of Class B Common stock were purchased by the Badger Meter Officers' Voting Trust from the Badger Meter Voting Trust at $21.00 per share. On June 3, 1994, 500 shares of Class B Common stock were purchased by the Badger Meter Officers' Voting Trust from the Badger Meter Voting Trust at $21.125 per share. On March 16, 1995, 8,000 shares of Class B Common Stock were purchased by the Badger Meter Officers' Voting Trust from the Badger Meter Voting Trust at $22.50 per share. These were private purchases for the benefit of various participants. On October 24, 1994, Page 4 of 5 5 R. Robert Howard, a retired participant of the Badger Meter Officers' Voting Trust, withdrew 2,000 shares. On March 31, 1995, Ronald H. Dix withdrew 2,480 shares from the Officers' Voting Trust for which he retains beneficial ownership. On June 2, 1995, The Badger Meter Officers' Voting Trust exchanged 1,156 shares and 13,828 shares of Common Stock for Class B Common Stock with the Badger Meter Voting Trust. The 1,156 shares of Common Stock were removed from the Badger Meter Voting Trust while the 13,828 shares remain in the Trust. Also on June 2, 1995, the Badger Meter Voting Trust exchanged 12,000 shares of Class B Common Stock for 12,000 shares of Common Stock with the Badger Meter ESSOP. The 12,000 shares were then sold to an outsider for $25.00 per share. d) The Badger Meter Officers' Voting Trust holds 109,806 shares of Class B Common stock and 35,359 shares of Common stock for the benefit of up to 24 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 June 30, 1995, 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 Wright. Messrs. Dix, Forbes and Wright disclaim beneficial ownership of shares other than those shares which have been deposited by them individually. Additionally, Messrs. Forbes and Wright are voting co-trustees of the Badger Meter Voting Trust. Mr. Forbes disclaims beneficial ownership of shares in the Badger Meter Voting Trust. 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. ______________________________ ______________________________ 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) Page 5 of 5 -----END PRIVACY-ENHANCED MESSAGE-----