-----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, IdnxdxpHV59t0nIoHiU2NwiiSF3c2CVPgmzh99DEogw33lWHm+qNxAaDFqf9vsL/ ll4XRjn2Okob5kUeZh4TFQ== 0000950124-97-006137.txt : 19971120 0000950124-97-006137.hdr.sgml : 19971120 ACCESSION NUMBER: 0000950124-97-006137 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971119 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: SEC FILE NUMBER: 005-10355 FILM NUMBER: 97724472 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: DIX RONALD H CENTRAL INDEX KEY: 0000904668 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/A 1 SC 13D/A 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. 3)* (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) RONALD H. DIX, BADGER METER, INC., 4545 W. BROWN DEER ROAD, MILWAUKEE, WI 53223 (414)355-0400 (Date of Event which Requires Filing of this Statement) SEPTEMBER 30, 1997 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.) *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 Ronald H. Dix ###-##-#### - -------------------------------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / 2 (b) / / - -------------------------------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------------------------------- SOURCE OF FUNDS 4 - -------------------------------------------------------------------------------------------------------- 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 20,332 NUMBER OF -------------------------------------------------------------------------------------- SHARES SHARED VOTING POWER BENEFICIALLY 8 355,925(1) OWNED BY -------------------------------------------------------------------------------------- EACH SOLE DISPOSITIVE POWER REPORTING 9 40,764 PERSON -------------------------------------------------------------------------------------- WITH SHARED DISPOSITIVE POWER 10 -- - -------------------------------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 376,256 - -------------------------------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 12 - -------------------------------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 10.5% - -------------------------------------------------------------------------------------------------------- TYPE OF REPORTING PERSON IN 14 (1)The reported shares include 309,712 shares of Class B Common stock (which is convertible into shares of Common stock on a one-for-one basis) and 46,212 shares of Common stock. ALL SHARE AMOUNTS REFLECT A 2-FOR-1 STOCK SPLIT EFFECTIVE APRIL 18, 1997. - --------------------------------------------------------------------------------------------------------
*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: Ronald H. Dix b) Business address: 4545 W. Brown Deer Road Milwaukee, WI, 53223-0099 c) Principal occupation and name, principal business and address of employer: Mr. Dix is Vice President - Administration/Human Resources 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. Dix has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). e) During the last five years, Mr. Dix 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. Dix is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION With regard to 309,712 shares of Badger Meter Class B Common Stock and 46,212 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. 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' 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. Twenty-nine officers have purchased Company stock using this credit facility. ITEM 4. PURPOSE OF TRANSACTION Mr. Dix is the beneficial owner in terms of voting power, pursuant to Rule 13-d-3, of 309,712 shares of Badger Meter Class B Common Stock, $.10 par value and 46,212 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. Dix has no plans or intentions with respect to the matters set forth in Item 4 of Schedule 13-D. Page 3 of 5 4 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER a) Aggregate Number of Shares: 376,256 shares. Percentage of Class: 10.5%. Badger Meter, Inc. shares outstanding at September 30, 1997: Common: 2,442,043 Class B: 1,125,570 ALL SHARE AMOUNTS REFLECT A 2-FOR-1 STOCK SPLIT EFFECTIVE APRIL 18, 1997. b) On matters as to which Common Stock and Class B Common Stock vote together, shares of Class B Common Stock have 10 votes per share. Therefore, as of September 30, 1997, Mr. Dix is deemed to beneficially own 23.0% of the total voting power of shares of Badger Meter, Inc. Number of shares as to which there is sole power to vote or to direct the vote: 20,332 shares. This includes stock options for 12,332 shares of Common Stock which could be exercised within 60 days of this filing. Number of shares as to which there is shared power to vote or to direct the vote: 355,924 shares which consists of 309,712 shares of Class B Common Stock and 46,212 shares of Common Stock. This represents an increase of 33,466 shares as follows: a purchase of 6,000 shares of Class B Common Stock on February 21, 1997, and a purchase of 856 shares of Common Stock on September 4, 1997 by the Badger Meter, Inc. Officers' Voting Trust. Withdrawals of 8,760 shares of Common Stock were made from the Badger Meter, Inc. Officers' Voting Trust. Between November 8, 1996 and August 15, 1997, deposits resulting from the exercise of stock options totaling 34,770 shares plus 600 shares were made by various participants in the Officers' Voting Trust. 26,100 shares of Common Stock in the Officers' Voting Trust were exchanged for 26,100 shares of Class B Common Stock with the Badger Meter Voting Trust. Number of shares as to which there is sole power to dispose or to direct the disposition: 40,764 shares. This represents an increase of 4,512 shares, which is additional purchases, by the reporting party, through the Officers' Voting Trust, of 256 shares of Common Stock on September 4, 1997. In addition, 2,668 additional stock options became available for exercise, for a total of 12,332 stock options exercisable within 60 days. Mr. Dix also exercised 2,324 stock options during the period which he deposited into the Officers' Voting Trust. 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. Dix, the other voting co-trustees of Badger Meter, Inc. Common Stock in the Badger Meter Officers' Voting Trust are: Mr. James O. Wright, Chairman Mr. James L. Forbes, President & CEO 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) Effective February 21,1997, 6,000 shares of Class B Common stock were purchased by the Badger Meter Officers' Voting Trust from the Badger Meter Voting Trust at $21.9375 per share. On September 4, 1997, 856 shares of Common Stock were purchased by the Badger Meter Officers' Voting Trust from the Badger Meter Voting Trust at $41.75 per share. These were private purchases at market price for the benefit of various participants. On August 1, 1996, Rebecca L. Rush, a former Corporate Officer, withdrew 5,460 shares from the Officers' Voting Trust. On September 9, 1996, R. Robert Howard, a retired participant of the Badger Meter Officers' Voting Trust, withdrew 1,800 shares. Page 4 of 5 5 On September 23, 1997, Wayne J. Fleischmann, a non-reporting officer, withdrew 1,500 shares of Common Stock from the Officers' Voting Trust. On December 2, 1996, February 21, 1997 and September 10, 1997, the Badger Meter Officers' Voting Trust exchanged 1,700 shares, 24,000 shares and 400 shares of Common Stock for an equal number of shares of Class B Common Stock with the Badger Meter Voting Trust. In addition to the above transactions, 34,770 shares of Common Stock were deposited into the Officers' Voting Trust by several participants during the period as a result of exercising stock options. An additional 600 shares were deposited by a new participant. d) The Badger Meter Officers' Voting Trust holds 309,712 shares of Class B Common Stock and 46,212 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. 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 at September 30, 1997, 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, Ronald H. Dix, plus Messrs. Forbes and Wright. Messrs. Dix, Forbes and Wright disclaim beneficial ownership of shares other than those shares which have been personally deposited by or have been purchased by the respective co-trustees. 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. November 13, 1997 Ronald H. Dix - ------------------------------ -------------------------------- Date Signature Ronald H. Dix, 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-----