Edgar Filing: BADGER METER INC

REGISTRATION NO. 333-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BADGER METER, INC.
(Exact name of registrant as specified in its charter)

WISCONSIN 39-0143280
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

4545 WEST BROWN DEER ROAD
P.O. BOX 245036
MILWAUKEE, WISCONSIN 53224-9536
(414) 355-0400
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

RICHARD A. MEEUSEN With a copy to:
PRESIDENT AND CHIEF EXECUTIVE OFFICER
BADGER METER, INC. LUKE E. SIMS
4545 WEST BROWN DEER ROAD FOLEY & LARDNER
P.O. BOX 245036 777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53224-9536 MILWAUKEE, WISCONSIN 53202
TELEPHONE NUMBER: 414-355-0400 TELEPHONE NUMBER: 414-271-2400
(Name, address, including zip code, and telephone number
including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule
462(c) of the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /

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CALCULATION OF REGISTRATION FEE

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TITLE OF EACH AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT (1) PRICE (1) REGISTRATION FEE
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Common Stock, $1.00 par value ..... 70,000 shares $29.35 $2,054,500 $189.01
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Common Share Purchase Rights ...... 70,000 rights (2) (2) (2)
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(1) Estimated in accordance with Rule 457(c) under the Securities Act of 1933
solely for purposes of calculating the registration fee, based on the
average of the high and low prices of the common stock of Badger Meter,
Inc. on the American Stock Exchange on December 17, 2002, which
date was within five business days of the date of this filing.
(2) The value attributable to the Common Share Purchase Rights is reflected in
the market price of the Common Stock to which the rights are attached.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PROSPECTUS - SUBJECT TO COMPLETION, DATED DECEMBER 20, 2002

[LOGO]

BADGER METER, INC.

DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

70,000 SHARES OF COMMON STOCK ($1 PAR VALUE)

We offer to participants in our Dividend Reinvestment and Stock
Purchase Plan an opportunity to purchase our common stock, $1 par value. Each
share of common stock purchased under the plan will be accompanied by a common
share purchase right consistent with our Rights Agreement, as discussed more
fully on page 15. You may participate in the plan if you are (1) a holder of our
common stock or (2) a person who does not currently hold our common stock upon
an initial investment of $100 or more.

Our common stock is traded on the American Stock Exchange under the
symbol "BMI." The last reported sale price of our common stock on December 19,
2002 was $30.00.

As a participant in the plan, you may use your quarterly common stock
dividends to purchase additional common stock. As a participant, you may also
make optional cash investments of not less than $50 per payment subject to a
maximum of $20,000 per calendar year ($5,000 per calendar quarter), including
any initial investment, to purchase additional shares of our common stock and to
have the dividends on that stock reinvested under the plan.

The price of each share of our common stock purchased under the plan
will be 100% of market value, determined as provided in the plan. As a
participant, you do not pay brokerage fees or commissions when purchasing shares
under the plan with reinvested dividends. A fee of $2.50 will be assessed for
each optional cash payment plus $0.10 for each share purchased. We bear the cost
of administering the plan for dividend reinvestment.

To the extent required by applicable law in certain states, shares of
common stock offered under the plan are offered only through American Stock
Transfer & Trust Company or a registered broker-dealer in those states.

Set forth on pages 3 to 16 are the terms and conditions of the plan.
Any future amendments to the plan will be effective immediately upon mailing of
notice to participants.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS JANUARY ___, 2003.

The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where this offer or sale is not permitted.

TABLE OF CONTENTS

PAGE

SUMMARY ..........................................................................................................1
THE COMPANY.......................................................................................................2
FORWARD-LOOKING STATEMENTS........................................................................................2
THE PLAN .........................................................................................................3
PURPOSES, ADVANTAGES AND DISADVANTAGES OF PLAN, AND ELIGIBILITY..........................................3
ADMINISTRATION...........................................................................................5
PROCEDURE FOR JOINING - ENROLLMENT AND AUTHORIZATION FORMS...............................................5
SOURCE OF SHARES - PURCHASE PRICES - INVESTMENT PERIODS..................................................9
CERTIFICATES FOR SHARES - ACCOUNTS - REPORTS............................................................12
OTHER INFORMATION.......................................................................................14
STATE REGULATION.................................................................................................16
FEDERAL INCOME TAX CONSEQUENCES..................................................................................16
PLAN OF DISTRIBUTION.............................................................................................17
IMPORTANT CONSIDERATIONS.........................................................................................18
USE OF PROCEEDS..................................................................................................18
AVAILABLE INFORMATION............................................................................................19
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..................................................................19
LEGAL OPINION....................................................................................................20
EXPERTS..........................................................................................................20

Unless we otherwise indicate or the context otherwise requires,
references in this prospectus to "we," "us," "our" and "ours" refer collectively
to Badger Meter, Inc. and its subsidiaries.

This prospectus is a part of the registration statement that we filed
with the Securities and Exchange Commission. You should read this prospectus
together with the more detailed information regarding our company, our common
stock and our financial statements and notes to those statements that appear
elsewhere in this prospectus or that we incorporate in this prospectus by
reference.

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN, OR INCORPORATED
BY REFERENCE IN, THIS PROSPECTUS AND IN ANY ACCOMPANYING PROSPECTUS SUPPLEMENT.
WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM
THAT CONTAINED IN, OR INCORPORATED BY REFERENCE IN, THIS PROSPECTUS. THE COMMON
STOCK IS NOT BEING OFFERED IN ANY JURISDICTION WHERE THE OFFER IS NOT PERMITTED.
YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THE
PROSPECTUS OR PROSPECTUS SUPPLEMENT, AS APPLICABLE.

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SUMMARY

This prospectus describes our Dividend Reinvestment and Stock Purchase
Plan (the "Plan"). The Plan provides a simple and convenient method of
reinvesting cash dividends paid on shares of our common stock and making
optional cash investments in additional shares of our common stock. The Plan
also provides us with the ability to sell our authorized but unissued shares of
common stock to participants, which will improve liquidity by increasing the
shares outstanding. Please review this prospectus carefully and retain it for
future reference.

The price of each share of our common stock purchased under the Plan
will be 100% of market value, determined as provided in the Plan. You have no
control over the price, and, in the case of common stock purchased or sold in
the open market, the time at which such shares are purchased or sold for your
account. You bear the market risk associated with fluctuations in the price of
our common stock pending completion of a purchase or sale of shares for your
account.

We are not recommending that you buy or sell our common stock. You
should use the Plan only after you have independently researched your investment
decision.

If you have questions about the Plan, refer to the back cover of this
booklet for information on contacting American Stock Transfer & Trust Company
("AST"), the Plan administrator.

The following options are available to participants:

Dividend Reinvestment and Optional Cash Investments. AST will reinvest
dividends on all shares of stock registered in your name and on all shares which
are subsequently acquired. AST will also reinvest dividends on all shares held
in your Plan account, and you are eligible to, but are not required to, make
optional cash investments.

No Reinvestment. AST will pay to you in cash, dividends on shares
registered in your name and on shares held in your Plan account. You are
eligible to, but are not required to, make optional cash investments.

Optional Cash Investments. You may use this election in combination
with any of the investment options. Under this option, AST will use any optional
cash investments received from you to purchase additional shares of common stock
under the Plan.

Automatic Investment Option. You may use this election in combination
with any of the investment options. Under this option, you may authorize the
deduction of payments from your checking or savings account automatically once
each month, on the 10th day of the month, by electronic means for investment in
the Plan as optional cash investments.

Share Custodial Service. You may transfer certificates for shares of
our common stock registered in your name into your Plan account for safekeeping.

THE COMPANY

Badger Meter, Inc. is a leading marketer and manufacturer of products,
and a provider of services, using flow measurement and control technologies
serving markets worldwide. We were incorporated in 1905. Our principal executive
offices are located at 4545 West Brown Deer Road, Milwaukee, Wisconsin 53223,
and our telephone number is (414) 355-0400. We maintain an Internet website at
http://www.badgermeter.com. Our annual reports on Form 10-K, quarterly reports
on Form 10-Q and current reports on Form 8-K filed with the Securities and
Exchange Commission, along with our annual report to shareholders and other
information related to our company, are available free of charge on this site.

Our products are sold to water utilities and, to a lesser extent,
original equipment manufacturers and various industrial customers primarily
operating in the following markets: water, wastewater and process waters; energy
and petroleum; food and beverage; pharmaceutical; chemical; and concrete.

We have five major product lines: residential and commercial water
meters (with related technologies), automotive fluid meters, small precision
valves and industrial process meters. Water meters and related systems produce
the majority of our sales. A "water meter system" generally consists of a water
meter, a register (some with an interface technology for communicating the
reading), packaging and the monitoring or computerized management system used to
collect and relay the reading.

Our products are primarily manufactured and assembled in our Milwaukee,
Wisconsin, Tulsa, Oklahoma, Mattapoisett, Massachusetts, Rio Rico, Arizona and
Brno, Czech Republic facilities. Assembly is also done in our Nogales, Mexico,
Nancy, France and Stuttgart, Germany facilities.

Our products are sold throughout the world through various distribution
channels including direct sales representatives, distributors and independent
sales representatives. There is a moderate seasonal impact on sales, primarily
relating to slightly higher sales of certain utility products during the spring
and summer months. No single customer accounts for more than 10% of our sales.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this prospectus, as well as other
information provided from time to time by us or our employees, may contain
forward-looking statements that involve risks and uncertainties that could cause
actual results to differ materially from those in the forward-looking
statements. The words "anticipate," "believe," "estimate," "expect," "think,"
"should" and "objective" or similar expressions are intended to identify
forward-looking statements. The forward-looking statements are based on our
current views and assumptions and involve risks and uncertainties that include,
among other things:

- the success or failure of new product offerings;

- the actions and financial condition of competitors and
alliance partners;

- changes in competitive pricing and bids in the marketplace;

- changes in domestic conditions, including housing starts;

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- changes in foreign economic conditions, including currency
fluctuations;

- changes in laws and regulations; and

- changes in customer demand and fluctuations in the prices of
and availability of purchased raw materials and parts.

Some or all of these factors are beyond our control. Shareholders,
potential investors and other readers are urged to consider these factors
carefully in evaluating the forward-looking statements and are cautioned not to
place undue reliance on such forward-looking statements. The forward-looking
statements made herein are made only as of the date of this document and we
undertake no obligation to publicly update such forward-looking statements to
reflect subsequent events or circumstances.

THE PLAN

The following are the terms and conditions of the Plan set forth as a
series of questions and answers:

PURPOSES, ADVANTAGES AND DISADVANTAGES OF PLAN, AND ELIGIBILITY

1. WHAT ARE THE PURPOSES OF THE PLAN?

The Plan has two purposes. First, it provides our shareholders and
potential investors in our company with a convenient and economical method to
purchase our common stock and reinvest cash dividends. Second, the Plan provides
us with the ability to sell our authorized but unissued shares of common stock
(or treasury shares, if any) to participants, which will improve our liquidity
by increasing the number of shares outstanding and provide additional funds for
general corporate purposes.

2. WHAT ARE THE ADVANTAGES OF THE PLAN?

The advantages of the Plan include the following:

(a) You do not pay brokerage commissions, fees or service charges in
connection with purchases of shares under the Plan with reinvested dividends or
for participating in the Plan. There are nominal fees associated with optional
cash investments.

(b) AST, which is acting as custodian for shares acquired under the
Plan or any successor custodian, or a nominee for the custodian or the
participants under the Plan, holds the shares purchased under the Plan in its
name, and credits the shares purchased under the Plan to a separate account for
each participant. This relieves you, as a participant in the Plan, of the
responsibility for the safekeeping of multiple certificates for shares
purchased, and it protects you against loss, theft, or destruction of stock
certificates.

(c) AST will furnish to you a statement for your Plan account after
each transaction (that is, the purchase, sale, withdrawal, or transfer of
shares), to simplify your recordkeeping.

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(d) Full investment of funds is possible under the Plan because the
Plan permits fractions of shares, computed to three decimal places, as well as
full shares, to be credited to your account. You are credited with dividends on
both the full and fractional shares held under the Plan.

3. ARE THERE DISADVANTAGES TO INVESTING UNDER THE PLAN?

Disadvantages of the Plan include the following:

(a) You have no control over the price, and, in the case of common
stock purchased or sold in the open market, the time at which such shares are
purchased or sold for your account. You bear the market risk associated with
fluctuations in the price of our common stock pending completion of a purchase
or sale of shares for your account.

(b) No interest will be paid on funds held for you pending investment
under the Plan.

(c) There is only one investment period each month. Optional and
initial cash investments must be received by AST on or before the 13th day of
the month to be invested during the investment period in that month. The
investment period generally commences on or about the 15th day of the month.
Purchases may be made over a period of several days in the case of open market
purchases. Monies received after the cutoff date will be held until the next
investment period (any funds not invested within 35 calendar days will be
returned to you).

4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?

You are eligible to participate in the Plan, provided that:

(a) you meet the requirements for participation described under
Question 6 below; and

(b) in the case of citizens or residents of a country other than the
United States, its territories and possessions, participation would not violate
local laws applicable to Badger Meter, Inc., the Plan or such person.

If you own shares which are registered in someone else's name (such as
in the name of a broker, nominee or trustee) and desire to participate in the
Plan, you can join by either:

(a) transferring those shares of common stock that you wish to be part
of the Plan into your name, or

(b) requesting the broker, nominee or trustee to participate in the
Plan on your behalf.

Your ability to make optional cash investments under the Plan through a
broker, nominee or trustee, however, may be limited depending upon the amount of
optional cash investments made by the record holder for its own account or the
account of other investors. Optional cash investments are limited to $20,000 per
calendar year ($5,000 per calendar quarter), including any initial investment,
for each person or entity directly participating in the Plan.

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ADMINISTRATION

5. WHO ADMINISTERS THE PLAN?

American Stock Transfer & Trust Company has been appointed by us as our
agent to administer the Plan, maintain records, send statements of account to
participants and perform other duties relating to the Plan, subject to our
direction. AST will hold for safekeeping the shares of common stock acquired
under the Plan for each participant until termination of participation in the
Plan or receipt of a request in writing from a participant for all or part of
his or her Plan shares. Shares held by AST will be registered in the name of
American Stock Transfer & Trust Company or one of its nominees, as agent for
participants in the Plan. Acting through our Board of Directors we may, at any
time and in our sole discretion, appoint a successor administrator of the Plan
upon 30 calendar days' written notice to AST.

All inquiries and other communications relating to the Plan should be
directed to the following address:

American Stock Transfer & Trust Company
Dividend Reinvestment Department
P. O. Box 92, Wall Street Station
New York, NY 10269-0560

If you would rather call, you may reach AST by dialing 1-877-248-6415.

You can also contact AST via e-mail at info@amstock.com.

You can order or download a Plan prospectus and enrollment forms using
the Internet at http://www.investpower.com.

An independent securities broker-dealer registered under the Securities
Exchange Act of 1934 will purchase and sell shares of common stock as the agent
for the participants in the Plan. AST will pay or deliver dividends and optional
cash investments which are to be invested under the Plan to an escrowed account
maintained with a bank or as directed by the independent broker-dealer, promptly
following receipt. The independent broker-dealer will apply those funds to the
purchase of common stock at the next investment period.

We will not provide investment advice with respect to participation in
the Plan.

PROCEDURE FOR JOINING - ENROLLMENT AND AUTHORIZATION FORMS

6. HOW AND WHEN MAY I ENROLL IN THE PLAN?

With limited exceptions described below, you may enroll in the Plan by
completing and signing an Enrollment Form. You can obtain Enrollment Forms by
writing, by telephone, by e-mail, or by ordering a Plan prospectus on the
Internet. You can also download an Enrollment Form from the Internet at
http://www.investpower.com.

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If you are an existing shareholder, then you will become a participant
by completing an Enrollment Form and returning it to us.

If you are not an existing shareholder, then you will become a
participant after we have received and accepted a properly completed Enrollment
Form, together with an initial investment of not less than $100.

We reserve the right to prohibit participation in the Plan by
non-shareholders who reside in a state where participation in the plan by
non-shareholders who reside in the state would require us to take special action
under the securities or "blue sky" laws of the state and we have not yet taken
the required action. We also reserve the right to prohibit participation in the
Plan by any investor, whether or not a holder of record of shares of common
stock, who is a citizen or resident of a country other than the United States,
if his or her participation would violate local laws and regulations applicable
to us or the prospective participant. In any such case, the administrator will
return any Enrollment Form and initial investment tendered by such person.

We will process Enrollment Forms as promptly as practicable.
Participation in the plan will begin after the administrator has reviewed and
accepted a properly completed form.

If you authorize the reinvestment of dividends, your dividends will be
reinvested beginning with the first dividend payment date (generally, March 15,
June 15, September 15 and December 15) after the next record date for common
stock following receipt of your properly completed Enrollment Form. Common stock
record dates are normally the last business day of February, May, August, and
November.

The independent broker-dealer will invest under the Plan an optional
cash investment received on or before the 13th day of any month with or after
receipt of an Enrollment Form during the investment period for that month, which
generally commences about the 15th day of the month and continues until the
independent broker-dealer is able to complete all purchases of common stock
required to be made under the Plan for that investment period. An optional cash
investment received after the 13th day of any month will be invested during the
investment period for the next month (any funds not invested within 35 calendar
days will be returned to you).

7. WHAT DOES THE ENROLLMENT FORM PROVIDE?

The Enrollment Form authorizes AST to:

(a) enroll you in the Plan,

(b) apply the initial investment and subsequent dividends or optional
cash investments, if any, to the reinvestment provisions of the Plan, and

The Enrollment Form also authorizes the independent broker-dealer to
purchase shares of common stock for you pursuant to the Plan. As you complete
the Enrollment Form, you must indicate how you wish to participate in the Plan.
The following options are available:

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As described above, you may make optional cash investments regardless
of which investment option box is checked on the Enrollment Form.

If you wish to change your chosen method of participation in the Plan,
you must file a new Enrollment Form.

The amount of dividends reinvested will be reduced by any amount which
is required to be withheld under any applicable tax or other statute.

8. HOW DO I BECOME A PARTICIPANT UNDER THE PLAN IF I AM NOT ALREADY A
SHAREHOLDER?

If you are not a record holder of our common stock, then you must meet
the requirements for participation described under Question 6 above and you must
include a minimum initial investment of at least $100 in United States dollars
with your completed Enrollment Form. You may make the initial investment by
personal check or money order payable to Badger Meter, Inc. Dividend
Reinvestment and Stock Purchase Plan. Do not send cash.

An initial investment may not exceed $5,000 (the calendar year
limitation of $20,000 for optional cash investments includes the initial
investment). No interest will be paid on funds held under the Plan pending
investment. Accordingly, you should transmit funds so that they reach us on or
before the 13th day of a month.

You may stop the investment of an initial payment (and receive a refund
of that amount) by notifying AST in writing, provided that AST receives the
written communication not later than the 13th day of the month in which the
initial investment is to be made. No refund of a check or money order will be
made until the funds have been collected.

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9. HOW DO I MAKE OPTIONAL CASH INVESTMENTS?

All Participants

Investment by Check. After you have joined the Plan, you may make an
optional cash payment, which must be in United States dollars, by mailing or
delivering to AST a check, or money order payable to Badger Meter, Inc. Dividend
Reinvestment and Stock Purchase Plan. A remittance form should accompany each
payment; however, you may forward the first optional cash payment without a
remittance form. Interest will not be paid on optional cash investments.
Therefore, we recommend that you make optional cash investments in time to reach
AST on or before the 13th day of any month.

Automatic Investment Option. As an alternative to sending checks and
money orders for optional cash investments, you may elect to have funds
automatically withdrawn every month from your checking or savings account at a
qualified financial institution. You may elect the automatic cash withdrawal
option by providing the requested information on the Authorization Form,
providing the necessary bank account and monthly withdrawal amount information,
and submitting it, together with a voided blank check or checking or savings
account deposit slip, to AST. You may change the amount of money authorized for
withdrawal or terminate an automatic monthly withdrawal of funds by either
completing and submitting to AST either a new Authorization Form or a written
letter. To be effective, AST must receive the new Authorization Form or letter
not less than 30 calendar days before the effective date of the withdrawal.

Minimum and Maximum Amounts for Optional Cash Investments. Optional
cash investments may differ in amount, and you are not obligated to make
optional cash investments on a regular basis. An optional cash investment must
be at least $50. Your optional cash investments, including the initial
investment, may not exceed $20,000 in any calendar year ($5,000 in any calendar
quarter). We will return to you payments of less than $50, and all amounts in
excess of the calendar year limitation of $20,000 or the calendar quarter
limitation of $5,000, if not invested within 35 calendar days.

Payments with Insufficient Funds. A $25 service charge will be imposed
for any check or other deposit for an optional cash investment returned unpaid.
If the deposit is returned, the investment will be considered "void" and AST
will sell any shares credited to your account in anticipation of receiving the
payment to cover the transaction and the service charge. The number of shares of
common stock sold may exceed the number of shares purchased with the returned
deposit due to fluctuations in the market price and to the service charge.

You may stop the investment of your optional cash payment (and receive
a refund of that amount) without withdrawing from the Plan by notifying AST in
writing, provided that the written communication is received by AST no later
than the 13th day of any month. AST will not refund an optional cash payment
until the funds have actually been collected.

Directors and Section 16 Officers

Optional and initial cash investments by directors of the company and
by officers of the company subject to Section 16 of the Securities Exchange Act
of 1934 must be pre-approved by our Board of Directors or by a committee of the
Board that is composed solely of two or more

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"Non-Employee Directors" within the meaning of Rule 16b-3. "Rule 16b-3" means
Rule 16b-3 of the General Rules and Regulations under the Securities Exchange
Act of 1934 as promulgated by the Securities and Exchange Commission or its
successors, as amended and in effect from time to time.

SOURCE OF SHARES - PURCHASE PRICES - INVESTMENT PERIODS

10. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?

Shares of common stock purchased under the Plan will be either treasury
shares or newly issued shares or, at our option, can be shares that the
independent broker-dealer selected by AST purchases in the open market. The
primary consideration in determining the source of shares of common stock for
purchases under the Plan will be our desire to increase shares outstanding. We
determine the source or sources of shares used to fulfill Plan requirements and,
subject to certain regulatory restrictions on the frequency with which we may
change our determination, we may change our determination from time to time
without notice to you.

11. HOW DO YOU DETERMINE MY PURCHASE PRICE?

Under the Plan, the price for shares to be issued (or treasury shares)
will be the average of the high and low prices of our common stock as reported
in American Stock Exchange composite transactions on the first day of the
investment period (generally, the 15th day of the month) in which trading of our
shares occurs (or if our common stock does not trade on the American Stock
Exchange on that date, on the next day on which trading occurs).

The price for shares purchased on the open market during an investment
period will be the weighted average price of all shares purchased by the
independent broker-dealer during that investment period. We will pay all
brokerage commissions and other fees in connection with the purchase of shares
for the Plan with reinvested dividends. There will be a $2.50 per transaction
fee, plus a brokerage commission of $0.10 per share, associated with shares
purchased using initial or optional cash investments.

Under the Plan, you do not have the ability to order the purchase of a
specific number of shares, purchase shares at a specified price or on a
particular date, as could be done with respect to purchases through a broker.

12. WHEN WILL YOU INVEST MY FUNDS UNDER THE PLAN?

Optional Cash Investments. AST will make purchases for optional cash
investments once each month. AST will invest funds received on or before the
13th day of the month during the investment period in that month, which
generally commences on or about the 15th day of the month. Funds received after
the 13th day of a month will be invested during the investment period for the
next month.

Automatic Investment Option. If you participate in the automatic
investment option, your bank will deduct your investment from your bank account
and transfer it to AST on the 10th day of the month, or, if the tenth day falls
on a weekend or bank holiday, the first business day

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thereafter, and it will be invested in the investment period for that month
(which normally commences on or about the 15th day of the month).

Dividend Reinvestments. Dividends reinvested under the Plan will be
invested on the dividend payment dates (generally March 15, June 15, September
15, and December 15) or the first business day following a dividend payment
date.

The independent broker-dealer may begin making open market purchases
prior to the applicable investment period and, at its discretion, may purchase
the shares over a period of several days in order to minimize price
fluctuations.

The independent broker-dealer will use its best efforts to apply all
initial and optional cash investments to the purchase of common stock within 35
calendar days of receipt of the funds by us and will use its best efforts to
invest all dividends for the purchases within 30 calendar days of the dividend
payment date, subject to any applicable requirements of federal securities laws
relating to the timing and manner of purchases of common stock under the Plan.
Any dividends not used within 30 calendar days of their payment to buy shares of
common stock will be returned to you. AST will also return to you any other
funds not used to buy such shares within 35 calendar days of receipt.

13. HOW MANY SHARES WILL YOU PURCHASE FOR ME DURING EACH INVESTMENT PERIOD?

The number of shares, including fractional shares (computed to three
decimal places), purchased will depend on the amount of dividends and the amount
of optional cash investments, if any, being invested during the investment
period and on the price of the shares determined as provided in the answer to
Question 11. You cannot direct the purchase of a specific number of shares for
your Plan account.

14. DO I INCUR ANY FEES OR EXPENSES?

There are no brokerage commissions, fees or service charges for the
purchase of shares under the Plan with reinvested dividends or for participating
in the Plan. You will incur a $15.00 transaction fee plus a $0.10 per share
brokerage commission if you request AST to sell your shares through the Plan.
(See the answers to Questions 16 and 17.) There will be a $2.50 per transaction
fee, plus a brokerage commission of $0.10 per share, associated with shares
purchased using initial or optional cash investments.

15. MAY I GIFT/TRANSFER SHARES HELD IN THE PLAN?

You may transfer the ownership of some or all of your Plan shares,
including shares held in safekeeping, by mailing to the administrator a properly
executed stock assignment form, which you may obtain from the administrator or a
financial institution, with a Medallion Signature Guarantee for all owners and a
letter of instruction. A Medallion Signature Guarantee is a signature guarantee
by an institution such as a commercial bank, trust company, securities
broker/dealer, credit union or a savings institution participating in a
Medallion Program approved by the Securities Transfer Association, Inc. You may
transfer shares to new or existing shareholders.

-10-

Unless otherwise instructed, the administrator will retain the shares
and enroll the transferee in dividend reinvestment, provided the transferee is
eligible to participate. The new participant will receive a statement showing
the number of shares transferred and now held in his or her plan account, which
will be considered the transaction confirmation.

16. MAY I WITHDRAW OR SELL SHARES HELD IN MY PLAN ACCOUNT WITHOUT
TERMINATING MY PARTICIPATION IN THE PLAN?

You may at any time direct AST to issue certificates or sell any number
of shares held in your Plan account by furnishing a request to AST as follows:

To Receive Certificates for Shares:

Your written request must indicate the number of shares to be
certificated from your Plan account. All registered owners must sign the
request.

AST will register the certificates for shares withdrawn from the Plan
in your name exactly as shown on the account registration. Guarantees of
signatures are not required. Upon request, certificates can be registered in
another manner. In that case, registered owners must sign the request and obtain
a Medallion Signature Guarantee for all registered owners.

Certificates for shares withdrawn from the Plan will be issued to you
without charge. Certificates for fractions of shares will not be issued under
any circumstances.

If you participate in the Plan under the dividend reinvestment option,
AST will continue to reinvest dividends on any shares you withdraw from the Plan
in certificated form. If you participate in the Plan under the no reinvestment
option, AST will pay dividends on the shares you withdraw from the Plan in
certificated form by check.

To Sell Shares:

Your written request must indicate the number of shares to be sold from
your Plan account and must bear the signature of all registered owners.

AST will accumulate sale requests from participants and, approximately
every five business days, will submit a sale request to the independent
broker-dealer on behalf of those participants. The proceeds of the sale will be
remitted to you, less brokerage commissions. Brokerage commissions will be
allocated to you based on the rate negotiated with the independent
broker-dealer.

Any shares you request to be sold may, at the option of the independent
broker-dealer, be purchased on behalf of the Plan with any available funds being
invested under the Plan. If purchased with Plan funds, the purchase price will
be the average of the high and low prices of our common stock as reported in
American Stock Exchange composite transactions on the date the request for such
sale is received (or, if our common stock is not traded on the American Stock
Exchange on that date, on the next day on which it is traded). The sale proceeds
will be paid to you. A $15.00 fee for each sale plus a $0.10 brokerage
commission for each share sold will be deducted from the proceeds. Be aware that
the price of our common stock may rise or

-11-

fall during the period between requesting a sale and the actual sale. You will
bear the risk associated with any change in price.

17. HOW AND WHEN MAY I TERMINATE PARTICIPATION IN THE PLAN?

You may terminate participation in the Plan at any time by notifying
AST. Your notification should include instructions as to whether the shares
should be withdrawn from the Plan and issued to you in certificated form or sold
through the Plan. Whole shares will be withdrawn in certificated form or sold as
described in the answer to Question 16, under "To Sell Shares." When your
account is terminated, a cash payment for any fractional shares (computed to
three decimal places) remaining in the account will be made to you. Fractional
shares will not be issued in certificated form, but will be grouped with other
fractional shares and sold using the procedure for sale of whole shares
described in the answer to Question 16, under "To Sell Shares."

If AST receives your request to terminate Plan participation at least
two business days before the dividend payment date in a month when dividends
would be paid (generally, March 15, June 15, September 15 or December 15), then
any dividend that would otherwise have been invested during the investment
period for that month will be paid to you. If your request to terminate Plan
participation is received less than two business days before the dividend
payment date in a month when dividends would be paid (generally, March 15, June
15, September 15 or December 15), then any dividend scheduled to be invested
will be invested and then your enrollment in the Plan will be terminated. All
future dividends on shares registered in your name will be paid directly to you.

AST may terminate your participation in the Plan after mailing a Notice
of Intention to Terminate to you at the address which appears on our records.

18. WHEN MAY I REJOIN THE PLAN?

Generally, you may again become a participant at any time subject to
the eligibility requirements (see answer to Question 4). However, we reserve the
right to reject any Enrollment Form from a previous participant on the grounds
of excessive joining and terminating. Such reservation is intended to minimize
administrative expenses and to encourage use of the Plan as a long-term
investment service.

CERTIFICATES FOR SHARES - ACCOUNTS - REPORTS

19. WILL I RECEIVE CERTIFICATES FOR SHARES PURCHASED?

Certificates for shares purchased under the Plan will not be
automatically delivered to you. The shares purchased for you will be credited to
your Plan account and will show on your statement of account. However, if you
wish to obtain certificates for any number of whole shares credited to your
account without withdrawing from the Plan, you may do so in the manner described
in the answer to Question 16, under "To Receive Certificates for Shares."

-12-

20. IN WHOSE NAME WILL YOU MAINTAIN ACCOUNTS AND IN WHOSE NAME WILL YOU
REGISTER CERTIFICATES WHEN ISSUED?

AST will maintain your Plan account in the name or names which appear
on our shareholder records.

AST will register certificates for shares when issued to you, in the
name or names in which your account is maintained. Certificates will be issued
in such other name(s) as you may request as described in the answer to Question
16, under "To Receive Certificates for Shares."

21. MAY I TRANSFER CERTIFICATES FOR SHARES OF MY COMMON STOCK REGISTERED IN
MY NAME INTO A PLAN ACCOUNT FOR SAFEKEEPING?

To provide for safekeeping, you may transfer certificates for shares of
our common stock registered in your name into your Plan account. You should
forward the certificates for those shares via registered and insured mail, to
protect against loss in transit. You must include a check for $7.50 payable to
American Stock Transfer & Trust Company each time you send shares for deposit.
Mail certificates and any applicable payment to: Dividend Reinvestment
Department, American Stock Transfer & Trust Company, P. O. Box 922, Wall Street
Station, New York, NY 10269-0560, with a letter instructing AST to transfer the
shares to your Plan account. You should not endorse the certificates or complete
the assignment section.

The fee of $7.50 for this service will be waived if you have elected to
deposit your shares and sell them at the same time through the Plan (the fees
for selling shares will apply). If you are not already participating in the
Plan, then complete and sign an Enrollment Application to accompany the
certificates for safekeeping in the Plan.

Shares of our common stock deposited for safekeeping will be
transferred to AST as custodian for you and credited to your Plan account.
Thereafter, AST will treat such shares of common stock in the same manner as
shares of common stock purchased under the Plan and credited to your accounts.
AST will pay to you, or reinvest in shares of common stock in accordance with
the reinvestment election designated on your Enrollment Form, dividends paid on
shares of common stock credited to your account that you deposited into the Plan
for safekeeping.

22. WHAT REPORTS AND OTHER INFORMATION WILL YOU SEND TO ME?

You will receive a Plan statement of account following each optional
cash investment transaction, with respect to shares for your Plan account. You
will also receive a Plan statement following each dividend reinvestment
transaction. The Plan statements will show a year-to-date summary of (separately
for shares purchased for your account with reinvested dividends and with
optional cash investments):

- the number of shares purchased during the calendar year,

- the number of shares purchased during each investment period,
and

- the purchase price of the shares purchased.

-13-

The statements provide a continuous record of transactions and you
should retain them for income tax purposes (see "Federal Income Tax
Consequences"). You will also receive copies of any amendments to the prospectus
relating to the Plan and will receive the same communications as any other
shareholder, including annual reports, notices of annual meetings, and proxy
statements.

OTHER INFORMATION

23. WHAT HAPPENS IF WE ISSUE A STOCK DIVIDEND, DECLARE A STOCK SPLIT, OR
HAVE A RIGHTS OFFERING?

AST will credit to your account any shares distributed as a stock
dividend on shares (including fractional shares) credited to your account under
the Plan, or upon any split of such shares. AST will mail directly to you stock
dividends or splits distributed on all other shares held by you and registered
in your own name. In a rights offering, AST will base entitlement upon your
total holdings, including those holdings credited to your account under the
Plan. AST will or the independent broker-dealer will sell common share purchase
rights applicable to shares credited to your account under the Plan, credit the
proceeds to your account under the Plan, and apply the proceeds to the purchase
of shares during the next investment period.

If you wish to exercise, transfer, or sell the common share purchase
rights applicable to the shares credited to your account under the Plan, you
must request, prior to the record date for the issuance of any such rights, that
the whole shares credited to your account be transferred from the account and
registered in your name.

24. HOW WILL MY SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS?

AST will vote plan shares in accordance with the proxy which we will
furnish to you. You can vote your shares as described in the accompanying proxy
statement. If you do not vote your proxy, AST will not vote the shares.

25. WHAT IS OUR RESPONSIBILITY UNDER THE PLAN?

Neither we, nor AST, nor any agent or affiliate of either of us will
have any responsibility beyond the exercise of ordinary care for any action
taken or omitted pursuant to the Plan, nor will we have any duties,
responsibilities or liabilities, except as expressly set forth in this
prospectus. In administering the Plan, neither we, nor AST, nor any agent or
affiliate of either of us will be liable for any act done in good faith, or for
any omission to act in good faith, including without limitation, any claim of
liability with respect to the prices at which shares are purchased or sold for
your account, the times when the purchases or sales are made or any inability to
purchase or sell shares, for any fluctuation in the market value after purchase
or sale of shares, or arising out of failure to terminate your account upon your
death prior to the receipt of notice in writing of such death. However, this
provision does not extend to liability resulting from violation of the federal
securities laws.

You should recognize that neither we, nor AST, nor the independent
broker-dealer can assure you of a profit or protect you against a loss on shares
purchased under the Plan.

-14-

26. WHO INTERPRETS AND REGULATES THE PLAN?

We have the sole right to interpret and regulate the Plan.

27. CAN YOU SUSPEND, MODIFY, OR TERMINATE THE PLAN?

We have the right to suspend, modify, or terminate the Plan at any
time. Notice of any suspension, modification, or termination of the Plan will be
given to participants. In the event of termination of the Plan, certificates for
whole shares credited to your account under the Plan will be delivered to you. A
cash payment will be made for any fractional share based on the average of the
high and low prices of our common stock reported in American Stock Exchange
composite transactions on the next day on which the common stock trades on the
Exchange following the date of termination of the Plan.

28. WHAT ARE THE COMMON SHARE PURCHASE RIGHTS?

Each share of common stock is accompanied by a common share purchase
right in accordance with the Rights Agreement, dated as of May 26, 1998, as
amended on August 16, 2002 (the "Rights Agreement"), between us and AST. The
common share purchase rights have certain anti-takeover effects and may
discourage or make more difficult the acquisition of our company on a
non-negotiated basis, such as by an unsolicited tender offer. In this prospectus
unless the context otherwise requires all references to our common stock include
the accompanying common share purchase rights.

On May 15, 1998, our Board of Directors declared a dividend of one
common share purchase right for each share of our common stock outstanding on
June 1, 1998. In addition, we have issued and will continue to issue one common
share purchase right for each share of common stock which becomes or which has
become outstanding between June 1, 1998 and such time as the common share
purchase rights become exercisable or cease to be attached to the shares of our
common stock. The common share purchase rights are not presently exercisable,
but 10 days after a public announcement that a person or group has acquired 20%
or more of our common stock or 10 business days (subject to extension) after a
person or group announces a tender offer or exchange offer the completion of
which would result in the ownership by such person or group of at least 20% of
our common stock, the common share purchase rights will become exercisable. When
exercisable, the common share purchase rights will entitle each holder of a
right to purchase one share of authorized but unissued common stock for each
right, subject to adjustment. The exercise price of each common share purchase
right is $140.00, subject to adjustment as provided in the Rights Agreement.
Upon the occurrence of certain events, including the acquisition by any person
or group of 20% or more of our common stock, each common share purchase right,
other than rights held by an acquiring party, will entitle the holder to
purchase, at the exercise price, common stock having a market value of two times
the then-current exercise price. The Rights Agreement excludes from its effects
the inadvertent acquisition of 20% or more of our common stock, so long as the
holder promptly divests to less than 20%. The common share purchase rights may
be redeemed or exchanged as provided and subject to the limitations set forth in
the Rights Agreement; otherwise, the rights will expire on May 26, 2008.

-15-

29. DO I HAVE A RIGHT TO DRAW AGAINST MY ACCOUNT:

You will not have a right to draw checks or drafts against your Plan
account or give instructions to the administrator with respect to any shares or
cash held therein, except as expressly provided in this prospectus.

30. WHAT LAW GOVERNS THE PLAN?

The plan will be governed by the internal laws of the State of
Wisconsin.

STATE REGULATION

The terms and conditions of the Plan are governed by the laws of the
State of Wisconsin. Section 180.1150 of the Wisconsin Business Corporation Law
provides that the voting power of shares of a "resident domestic company," such
as Badger Meter, Inc., which are held by certain persons in excess of 20% of the
voting power of any such corporation will be limited to 10% of the full voting
power of such excess shares. This statutory voting restriction is not applicable
to shares acquired directly from Badger Meter, Inc., shares acquired prior to
April 22, 1986, and under certain other circumstances.

Section 180.1141 of the Wisconsin Business Corporation Law provides
that a "resident domestic corporation," such as Badger Meter, Inc., may not
engage in a "business combination" with an "interested stockholder" (a person
beneficially owning 10% or more of the voting power of the outstanding common
stock) for three years after the date (the "stock acquisition date") the
interested stockholder acquired his 10% or greater interest, unless the business
combination (or the acquisition of the 10% or greater interest) was approved
before the stock acquisition date by the corporation's board of directors. After
the three-year period, a business combination that was not so approved can be
consummated only if it is approved by the majority of the outstanding voting
shares not held by the interested stockholder or is made at a specified formula
price intended to provide a fair price for the shares held by non-interested
stockholders.

Participants with significant holdings of Badger Meter's stock are
advised to consult their attorney to determine the applicability and effect of
such provisions.

FEDERAL INCOME TAX CONSEQUENCES

THIS IS A SUMMARY OF THE TAX CONSEQUENCES RELATED TO THE PLAN. THIS
DISCUSSION IS NOT INTENDED TO BE AN EXHAUSTIVE TREATMENT OF SUCH TAX
CONSEQUENCES. FUTURE LEGISLATIVE CHANGES OR CHANGES IN ADMINISTRATIVE OR
JUDICIAL INTERPRETATION, SOME OR ALL OF WHICH MAY BE RETROACTIVE, COULD
SIGNIFICANTLY ALTER THE TAX TREATMENT DISCUSSED BELOW. ACCORDINGLY, AND BECAUSE
TAX CONSEQUENCES MAY DIFFER AMONG PARTICIPANTS IN THE PLAN (PARTICULARLY FOR
THOSE WHO ARE NOT INDIVIDUALS), EACH PARTICIPANT SHOULD DISCUSS SPECIFIC TAX
QUESTIONS REGARDING PARTICIPATION IN THE PLAN WITH HIS OR HER OWN TAX ADVISOR.

In general, you will be treated for federal income tax purposes as
having received a taxable dividend on your dividends in shares of our common
stock. If you choose to reinvest your dividends in shares of our common stock,
your cash dividend reinvested will remain taxable. Your share of brokerage fees
paid by us, if any, will be additional taxable income to you.

-16-

Shares of our common stock purchased with reinvested dividends will
have a tax basis equal to the amount of dividends reinvested, increased by any
brokerage fees reported as taxable income to the participant. The holding period
for these shares begins on the day following the "transaction date." The
transaction date is the date all purchases are completed with respect to a
particular investment period.

Shares purchased with optional cash investments have a tax basis equal
to the amount of those payments, increased by the amount of brokerage fees, if
any, reported as taxable income to the participant with respect to those shares.
The holding period for the shares begins on the day following the transaction
date.

In contrast to the tax treatment described above with respect to your
share of brokerage fees, you should not be treated as receiving an additional
taxable dividend based upon your pro rata share of the costs of administering
the Plan, which are paid by Badger Meter. However, there are no assurances that
the Internal Revenue Service ("IRS") agrees with this position. We have no
present plans to seek formal advice from the IRS on this issue.

No additional taxable income will be reported to you based upon the
costs of administering the Plan.

You will not recognize any additional taxable income when you withdraw
whole shares from your accounts. You will recognize a gain or loss when you sell
or exchange whole shares acquired under the Plan either through the Plan at your
request or after withdrawal. You will also recognize a gain or loss when you
receive cash payments for fractional shares credited to your accounts upon
withdrawal from or termination of the Plan. The amount of a gain or loss is the
difference between the amount which you receive for your fractional shares and
your tax basis. Such a gain or loss will generally be a capital gain or loss.
The gain or loss will be treated as any other capital gain/loss to you.

If you are a foreign shareholder whose dividends are subject to United
States income tax withholding or a domestic shareholder subject to backup tax
withholding, we will deduct the tax required to be withheld from the amount of
any cash dividend otherwise to be applied to the purchase of shares for your
account under the Plan, and will apply the balance of the dividend to the
purchase of shares. Since the withholding tax applies also to a dividend on
shares credited to the Plan account, we will apply only the net dividend on
shares to the purchase of additional stock. Regular statements sent to you will
indicate the amount of tax withheld. Likewise, if you sell shares or terminate
from the Plan and are subject to backup or other withholding, you will receive
only the net proceeds from the sale or termination as required by the Internal
Revenue Code and Treasury regulations. AST cannot refund withholding amounts.

PLAN OF DISTRIBUTION

Our common stock is being offered pursuant to the Plan with this
prospectus. The terms of the Plan provide for the purchase of shares of our
common stock, either treasury shares or newly issued shares, directly from us,
or, at our option, by an independent broker-dealer on the open market. As of the
date of this prospectus, we are issuing treasury shares of our common stock for
purchase under the Plan. Subject to certain regulatory restrictions on the
frequency

-17-

with which we may change our determination, we may change our determination
regarding the source of purchases of shares under the Plan from time to time
without notice to you. The primary consideration in determining the source of
shares of common stock to be used for purchases under the Plan is to improve our
liquidity by increasing the number of shares outstanding. If we do not desire to
increase the number of shares outstanding or need to raise equity funds
externally, we will have an independent broker-dealer purchase shares of our
common stock under the Plan in the open market, subject to the limitation on
changing the source of shares of common stock.

We will pay all brokerage commissions, fees and service charges
associated with the Plan for reinvested dividends.

You will pay brokerage commissions and related service charges for
shares of our common stock purchased using initial or optional cash investments.
There will be a $0.10 brokerage commission for each share purchased and a $2.50
related service charge for shares of our common stock purchased with additional
cash investments. Participants will pay a $0.10 per share brokerage commission,
a $15.00 service charge, and any applicable taxes incurred on all sales of
shares of our common stock made in the open market.

IMPORTANT CONSIDERATIONS

We created the Plan to provide a useful service for our shareholders.
We are not recommending that you buy or sell our common stock. You should use
the Plan only after you have independently researched your investment decision.

The value of our common stock may go up or down from time to time.
Neither the Securities Investor Protection Corporation, the Federal Deposit
Insurance Corporation, nor anyone else insures Plan accounts.

The Plan does not have any effect on our dividend policy, which is
subject to the discretion of our board of directors. We make no representation
as to the declaration of future dividends or the rate at which dividends may be
paid, because they necessarily depend upon our future earnings, financial
requirements, and other factors.

USE OF PROCEEDS

Since purchases of common stock under the Plan may be
purchases of (1) shares of common stock held in treasury, (2) newly issued
shares of common stock, or (3) shares of common stock purchased in the open
market, we do not know the number of shares of authorized but unissued shares of
common stock, if any, that we will ultimately sell under the Plan or the price
at which we will sell the shares. Any net proceeds that we receive from the sale
of shares under the Plan will be added to our general funds and used for general
corporate purposes. We will not receive any proceeds from the sale of shares
under the Plan that are acquired on the open market or in privately negotiated
transactions.

-18-

AVAILABLE INFORMATION

We are subject to the informational requirements of the Securities
Exchange Act of 1934 and file reports and other information with the Securities
and Exchange Commission. Information, as of particular dates, concerning our
directors and officers, their remuneration, their security holdings, the
principal holders of our securities and any material interest of such persons in
transactions with us, is disclosed in proxy statements distributed to our
shareholders and filed with the Securities and Exchange Commission. You can
inspect and copy such reports, proxy statements, and other information at the
Public Reference Section of the Securities and Exchange Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and you can obtain copies of such material
from the Public Reference Section of the Securities and Exchange Commission at
Washington, D.C. 20549 at prescribed rates or on the Internet at
http://www.sec.gov. You can call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference rooms. In addition, you can
inspect these reports, proxy statements and other information concerning us at
the offices of the American Stock Exchange LLC, 86 Trinity Place, New York, NY
10006.

We have filed with the Securities and Exchange Commission a
registration statement on Form S-3 (which together with all amendments and
exhibits we refer to as the "Registration Statement") under the Securities Act
of 1933, as amended. This prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which we omit in
accordance with the rules and regulations of the Securities and Exchange
Commission. For further information, see the Registration Statement.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We have filed the following documents with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 (File No. 1-6706)
which we incorporate by reference into this prospectus and consider a part of
this prospectus:

(a) Our Annual Report on Form 10-K for the year ended December 31,
2001, as amended by our Form 10-K/A filed March 14, 2002;

(b) Our Quarterly Reports on Forms 10-Q for the quarterly periods ended
March 31, 2002, June 30, 2002 and September 30, 2002; and

(c) The description of our common stock, par value $1.00 per share,
included in our Registration Statement No. 0-2596 on Form 8-A, dated July 26,
1971, as amended by Form 8, dated January 8, 1987, and any amendments or reports
filed for the purpose of updating such description.

(d) The description of our common share purchase rights included in our
Registration Statement on Form 8-A, dated May 26, 1998, and any amendments or
reports filed for the purpose of updating such description.

All documents which we have filed pursuant to Section 13(a), 13(c), 14,
or 15(d) of the Securities Exchange Act of 1934 after the date of this
prospectus and prior to the termination of this offering we incorporate by
reference in this prospectus as of the date of filing such

-19-

documents. Any statement contained in a document incorporated directly or
incorporated by reference shall be modified or superseded for purposes of this
prospectus to the extent that a statement contained in this prospectus or in any
other subsequently filed document, which also is incorporated directly or is
incorporated by reference, modifies or supersedes such statement. Any such
statement that is modified or superseded shall be considered a part of this
prospectus only in its modified or suspended form.

We will provide to you, upon request and without charge, a copy of any
or all of the documents referred to above which we have or may incorporate in
this prospectus by reference, other than the exhibits for those documents. You
can request copies from:

Corporate Secretary
Badger Meter, Inc.
P. O. Box 245036
Milwaukee, WI 53224-9536

You may also request a copy by calling 1-414-371-5702. We maintain an
Internet website at http://www.badgermeter.com. Our annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to
such reports filed with the Securities and Exchange Commission, along with our
annual report to shareholders and other information related to our company, are
available free of charge on this site. Except as expressly provided in this
prospectus, our Internet website and the information contained therein or
connected thereto are not intended to be incorporated into this registration
statement, including this prospectus.

LEGAL OPINION

Our counsel, Foley & Lardner, 777 East Wisconsin Avenue, Milwaukee, WI
53202 has rendered an opinion as to the validity of the shares of our common
stock which we are offering pursuant to this prospectus. Luke E. Sims, a partner
in the law firm of Foley & Lardner, beneficially owns 25,100 shares of our
common stock, as of December 16, 2002.

EXPERTS

The financial statements and schedules incorporated by reference in
this prospectus and elsewhere in the registration statement have been audited by
Ernst & Young LLP, independent public accountants, as indicated in their report
with respect thereto, and are included herein in reliance upon the authority of
said firm as experts in giving said report.

-20-

BADGER METER, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

----------

PLEASE ADDRESS ALL INQUIRIES TO
AMERICAN STOCK TRANSFER & TRUST COMPANY AS FOLLOWS:
TELEPHONE:
1-877-248-6415

STREET ADDRESS:
59 MAIDEN LANE
NEW YORK, NY 10038

MAILING ADDRESS:
DIVIDEND REINVESTMENT DEPARTMENT
AMERICAN STOCK TRANSFER & TRUST COMPANY
P. O. BOX 922, WALL STREET STATION
NEW YORK, NY 10269-0560

FACSIMILE:
718-921-8337

INTERNET ADDRESS:
http://www.investpower.com
--------------------------

ELECTRONIC MAIL ADDRESS:
INFO@AMSTOCK.COM

----------

TRANSFER AGENT AND REGISTRAR

AMERICAN STOCK TRANSFER & TRUST COMPANY
TELEPHONE:
1-877-248-6415

MAILING ADDRESS:
INVESTOR SERVICES
AMERICAN STOCK TRANSFER & TRUST COMPANY
59 MAIDEN LANE
NEW YORK, NY 10038

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table itemizes the expenses incurred by us in
connection with the offering of the shares of common stock being registered. All
the amounts shown are estimates except the Securities and Exchange Commission
registration fee.

Item Amount
---- ------

Registration Fees- Securities and Exchange Commission $ 189.01
Printing and Engraving Fees $ 6,200
Legal Fees and Expenses $ 5,000
Accounting Fees and Expenses $ 5,000
Miscellaneous Expenses $ 1,000
-------------------------
Total $ 17,389.01
=========================

Item 15. Indemnification of Directors and Officers.

Pursuant to the Wisconsin Business Corporation Law and our Restated
By-laws, as amended, our directors and officers are entitled to mandatory
indemnification from us against certain liabilities and expenses (i) to the
extent such officers or directors are successful in the defense of a proceeding
and (ii) in proceedings in which the director or officer is not successful in
defense thereof, unless (in the latter case only) it is determined that the
director or officer breached or failed to perform his duties to us and such
breach or failure constituted: (a) a willful failure to deal fairly with us or
our shareholders in connection with a matter in which the director or officer
had a material conflict of interest; (b) a violation of the criminal law unless
the director or officer has reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe his or her conduct was unlawful;
(c) a transaction from which the director or officer derived an improper
personal profit; or (d) willful misconduct. It should be noted that the
Wisconsin Business Corporation Law specifically states that it is the public
policy of Wisconsin to require or permit indemnification in connection with a
proceeding involving securities regulation, as described therein, to the extent
required or permitted as described above. Additionally, under the Wisconsin
Business Corporation Law, our directors are not subject to personal liability to
us, our shareholders or any person asserting rights on behalf thereof for
certain breaches or failures to perform any duty resulting solely from their
status as directors, except in circumstances paralleling those in subparagraphs
(a) through (d) outlined above.

The indemnification provided by the Wisconsin Business Corporation Law
and our Restated By-laws is not exclusive of any other rights to which a
director or officer may be entitled.

We may advance expenses for the defense of any action for which
indemnification may be available under certain circumstances.

S-1

We maintain a liability insurance policy for our directors and officers
as permitted by Wisconsin law which may extend to, among other things, liability
arising under the Securities Act of 1933, as amended.

Item 16. Exhibits.

The exhibits listed in the accompanying Exhibit Index are filed as part
of this Registration Statement.

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;

(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

S-2

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered, which remain unsold
at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or controlling
persons of the registrant pursuant to the provisions set forth or described in
Item 15 of this registration statement, or otherwise, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

S-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused such Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee, State of Wisconsin, on this 20th day of
December, 2002.

BADGER METER, INC.
(the "Company" or the Registrant")

By: /s/ Deirdre C. Elliott
-----------------------------------------
Deirdre C. Elliott
Vice President - Corporate Legal Counsel
and Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints Richard A. Meeusen, Richard E. Johnson and Deirdre C.
Elliott, and each of them individually, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

Signature Title Date
--------- ----- ----

/s/ Richard A. Meeusen President, Chief Executive Officer and Director December 20, 2002
------------------------- (Principal Executive Officer)
Richard A. Meeusen

/s/ Richard E. Johnson Vice President - Finance, Chief Financial Officer December 20, 2002
------------------------- and Treasurer (Principal Financial Officer)
Richard E. Johnson

/s/ Beverly L. Smiley Vice President - Corporate Controller December 20, 2002
------------------------- (Principal Accounting Officer)
Beverly L. Smiley

/s/ James L. Forbes Chairman and Director December 20, 2002
-------------------------
James L. Forbes

/s/ Ulice Payne, Jr. Director December 20, 2002
-------------------------
Ulice Payne, Jr.

/s/ Andrew J. Polanco Director December 20, 2002
-------------------------
Andrew J. Polanco

/s/ Steven J. Smith Director December 20, 2002
-------------------------
Steven J. Smith

S-4

Signature Title Date
--------- ----- ----

/s/ Kenneth P. Manning Director December 20, 2002
-------------------------
Kenneth P. Manning

/s/ John J. Stollenwerk Director December 20, 2002
-------------------------
John J. Stollenwerk

S-5

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
------ -----------

3.0 Restated Articles of Incorporation effective September 30,
1999 [Incorporated by reference to Exhibit 3.0(i) to the
Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1999].

3.1 Restated Bylaws as amended April 19, 2002 [Incorporated by
reference to Exhibit 3.0(ii) to the Company's Quarterly Report
on Form 10-Q for the three months ended June 30, 2002].

4.1 Rights Agreement, dated as of May 26, 1998, between the
Company and U.S. Bank, National Association (f/k/a/ Firstar
Bank, N.A., successor to Firstar Trust Company) [Incorporated
by reference to Exhibit 4.1 to the Company's Registration
Statement on Form 8-A (File No. 1-6706), dated as of May 26,
1998].

4.2 Agreement of Substitution and Amendment of Common Shares
Rights Agreement, dated August 16, 2002, between the Company
and American Stock Transfer & Trust Company.

5 Opinion of Foley & Lardner.

23.1 Consent of Ernst & Young LLP.

23.2 Consent of Foley & Lardner (included in Exhibit 5 hereto).

24 Powers of Attorney (contained on the signature pages hereto).

II-1