UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Badger Meter, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
056525108
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(CUSIP Number)
December 31, 2007
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the 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).
SCHEDULE 13G
CUSIP No. 056525108
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Invesco Ltd.
PowerShares Capital Management LLC
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2. Check the Appropriate Box if a Member of a Group (see Instructions)
(a)
(b)
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3. SEC Use Only _______________________________________________________
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4. Citizenship or Place of Organization
Invesco Ltd. - Bermuda
PowerShares Capital Management LLC - US
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5. Sole Voting Power: 1,398,827 Such
shares are held by the following
entities in the respective amounts
listed:
PowerShares Capital Management LLC - 1,398,827
Number of Shares ------------------------------------------------------------
Beneficially Owned
by Each Reporting 6. Shared Voting Power -0-
Person With
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7. Sole Dispositive Power: 1,398,827
Such shares are held by the
following entities in the respective
amounts listed:
PowerShares Capital Management LLC - 1,398,827
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8. Shared Dispositive Power -0-
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9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,398,827
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) N/A
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11. Percent of Class Represented by Amount in Row (9) 9.67%
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12. Type of Reporting Person (See Instructions) IA, HC. See Items 2 and
3 of this statement.
SCHEDULE 13G
Item 1(a) Name of Issuer:
Badger Meter, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
4545 West Brown Deer Road
Milwaukee, WI 53223
United States
Item 2(a) Name of Person Filing:
Invesco Ltd.
In accordance with Securities and Exchange Commission Release No.
34-39538 (January 12, 1998), this statement on Schedule 13G or
amendment thereto is being filed by Invesco Ltd. ("Invesco"), a
Bermuda Company, on behalf of itself and its subsidiaries listed in
Item 4 of the cover of this statement. Invesco through such
subsidiaries provides investment management services to
institutional and individual investors worldwide.
Executive officers and directors of Invesco or its subsidiaries may
beneficially own shares of the securities of the issuer to which
this statement relates (the "Shares"), and such Shares are not
reported in this statement. Invesco and its subsidiaries disclaim
beneficial ownership of Shares beneficially owned by any of their
executive officers and directors. Each of Invesco's direct and
indirect subsidiaries also disclaim beneficial ownership of Shares
beneficially owned by Invesco and any other subsidiary.
Item 2(b) Address of Principal Business Office:
1360 Peachtree Street NE
Atlanta, GA 30309
United States
Item 2(c) Citizenship:
See the response to Item 2(a) of this statement.
Item 2(d) Title of Class of Securities:
Common Stock, $1 par value per share
Item 2(e) CUSIP Number:
056525108
Item 3 If this statement is filed pursuant to ss240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(e) [x] An investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E)
(g) [x] A parent holding company or control person in accordance with
section 240.13d-1(b)(1)(ii)(G)
As noted in Item 2 above, Invesco is making this filing on behalf of
its subsidiaries listed herein. Each of these entities is either an
investment adviser registered with the United States Securities and
Exchange Commission under Section 203 of the Investment Advisers Act
of 1940, as amended, or under similar laws of other jurisdictions.
Invesco is a holding company.
Item 4 Ownership:
Please see responses to Items 5-8 on the cover of this statement,
which are incorporated herein by reference.
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following
[ ]
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
N/A
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being reported on By the Parent Holding Company:
Please see Item 3 of this statement, which is incorporated herein by
reference.
Item 8 Identification and Classification of Members of the Group:
N/A
Item 9 Notice of Dissolution of a Group:
N/A
Item 10 Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
Signature:
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
02/09/2008
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Date
Invesco Ltd.
By: /s/ Lisa Brinkley
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Lisa Brinkley
Global Compliance Director