UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) [x] Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 1998. or [ ] Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the transition period from _________ to _____________. Commission file number 1-12273 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Roper Industries, Inc. Employees' Retirement Savings 004 Plan. B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Roper Industries, Inc., 160 Ben Burton Rd., Bogart, GA 30622.
Independent Auditors' Report The Board of Directors Roper Industries, Inc.: We have audited the accompanying statements of net assets available for benefits of Roper Industries, Inc. Employees' Retirement Savings 004 Plan (the "Plan") as of December 31, 1998 and 1997 and the related statement of changes in net assets available for benefits for the year ended December 31, 1998. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1998 and 1997, and the changes in net assets available for benefits for the year ended December 31, 1998 in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions as of or for the year ended December 31, 1998 are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statements of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and the changes in the net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. KPMG LLP April 19, 1999 Atlanta, Georgia 2
ROPER INDUSTRIES, INC. EMPLOYEES' RETIREMENT SAVINGS 004 PLAN Statement of Net Assets Available for Benefits, with Fund Information (in thousands) December 31, 1998 Fund Information ------------------------------------------------------------------------------ Merrill Lynch Roper Retirement Merrill Lynch MFS Industries, Inc. Preservation Equity Index Emerging AIM Value Total Common Stock Trust Trust Growth Fund Fund --------- ---------------- ------------- ------------- ----------- --------- Cash $ 7 $ - $ - $ - $ - $ - ------ ---- ------ ------ ---- ------ Investments, at fair value: Mutual funds 4,295 - - - 990 1,922 Common trust funds 3,264 - 1,149 2,115 - - Common stock 602 602 - - - - Participants loans receivable 128 - - - - - ------ ---- ------ ------ ---- ------ 8,289 602 1,149 2,115 990 $1,922 ------ ---- ------ ------ ---- ------ Contributions receivable: Employees 146 - - - - - Employer 30 - - - - - ------ ---- ------ ------ ---- ------ 176 - - - - - ------ ---- ------ ------ ---- ------ Net assets available for benefits $8,472 $602 $1,149 $2,115 $990 $1,922 ====== ==== ====== ====== ==== ====== Fund Information ------------------------------------------------------------------------ Templeton Merrill Lynch Merrill Lynch Foreign Merrill Lynch Basic Value Corporate Participant Fund Capital Fund Fund Bond Fund Loans Cash Unallocated ---------- -------------- ------------- ------------- ----------- ---- ----------- Cash $ - $ - $ - $ - $ - $7 $ - ---- ---- ---- ---- ---- -- ---- Investments, at fair value: Mutual funds 117 607 523 136 - - - Common trust funds - - - - - - - Common stock - - - - - - - Participants loans receivable - - - - 128 - - ---- ---- ---- ---- ---- -- ---- 117 607 523 136 128 - - ---- ---- ---- ---- ---- -- ---- Contributions receivable: Employees - - - - - - 146 Employer - - - - - - 30 ---- ---- ---- ---- ---- -- ---- - - - - - - 176 ---- ---- ---- ---- ---- -- ---- Net assets available for benefits $117 $607 $523 $136 $128 $7 $176 ==== ==== ==== ==== ==== == ==== See accompanying notes to financial statements. 3
ROPER INDUSTRIES, INC. EMPLOYEES' RETIREMENT SAVINGS 004 PLAN Statement of Net Assets Available for Benefits, with Fund Information (in thousands) December 31, 1997 Fund Information ------------------------------------------------------------------------------ Merrill Lynch Roper Retirement Merrill Lynch MFS Industries, Inc. Preservation Equity Index Emerging AIM Value Total Common Stock Trust Trust Growth Fund Fund --------- ---------------- ------------- ------------- ----------- ----------- Investments, at fair value: Mutual funds $1,972 $ - $ - $ - $300 $1,133 Common trust funds 2,081 - 1,015 1,066 - - Common stock 10 10 - - - - ------ --- ------ ------ ---- ------ 4,063 10 1,015 1,066 300 $1,133 ------ --- ------ ------ ---- ------ Contributions receivable: Employees 92 - - - - - Employer 64 - - - - - ------ --- ------ ------ ---- ------ 156 - - - - - ------ --- ------ ------ ---- ------ Net assets available for benefits $4,219 $10 $1,015 $1,066 $300 $1,133 ====== === ====== ====== ==== ====== Fund Information --------------------------------------------------------------- Templeton Merrill Lynch Merrill Lynch Foreign Merrill Lynch Basic Value Corporate Fund Capital Fund Fund Bond Fund Unallocated ---------- -------------- ------------- ------------- ----------- Investments, at fair value: Mutual funds $20 $372 $81 $66 $ - Common trust funds - - - - - Common stock - - - - - --- ---- --- --- ---- $20 $372 $81 $66 $ - --- ---- --- --- ---- Contributions receivable: Employees - - - - 92 Employer - - - - 64 --- ---- --- --- ---- - - - - 156 --- ---- --- --- ---- Net assets available for benefits $20 $372 $81 $66 $156 === ==== === === ==== See accompanying notes to financial statements. 4
ROPER INDUSTRIES, INC. EMPLOYEES' RETIREMENT SAVINGS 004 PLAN Statement of Changes in Net Assets Available for Benefits, with Fund Information (in thousands) Year ended December 31, 1998 Fund Information ---------------------------------------------------------------------------------- Merrill Lynch Roper Retirement Merrill Lynch MFS Templeton Industries, Inc. Preservation Equity Index Emerging AIM Value Foreign Total Common Stock Trust Trust Growth Fund Fund Fund ------- ---------------- ------------ ------------- ----------- --------- --------- Additions: Investment Income: Net appreciation (depreciation) in fair value of investments $ 924 $ (8) $ - $ 409 $201 $ 337 $(14) Dividends 273 4 62 - 9 121 11 Interest 7 - - 1 1 1 1 ------ ---- ------- ------- ---- ------ ---- 1,204 (4) 62 410 211 459 (2) ------ ---- ------- ------- ---- ------ ---- Contributions: Employee rollovers conversion 771 48 74 229 191 66 3 Employee withholdings 2,064 136 139 442 308 379 77 Employer matching 460 42 37 99 79 100 17 ------ ---- ------- ------- ---- ------ ---- 3,295 226 250 770 578 545 97 ------ ---- ------- ------- ---- ------ ---- Total additions 4,499 222 312 1,180 789 1,004 95 ------ ---- ------- ------- ---- ------ ---- Deductions: Benefits paid to participants 245 7 76 37 27 49 3 Administration expenses 1 1 - - - - - ------ ---- ------- ------- ---- ------ ---- Total deductions 246 8 76 37 27 49 3 ------ ---- ------- ------- ---- ------ ---- Interfund transfers, net - 378 (102) (94) (72) (166) 5 ------ ---- ------- ------- ---- ------ ---- Net increase (decrease) 4,253 592 134 1,049 690 789 97 Net assets available for benefits: Beginning of year 4,219 10 1,015 1,066 300 1,133 20 ------ ---- ------- ------- ---- ------ ---- End of year $8,472 $602 $1,149 $2,115 $990 $1,922 $117 ====== ==== ====== ====== ==== ====== ==== Fund Information -------------------------------------------------------- Merrill Lynch Merrill Lynch Merrill Lynch Basic Value Corporate Loan Capital Fund Fund Bond Fund Fund Cash Unallocated ------------ ------------- -------------- --------- --------- ------------- Additions: Investment Income: Net appreciation (depreciation) in fair value of investments $ (3) $ 1 $ 1 $ - $ - $ - Dividends 31 29 6 - - - Interest 1 1 - - 1 - ---- ----- ----- ----- ----- ----- 29 31 7 - 1 - ---- ----- ----- ----- ----- ----- Contributions: Employee rollovers conversion 21 100 12 31 (4) - Employee withholdings 197 279 53 - - 54 Employer matching 47 61 12 - - (34) ---- ----- ----- ----- ----- ----- 265 440 77 31 (4) 20 ---- ----- ----- ----- ----- ----- Total additions 294 471 84 31 (3) 20 ---- ----- ----- ----- ----- ----- Deductions: Benefits paid to participants 22 24 7 2 (9) - Administration expenses - - - - - - ---- ----- ----- ----- ----- ----- Total deductions 22 24 7 2 (9) - ---- ----- ----- ----- ----- ----- Interfund transfers, net (37) (5) (7) 99 1 - ---- ----- ----- ----- ----- ----- Net increase (decrease) 235 442 70 128 7 20 Net assets available for benefits: Beginning of year 372 81 66 - - 156 ---- ----- ----- ----- ----- ----- End of year $607 $523 $136 $128 $ 7 $176 ==== ===== ===== ===== ===== ===== See accompanying notes to financial statements. 5
ROPER INDUSTRIES, INC. EMPLOYEES' RETIREMENT SAVINGS 004 PLAN Notes to Financial Statements 1. The Plan The Roper Industries, Inc. (the "Company") Employees' Retirement Savings 004 Plan (the "Plan") is a defined contribution retirement savings plan subject to certain provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). All assets of the Plan are held, administered and invested by its trustee, Merrill Lynch Trust Company. The following description of the Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. The Plan became effective July 1, 1997. (a) Eligibility ----------- Employees of certain of the Company's subsidiaries become eligible to participate in the Plan after six months of continuous service provided the employee has attained 18 years of age. Employees of a company acquired by the Company are generally credited for their time employed with the prior company. (b) Employee Contributions ---------------------- Plan participants may make contributions in 1% increments of their compensation, within the range of 1% to 20%, for each payroll period in the form of before-tax contributions. Total employee contributions during the Plan's fiscal year may not exceed the ceiling established by the Internal Revenue Service ($10,000 for 1998). (c) Employer Contributions ---------------------- The Plan allows each participating subsidiary of the Company to choose its own matching policy among several options. The options consist of no employer matching, 50% employer matching of the first 6% of participant contributions and 50% employer matching of the first 8% of participant contributions. Employer contributions are also limited by guidelines established by the Internal Revenue Service. Employer contributions in 1998 can only be based on the first $150,000 of participant compensation. (d) Participant Accounts -------------------- The Plan's trust consists of contributions by the participants and the Company and net earnings from investments. Investment appreciation and/or depreciation and investment earnings are credited to or deducted from participant accounts based on the ratio of each participant's account to the aggregate of all participant accounts within each fund on a daily basis. (e) Investment Options ------------------ Each participant in the Plan must elect to have contributions invested in any one or a combination of the investment funds offered by the Plan. Since inception of the Plan, the following investment funds were available: Roper Industries, Inc. Common Stock: This fund invests solely in Roper ------------------------------------ Industries, Inc. common stock. At December 31, 1998 and 1997, 148 and 55 participants were invested in this fund, respectively. 6
ROPER INDUSTRIES, INC. EMPLOYEES' RETIREMENT SAVINGS 004 PLAN Notes to Financial Statements Merrill Lynch Retirement Preservation Trust: The Trust seeks to provide -------------------------------------------- preservation of capital, liquidity and current income that is typically higher than money market funds. The Trust invests primarily in a broadly diversified portfolio of guaranteed investment contracts and U.S. government and U.S. government agency securities. At December 31, 1998 and 1997, 431 and 112 participants were invested in this Trust, respectively. Merrill Lynch Equity Index Trust: The Trust seeks to approximate the --------------------------------- total return of the Standard & Poor's 500 Composite Stock Price Index. This Index is a means to measure the performance of a broad base of large U.S. corporations. The Trust invests primarily in a portfolio of equity securities designed to substantially equal the performance of this Index. The percentage of the Trust's interest in each stock will generally be the same as the percentage that a particular stock represents in the Index. However, certain factors may make the purchase of some stocks impracticable or unnecessary. At December 31, 1998 and 1997, 289 and 146 participants were invested in this Trust, respectively. MFS Emerging Growth Fund: The Fund seeks long-term growth of capital. ------------------------- The Fund invests primarily in common stock of small- and medium-sized companies that are early in their life cycles and have the potential to become major enterprises. The Fund may also invest in more established companies whose rates of earnings growth are expected, by Fund management, to accelerate because of special factors such as new management, new products or changes in consumer demand. The Fund may invest up to 25% of its total assets in foreign securities. At December 31, 1998 and 1997, 425 and 114 participants were invested in this Fund, respectively. AIM Value Fund: The Fund seeks long-term growth of capital by investing --------------- primarily in stocks of companies that are undervalued relative to the stock market as a whole due to underperformance, but show tangible evidence of a turnaround. The Fund seeks undervalued securities believed to offer growth potential in four categories: 1) out-of-favor cyclical growth companies, 2) established growth companies that are undervalued compared to historical relative valuations, 3) companies with tangible evidence of improving prospects not yet reflected in the price of the stock and 4) equity securities selling at prices that do not reflect the current market value of their assets. The Fund may invest up to 25% of its total assets in foreign securities. At December 31, 1998 and 1997, 290 and 158 participants were invested in this Fund, respectively. Templeton Foreign Fund: The Fund seeks long-term capital growth. The ----------------------- Fund seeks to obtain its objective through a flexible policy of investing in stocks and debt obligations of companies and governments outside the U.S. The Fund may also invest in preferred stock and certain debt securities, rated or unrated, such as convertible bonds and bonds selling at a discount. The Fund has the right to purchase securities in any foreign country, developed or developing. At December 31, 1998 and 1997, 118 and 52 participants were invested in this Fund, respectively. Merrill Lynch Capital Fund: The Fund seeks the highest total investment --------------------------- return consistent with prudent risk. Total investment return is the aggregate of income and capital value changes. The Fund has a fully managed investment policy utilizing equity, debt and convertible securities. This permits Fund management to shift emphasis based on its evaluation of changes in economic and market trends. Consistent with this policy, the Fund's portfolio may, at any given time, be invested substantially in equity securities, corporate bonds or money market securities. It is the expectation of Fund management that, over longer periods, a major portion of the Fund's portfolio will consist of equity securities of larger market capitalization companies. Dividends are declared and reinvested semiannually. The Fund may invest up to 25% of its total assets in foreign securities. 7
ROPER INDUSTRIES, INC. EMPLOYEES' RETIREMENT SAVINGS 004 PLAN Notes to Financial Statements At December 31, 1998 and 1997, 414 and 103 participants were invested in this Fund, repsectively. Merrill Lynch Basic Value Fund: The Fund seeks capital appreciation ------------------------------- and, secondarily, income by investing in securities, primarily equities, that Fund management believes are undervalued. The Fund seeks to invest in stocks that possess one or more of the following characteristics: (i) selling at a discount either from book value or historical price-earnings ratios or (ii) seem capable of recovering from situations that caused the company to become temporarily out of favor. Particular emphasis is placed on securities that provide an above-average dividend return and sell at a below-average price-earnings ratio. The Fund may invest up to 25% of its total assets in foreign securities. At December 31, 1998 and 1997, 224 and 87 participants were invested in this Fund, respectively. Merrill Lynch Corporate Bond Fund--Intermediate Term Portfolio: The Fund --------------------------------------------------------------- seeks a high level of current income by investing primarily in investment grade corporate fixed-income securities. Secondarily, the Fund seeks capital appreciation when consistent with its primary objective. The Fund invests primarily in bonds rated in the four highest rating categories with a maximum remaining maturity of 10 years. Under normal circumstances, the average remaining maturity will be between five and seven years. In addition, the Fund may invest up to 25% of its total assets in foreign securities. At December 31, 1998 and 1997, 93 and 48 participants were invested in this Fund, respectively. (f) Benefit Payments ---------------- Upon separation of service, participants may generally elect to receive their vested account balances in either a lump sum payment or several forms of periodic installments. Separated participants with vested account balances totaling less than $5,000 must be distributed their vested balances in the form of a lump sum distribution. (g) Vesting ------- Participants are immediately vested in their voluntary contributions plus investment performance thereon. Employer contributions become vested to participants 20% after the first year of participation and an additional 20% after each additional year of participation, up to 100%. (h) Termination ----------- The Company may terminate, or partially terminate, the Plan or discontinue Company contributions to the Plan at any time, in which case all employer contributions and allocated earnings to each participant's account would become fully vested and nonforfeitable. (i) Forfeitures ----------- All forfeitures by participants, as defined by the Plan, are retained in the Plan and used to pay Plan expenses and reduce employer contributions. The Plan applied forfeited non-vested amounts of $14,000 against employer contributions during the year ended December 31, 1998. 8
ROPER INDUSTRIES, INC. EMPLOYEES' RETIREMENT SAVINGS 004 PLAN Notes to Financial Statements (j) Participant Loans ----------------- The Plan allows participants to borrow up to the lesser of 50% of their vested account balance or $50,000. Generally, loans must be repaid within five years. The interest rate on such loans is set at prime plus 1 1/2 percentage points. (k) Related Party Transactions -------------------------- Certain Plan investments are shares of mutual funds managed by Merrill Lynch Trust Company. Merrill Lynch Trust Company is the trustee as defined by the Plan, and therefore, these transactions qualify as party- in-interest. Certain Plan investments are shares of common stock of Roper Industries, Inc. and Roper Industries, Inc. is the sponsor of the Plan. 2. Summary of Significant Accounting Policies (a) Basis of Presentation --------------------- The accompanying statements of net assets available for benefits and changes in net assets available for benefits have been prepared on the accrual basis of accounting. (b) Investments ----------- Investments are stated at fair value. Fair values for investments in mutual funds, common trust funds and Roper Industries, Inc. common stock were determined using the closing prices as published by financial sources believed to be reliable. Loans to participants are stated at the unpaid balances on individual participant accounts which approximates fair value. Unrealized appreciation (depreciation) in fair value of investments is computed by comparing the fair value of an investment to its cost for investments purchased during the period. For investments held the entire period, it is the change in fair value during the period. Purchases and sales of investments are recorded on a trade-date basis. (c) Use of Estimates ---------------- The administrator of the Plan has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from these estimates. (d) Expenses -------- The Company pays all administrative expenses of the Plan. 9
ROPER INDUSTRIES, INC. EMPLOYEES' RETIREMENT SAVINGS 004 PLAN Notes to Financial Statements 3. Investments Investments that represent at least 5% of the Plan's net assets available for benefits at December 31, 1998 or 1997 are as follows (in 000's): 1998 1997 ------ ------ Merrill Lynch Equity Index Trust $2,115 $1,066 AIM Value Fund 1,922 1,133 Merrill Lynch Retirement Preservation Trust 1,149 1,015 Merrill Lynch Emerging Growth Fund 990 300 Merrill Lynch Capital Fund 607 372 Roper Industries, Inc. common stock 602 10 Merrill Lynch Basic Value Fund 523 81 4. Income Tax Status The Company has not yet requested a determination letter from the Internal Revenue Service to grant the Plan tax-exempt status for federal income taxes. The Company believes that the Plan is structured and administered in such a fashion that it will be determined to be exempt from federal income taxes by the Internal Revenue Service. No amounts for income taxes are reflected in the Plan's financial statements. 10
Schedule 1 ROPER INDUSTRIES, INC. EMPLOYEES' RETIREMENT SAVINGS 004 PLAN Line 27(a) - Schedule of Assets Held for Investment Purposes (in thousands) December 31, 1998 Shares/ Current Identity of issue, borrower, lessor or similar party units Cost value ----------------------------------------------------- ------- ---- ------- Common trust funds: * Merrill Lynch Retirement Preservation Trust 1,149 $1,149 $1,149 * Merrill Lynch Equity Index Trust 25 1,691 2,115 Mutual funds: MFS Emerging Growth Fund 22 809 990 AIM Value Fund 48 1,707 1,922 Templeton Foreign Fund 14 133 117 * Merrill Lynch Capital Fund 18 618 607 * Merrill Lynch Basic Value Fund 14 524 523 * Merrill Lynch Corporate Bond Fund - Intermediate Term Portfolio 12 135 136 * Roper Industries, Inc. common stock 30 605 602 Participant loans 128 128 128 * Merrill Lynch and Roper Industries, Inc. are parties-in-interest to the Plan. See accompanying independent auditors' report. 11
Schedule 2 ROPER INDUSTRIES, INC. EMPLOYEES' RETIREMENT SAVINGS 004 PLAN Line 27(d) - Schedule of Reportable Transactions (in thousands) Year ended December 31, 1998 Current Expense value of incurred asset on Purchase Selling with Cost of transaction Net gain Identity of party involved Description of asset price price transaction asset date or (loss) - -------------------------- --------------------------- -------- -------- ----------- ------ ---------- --------- * Roper Industries, Inc. Common stock $608 $ - $- $608 $608 $ - * Roper Industries, Inc. Common stock - 17 - 19 17 (2) * Merrill Lynch Retirement Preservation Trust 443 - - 443 443 - * Merrill Lynch Retirement Preservation Trust - 309 - 309 309 - * Merrill Lynch Equity Index Trust 880 - - 880 880 - * Merrill Lynch Equity Index Trust - 241 - 219 241 22 MFS Emerging Growth Fund 660 - - 660 660 - MFS Emerging Growth Fund - 170 - 165 170 5 AIM Value Fund 718 - - 718 718 - AIM Value Fund - 304 - 297 304 7 * Merrill Lynch Capital Fund Class A 312 - - 312 312 - * Merrill Lynch Capital Fund Class A - 75 - 74 75 1 * Merrill Lynch Basic Value Fund 493 - - 493 493 - * Merrill Lynch Basic Value Fund - 52 - 51 52 1 * Merrill Lynch and Roper Industries, Inc. are parties-in-interest to the Plan. See accompanying independent auditors' report. 12
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized. Roper Industries, Inc. Employees' Retirement Savings 004 Plan ------------------------------------------------------------- (Name of Plan) By: Roper Industries, Inc., Plan Administrator By: /s/ Martin S. Headley -------------------------------------------- (Signature) Martin S. Headley May 28, 1999 Vice President and Chief Financial Officer 13
Independent Auditors' Consent The Board of Directors Roper Industries, Inc.: We consent to incorporation by reference in the registration statement (No. 333- 36897) on Form S-8 of Roper Industries, Inc. of our report dated April 19, 1999 relating to the statements of net assets available for benefits of the Roper Industries, Inc. Employees' Retirement Savings 004 Plan as of December 31, 1998 and 1997, and the related statement of changes in net assets available for benefits for the year ended December 31, 1998 and all related supplemental schedules, which report appears in the December 31, 1998 Annual Report on Form 11-K of Roper Industries, Inc. KPMG LLP Atlanta, Georgia May 28, 1999 14