<PAGE>
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, 1997.
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.
<PAGE>
Independent Auditors' Report
The Board of Directors
Roper Industries, Inc.:
We have audited the accompanying statement of net assets available for benefits
of Roper Industries, Inc. Employees' Retirement Savings 004 Plan (the "Plan") as
of December 31, 1997 and the related statement of changes in net assets
available for benefits for the period from July 1, 1997 (inception of the Plan)
through December 31, 1997. 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 audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit 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 audit provides 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, 1997 and the changes in net assets available for benefits for the
period from July 1, 1997 (inception of the Plan) through December 31, 1997 in
conformity with generally accepted accounting principles.
Our audit was 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 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 statement 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 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 Peat Marwick LLP
June 3, 1998
Atlanta, Georgia
1
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<TABLE>
<CAPTION>
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
---------- -------------- ----------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
Mutual funds $1,972 $ - $ - $ - $300 $1,133
Common trust funds 2,081 - 1,015 1,066 - -
Common stock 10 10 - - - -
Contributions receivable:
Employees 92 - - - - -
Employer 64 - - - - -
--------- --------- -------- --------- --------- ---------
Net assets available for benefit $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 - - - - -
Contributions receivable:
Employees - - - - 92
Employer - - - - 64
--------- --------- -------- ---------- ----------
Net assets available for benefit $20 $372 $81 $66 $156
========= ========= ========= ========== ===========
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
ROPER INDUSTRIES, INC.
EMPLOYEES' RETIREMENT SAVINGS 004 PLAN
Statement of Changes in Net Assets Available for Benefits, with Fund Information
(in thousands)
Period From July 1, 1997 (inception of the Plan) through 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
--------- ------------ ------------- ------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Cash dividends $ 144 $ - $ 9 $ - $3 $ 113
------ ------ ------ ------ ---- ------
Total investment income 144 - 9 - 3 113
Appreciation (depreciation) in fair
value of investments (101) - - 37 (14) (115)
Contributions:
Employee rollovers 3,759 - 980 972 269 1,093
Employee withholdings 338 9 24 54 39 39
Employer matching 79 1 2 3 3 3
------ ------ ------ ------ ---- ------
Increase in net assets available for
benefits 4,219 10 1,015 1,066 300 1,133
Net assets available for benefits
at beginning of period - - - - - -
------ ------ ------ ------ ---- ------
Net assets available for benefits
at end of period $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
--------- ------------ ---------- ----------- ----------
Investment income:
Cash dividends - $15 $ 3 $ 1 $ -
--- ---- --- --- ----
Total investment income - 15 3 1 -
Appreciation (depreciation) in fair
value of investments (1) (7) (1) - -
Contributions:
Employee rollovers 9 332 45 59 -
Employee withholdings 12 30 33 6 92
Employer matching - 2 1 - 64
--- ---- --- --- ----
Increase in net assets available for
benefits 20 372 81 66 156
Net assets available for benefits
at beginning of period - - - - -
--- ---- --- --- ----
Net assets available for benefits
at end of period $20 $372 $81 $66 $156
=== ==== === === ====
</TABLE>
3
<PAGE>
ROPER INDUSTRIES, INC.
EMPLOYEE'S RETIREMENT SAVINGS 004 PLAN
Notes to Financial Statements
December 31, 1997
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 one year 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 ($9,500 for 1997).
(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 can
only be based on the first $150,000 of participant compensation in 1997.
(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:
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, 1997,
112 participants were invested in this Trust.
4
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ROPER INDUSTRIES, INC.
EMPLOYEE'S RETIREMENT SAVINGS 004 PLAN
Notes to Financial Statements
December 31, 1997
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, 1997, 48 participants were invested in this
Fund.
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 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. At December 31, 1997, 103 participants were invested
in this Fund.
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, 1997, 87 participants
were invested in this Fund.
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, 1997, 146 participants were invested in
this Trust.
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, 1997, 158 participants were invested
in this Fund.
5
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ROPER INDUSTRIES, INC.
EMPLOYEE'S RETIREMENT SAVINGS 004 PLAN
Notes to Financial Statements
December 31, 1997
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, 1997, 114 participants were invested
in this Fund.
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, 1997, 52 participants
were invested in this Fund.
Roper Industries, Inc. Common Stock: This Fund invests solely in Roper
------------------------------------
Industries, Inc. common stock. At December 31, 1997, 55 participants were
invested in this Fund.
(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 $3,500 must be distributed their vested
balances in the form of a lump sum distribution. Participants are
immediately vested in their voluntary contributions plus investment
performance thereon. Employer contributions and investment performance
thereon become vested to participants 20% after the first year of service
and an additional 20% after each additional year of service, up to 100%.
(g) 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.
(h) 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.
(i) 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.
<PAGE>
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.
6
<PAGE>
ROPER INDUSTRIES, INC.
EMPLOYEE'S RETIREMENT SAVINGS 004 PLAN
Notes to Financial Statements
December 31, 1997
(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. 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, liabilities and
disclosures in order to prepare these financial statements in accordance
with generally accepted accounting principles. Actual results could differ
from these estimates.
(d) Expenses
--------
The Company pays all administrative expenses of the Plan.
3. 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.
7
<PAGE>
Schedule 1
ROPER INDUSTRIES, INC. EMPLOYEES' RETIREMENT SAVINGS 004 PLAN
Item 27(a) - Schedule of Assets Held for Investment Purposes
(in thousands)
December 31, 1997
Shares/ Fair
Units Cost Value
--------- ---------- ----------
Common trust funds:
*Merrill Lynch Retirement Preservation Trust 1,015 $1,015 $1,015
*Merrill Lynch Equity Index Trust 16 1,030 1,066
Mutual funds:
*MFS Emerging Growth Fund 8 314 300
AIM Value Fund 35 1,248 1,133
Templeton Foreign Fund 2 22 20
*Merrill Lynch Capital Fund 11 380 372
*Merrill Lynch Basic Value Fund 2 82 81
*Merrill Lynch Corporate Bond Fund -
Intermediate Term Portfolio 6 66 66
*Roper Industries, Inc. Common Stock - 10 10
* Merrill Lynch and Roper Industries, Inc. are parties-in-interest to the
Plan.
See accompanying independent auditors' report
8
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Schedule 2
ROPER INDUSTRIES, INC. EMPLOYEES' RETIREMENT SAVINGS 004 PLAN
Item 27(d) - Schedule of Reportable Transactions
(in thousands)
Period from July 1, 1997 (inception of the Plan) through December 31, 1997
<TABLE>
<CAPTION>
Asset
Value on
Purchase Selling Transaction Cost of Transaction Net
Description of Asset Price Price Expenses Asset Date Gain (Loss)
- -------------------------------- -------- -------- ----------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
*Roper Industries, Inc. common stock $ 10 $ - $ - $ 10 $ 10 $ -
*Merrill Lynch Retirement Preservation Trust 1,015 - - 1,015 1,015 -
*Merrill Lynch Equity Index Trust 1,029 - - 1,029 1,029 -
*MFS Emerging Growth Fund 314 - - 314 314 -
AIM Value Fund 1,248 - - 1,248 1,248 -
*Merrill Lynch Capital Fund 379 - - 379 379 -
*Merrill Lynch Corporate Bond Fund -
Intermediate Term Portfolio 66 - - 66 66 -
*Merrill Lynch Basic Value Fund 82 - - 82 82 -
Templeton Foreign Fund 21 - - 21 21 -
</TABLE>
* Merrill Lynch and Roper Industries, Inc. are parties-in-interest to the Plan.
See accompanying independent auditors' report.
9
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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/ Marilyn M. Messer
---------------------------------------------
(Signature)
Marilyn M. Messer June 18, 1998
10
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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 June 3, 1998
relating to the statement of net assets available for benefits of the Roper
Industries, Inc. Employees' Retirement Savings 004 Plan as of December 31, 1997
and the related statement of changes in net assets available for benefits for
the period from July 1, 1997 (inception) through December 31, 1997 and all
related supplemental schedules, which report appears in the December 31, 1997
Annual Report on Form 11-K of Roper Industries, Inc.
KPMG Peat Marwick LLP
Atlanta, Georgia
June 16, 1998
11
