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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
May 17, 1999
______________________________________________________________________________
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
ROPER INDUSTRIES, INC.
______________________________________________________________________________
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
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(STATE OR OTHER JURISDICTION OF INCORPORATION)
1-12273
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(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
160 BEN BURTON ROAD, BOGART, GEORGIA 30622
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
(706) 369-7170
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
P.O. BOX 269, OLD MAYSVILLE ROAD, COMMERCE, GEORGIA 30529
______________________________________________________________________________
(FORMER ADDRESS)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
KPMG LLP were previously the principal accountants to audit the financial
statements of Roper Industries, Inc. (the "Registrant"). On May 13, 1999, that
firm's appointment as principal auditors was terminated and the firm of Arthur
Andersen LLP was engaged as principal auditors. The decision to change auditors
was recommended by the Audit Committee of the Registrant's Board of Directors
and approved by the Board.
In connection with the audits of the Registrant's two fiscal years ended October
31, 1998, and with respect to the subsequent period through May 13, 1999, there
were no disagreements with KPMG LLP on any matter of accounting principles or
practices, financial statements disclosure, or auditing scope or procedures,
which disagreements, if not resolved to their satisfaction, would have caused
them to make reference in connection with their opinion to the subject matter of
the disagreement.
KPMG LLP's reports on the consolidated financial statements of the Registrant as
of and for the two fiscal year periods ended October 31, 1998 did not contain
any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles.
The Registrant delivered a copy of this Report on Form 8-K report to KPMG LLP
on May 14, 1999 and requested KPMG LLP to furnish it with a letter addressed to
the Securities and Exchange Commission stating whether or not it agrees with the
statements made by the Registrant in response to this Item 4 and, if not,
stating the respects in which it does not agree. A copy of the response letter
of KPMG LLP is attached hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(A) Financial Statements of Business Acquired
Not Applicable
(B) Pro Forma Financial Statements
Not Applicable
(C) Exhibits
16 Letter regarding Change in Certifying Accountants
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ROPER INDUSTRIES, INC.
___________________________________________
(Registrant)
Date: May 17, 1999 BY: /s/ Martin S. Headley
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Martin S. Headley, Vice President and
Chief Financial Officer
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EXHIBIT INDEX
16 Letter regarding Change in Certifying Accountants
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[LETTERHEAD OF KPMG]
May 17, 1999
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Roper Industries, Inc. and, under
date of December 4, 1998, we reported on the consolidated financial statements
of Roper Industries, Inc. and subsidiaries as of October 31, 1998 and 1997 and
for each of the years in the three-year period ended October 31, 1998. On May
13, 1999, our appointment as principal accountants was terminated. We have read
Roper Industries, Inc.'s statements included under Item 4 of its Form 8-K dated
May 17, 1999, and we agree with such statements.
Very truly yours,
KPMG LLP
