<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, 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.
<PAGE>
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
<PAGE>
ROPER INDUSTRIES, INC.
EMPLOYEES' RETIREMENT SAVINGS 004 PLAN
Statement of Net Assets Available for Benefits, with Fund Information
(in thousands)
December 31, 1998
<TABLE>
<CAPTION>
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>
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
====== ==== ====== ====== ==== ======
</TABLE>
<TABLE>
<CAPTION>
Fund Information
------------------------------------------------------------------------
Templeton Merrill Lynch Merrill Lynch
Foreign Merrill Lynch Basic Value Corporate Participant
Fund Capital Fund Fund Bond Fund Loans Cash Unallocated
---------- -------------- ------------- ------------- ----------- ---- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
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
==== ==== ==== ==== ==== == ====
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
ROPER INDUSTRIES, INC.
EMPLOYEES' RETIREMENT SAVINGS 004 PLAN
Statement of Net Assets Available for Benefits, with Fund Information
(in thousands)
December 31, 1997
<TABLE>
<CAPTION>
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 - - - -
------ --- ------ ------ ---- ------
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
====== === ====== ====== ==== ======
</TABLE>
<TABLE>
<CAPTION>
Fund Information
---------------------------------------------------------------
Templeton Merrill Lynch Merrill Lynch
Foreign Merrill Lynch Basic Value Corporate
Fund Capital Fund Fund Bond Fund Unallocated
---------- -------------- ------------- ------------- -----------
<S> <C> <C> <C> <C> <C>
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
=== ==== === === ====
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
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
<TABLE>
<CAPTION>
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
------- ---------------- ------------ ------------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
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
====== ==== ====== ====== ==== ====== ====
</TABLE>
<TABLE>
<CAPTION>
Fund Information
--------------------------------------------------------
Merrill Lynch Merrill Lynch
Merrill Lynch Basic Value Corporate Loan
Capital Fund Fund Bond Fund Fund Cash Unallocated
------------ ------------- -------------- --------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
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
==== ===== ===== ===== ===== =====
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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):
<TABLE>
<CAPTION>
1998 1997
------ ------
<S> <C> <C>
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
</TABLE>
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
<PAGE>
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
<TABLE>
<CAPTION>
Shares/ Current
Identity of issue, borrower, lessor or similar party units Cost value
----------------------------------------------------- ------- ---- -------
<S> <C> <C> <C> <C>
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
</TABLE>
* Merrill Lynch and Roper Industries, Inc. are parties-in-interest to the Plan.
See accompanying independent auditors' report.
11
<PAGE>
Schedule 2
ROPER INDUSTRIES, INC. EMPLOYEES' RETIREMENT SAVINGS 004 PLAN
Line 27(d) - Schedule of Reportable Transactions
(in thousands)
Year ended December 31, 1998
<TABLE>
<CAPTION>
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)
- -------------------------- --------------------------- -------- -------- ----------- ------ ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
* 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
</TABLE>
* Merrill Lynch and Roper Industries, Inc. are parties-in-interest to the Plan.
See accompanying independent auditors' report.
12
<PAGE>
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
<PAGE>
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
