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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, 1999.
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 003 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.
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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 003 Plan (the "Plan") as
of December 31, 1999 and the related statement of changes in net assets
available for benefits for the year ended December 31, 1999. These financial
statements and schedule referred to below are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. The statement of net assets available for
benefits as of December 31, 1998 and the statement of changes in net assets
available for benefits for the year ended December 31, 1998 were audited by
other auditors whose report dated April 19, 1999 expressed an unqualified
opinion on those statements.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. 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, 1999 and the changes in net assets available for benefits for the
year ended December 31, 1999 in conformity with accounting principles generally
accepted in the United States.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes as of December 31, 1999 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule as of December 31, 1999 has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
Arthur Andersen LLP
June 16, 2000
Atlanta, Georgia
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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 003 Plan (the "Plan") as
of December 31, 1998 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 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, 1998 and the changes in net assets available for benefits for the
year ended December 31, 1998 in conformity with generally accepted accounting
principles.
KPMG LLP
April 19, 1999
Atlanta, Georgia
3
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ROPER INDUSTRIES, INC.
EMPLOYEES' RETIREMENT SAVINGS 003 PLAN
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
(in thousands)
1999 1998
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Investments, including cash $65,760 $49,927
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Contributions receivable:
Participant withholdings 250 332
Employer matching 267 331
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517 663
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Net assets available for benefits $66,277 $50,590
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See accompanying notes to financial statements.
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ROPER INDUSTRIES, INC.
EMPLOYEES' RETIREMENT SAVINGS 003 PLAN
Statements of Changes in Net Assets Available for Benefits
For the years ended December 31, 1999 and 1998
(in thousands)
1999 1998
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Additions:
Investment income:
Net appreciation in fair
value of investments $13,024 $ 1,585
Dividends 2,013 2,488
Interest 75 70
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15,112 4,143
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Contributions:
Participant rollovers 297 1,103
Participant withholdings 2,920 2,918
Employer matching 2,729 2,868
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5,946 6,889
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Total additions 21,058 11,032
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Deductions:
Benefits paid to participants 5,363 3,135
Administrative expenses 7 3
Other 1 110
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Total deductions 5,371 3,248
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Net increase 15,687 7,784
Net assets available for benefits:
Beginning of year 50,590 42,806
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End of year $66,277 $50,590
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See accompanying notes to financial statements.
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ROPER INDUSTRIES, INC.
EMPLOYEES' RETIREMENT SAVINGS 003 PLAN
Notes to Financial Statements
December 31, 1999 and 1998
1. Plan Description
The following description of the Roper Industries, Inc. Employees' Retirement
Savings 003 Plan (the "Plan") provides only general information. Participants
should refer to the plan agreement for a more complete description of the
Plan's provisions.
General
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The Plan, sponsored by Roper Industries, Inc. (the "Company"), is a defined
contribution retirement savings plan subject to certain provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"), as amended. All
assets of the Plan are held, administered and invested by its trustee.
Effective September 1, 1999, Scudder Kemper Retirement Services ("Scudder")
replaced Merrill Lynch Trust Company ("Merrill Lynch") as trustee for the
Plan.
Effective January 1, 1999, the Plan adopted Statement of Position ("SOP")
99-3 - Accounting and Reporting of Certain Defined Contribution Plan
Investments and Other Disclosure Matters. SOP 99-3 established new
disclosure requirements for defined contribution plans.
Eligibility
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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. New employees of the Company
resulting from certain mergers and acquisitions are credited for service
with the prior company for eligibility and vesting purposes.
Participant Contributions
-------------------------
Participants may make contributions in 1% increments of their eligible
compensation, within the range of 1% to 25%, for each payroll period in the
form of (i) before-tax contributions (15% maximum), (ii) after-tax
contributions or (iii) a combination of before-tax and after-tax
contributions. Total participant contributions during the Plan's fiscal
year may not exceed the ceiling established by the Internal Revenue Service
($10,000 for 1999). A participant may withdraw all or part of after-tax
contributions after filing a written application. Participants may change
their rate of contributions up to four times per year.
Employer Contributions
----------------------
The Company contributes an amount equal to 3% of each participant's
eligible compensation, matches 100% of the first 3% of a participant's
compensation contributed to the Plan and matches 50% of the second 3% of a
participant's compensation contributed to the Plan. Employer contributions
are also limited by guidelines established by the Internal Revenue Service.
Employer contributions can only be based on the first $160,000 of
participant compensation in 1999.
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.
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ROPER INDUSTRIES, INC.
EMPLOYEES' RETIREMENT SAVINGS 003 PLAN
Notes to Financial Statements
December 31, 1999 and 1998
Investment Options
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Each participant may elect to have contributions invested in any of the
investment funds offered by the Plan. Effective September 1, 1999, these
investment choices consisted of Roper Industries, Inc. common stock,
Scudder Balanced Fund, Scudder Growth and Income Fund, Scudder
International Fund, Scudder Large Company Growth Fund, Scudder Stable Value
Fund, Scudder Stock Index Fund, INVESCO Dynamics Fund, Janus Worldwide
Fund, Managers Special Equity Fund and PIMCO Total Return Fund. From
January 1, 1998 through August 31, 1999, these investment choices consisted
of Roper Industries, Inc. common stock, Merrill Lynch Retirement
Preservation Trust, Merrill Lynch Equity Index Trust, MFS Emerging Growth
Fund, AIM Value Fund, Templeton Foreign Fund, Merrill Lynch Capital Fund,
Merrill Lynch Basic Value Fund and Merrill Lynch Corporate Bond Fund.
Benefit Payments
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Upon separation of service, as defined by the Plan, participants may
generally elect to receive their vested account balances in either a lump-
sum payment or several forms of periodic installments. If vested account
balances are less than $5,000, participants will automatically receive a
lump-sum distribution.
Vesting
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Participants are immediately vested in their 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%.
Termination
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The Company may terminate, or partially terminate, the Plan or discontinue
employer 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.
Forfeitures
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All forfeitures by participants, as defined by the Plan, are retained in
the Plan and are used to pay Plan expenses and reduce employer
contributions. The Plan applied forfeited nonvested amounts of $156,000
and $103,000 against employer contributions during the years ended December
31, 1999 and 1998, respectively.
Participant Loans
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Participants may borrow up to the lesser of 50% of their vested account
balance, 100% of the participant-contributed portion of their total account
balance or $50,000. Generally, loans must be repaid within five years.
The interest rate on such loans is 1 1/2 percentage points higher than the
prime interest rate at the inception of the loan. A participant may have
only one loan outstanding at any time. There is generally a 30-day waiting
period between loans.
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ROPER INDUSTRIES, INC.
EMPLOYEES' RETIREMENT SAVINGS 003 PLAN
Notes to Financial Statements
December 31, 1999 and 1998
2. Summary of Significant Accounting Policies
Basis of Accounting
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The accompanying financial statements have been prepared on the accrual
basis of accounting. Certain reclassifications have been made to the 1998
financial statements to be consistent with the current presentation.
Use of Estimates
----------------
Management 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.
Investments
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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. Participant loans are stated at the unpaid
balances on individual participant accounts, which approximate fair value.
Purchases and sales of investments are recorded on a trade-date basis.
In the statement of changes in net assets available for benefits, net
appreciation in fair value of investments includes realized gains or losses
and the unrealized appreciation or depreciation of those investments.
In-kind distributions of Plan assets are recorded at cost.
The Company has multiple plans, including the Plan, covering its employees.
Each subsidiary's employees generally participate in only a single plan.
Participants transferring between companies and between plans are reported
as a distribution by one plan and a rollover contribution by the other
plan. Such transactions affecting the Plan during the years ended December
31, 1999 and 1998 were immaterial.
Expenses
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The Company pays substantially all administrative expenses of the Plan.
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ROPER INDUSTRIES, INC.
EMPLOYEES' RETIREMENT SAVINGS 003 PLAN
Notes to Financial Statements
December 31, 1999 and 1998
3. Investments
Investments that represented 5% or more of the Plan's net assets at December
31, 1999 or 1998 were as follows (in thousands):
1999 1998
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Scudder Large Company Growth Fund $18,811 $ -
Scudder Stable Value Fund 17,093 -
Roper Industries, Inc. common stock 9,033 6,317
Scudder Balanced Fund 6,445 -
INVESCO Dynamics Fund 4,718 -
Scudder Stock Index Fund 3,571 -
AIM Value Fund - 14,957
Merrill Lynch Retirement Preservation Trust - 12,718
Merrill Lynch Capital Fund - 6,385
The Plan's investments (including gains and losses on investments bought and
sold as well as held during the year) appreciated (depreciated) as follows
for the years ended December 31, 1999 and 1998 (in thousands):
1999 1998
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Investments, at fair value:
Mutual funds $ 7,533 $ 2,993
Common trust funds 487 393
Common stock 5,004 (1,801)
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$13,024 $ 1,585
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4. Income Tax Status
The latest determination letter applied to the Plan related to an amendment
dated October 29, 1987, in which the Internal Revenue Service stated that the
Plan, as then designed, was in compliance with the applicable requirements of
the Internal Revenue Code for qualified plans. The Plan has been amended
since receiving the aforementioned determination letter. However, the Company
believes that the Plan is currently designed and administered in compliance
with applicable requirements of the Internal Revenue Code. Therefore, the
Company believes that the Plan was qualified and the related trust was tax-
exempt as of December 31, 1999 and continues to be tax-exempt.
5. Related Party Transactions
Certain Plan investments are, or were, shares of mutual funds or common trust
funds managed by Scudder or Merrill Lynch. Scudder, and previously Merrill
Lynch, is, or was, the trustee as defined by the Plan, and therefore, these
transactions qualify as party-in-interest.
Certain Plan investments are shares of Roper Industries, Inc. common stock.
Roper Industries, Inc. is the sponsor of the Plan.
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Schedule 1
ROPER INDUSTRIES, INC. EMPLOYEES' RETIREMENT SAVINGS 003 PLAN
Schedule H, 4i - Schedule of Assets Held for Investment Purposes
December 31, 1999
(in thousands)
<TABLE>
<CAPTION>
Shares/ Current
Identity of issuer, borrower, lessor or similar party units value
----------------------------------------------------------- --------------- ---------------
<S> <C> <C>
Mutual funds:
* Scudder Balanced Fund 305 $ 6,445
* Scudder Growth and Income Fund 60 1,604
* Scudder International Fund 16 1,138
* Scudder Large Company Growth Fund 445 18,811
INVESCO Dynamics Fund 182 4,718
Janus Worldwide Fund 14 1,094
Managers Special Equity Fund 3 236
PIMCO Total Return Fund 103 1,017
Common trust funds:
* Scudder Stable Value Fund 17,093 17,093
* Scudder Stock Index Fund 87 3,571
Common stock:
* Roper Industries, Inc. common stock 239 9,033
Other:
Participant loans 881 881
</TABLE>
* Scudder and Roper Industries, Inc. are parties-in-interest to the Plan.
See accompanying independent auditors' report.
10
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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 003 Plan
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(Name of Plan)
By: Roper Industries, Inc., Plan Administrator
By: /s/ Martin S. Headley
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(Signature)
Martin S. Headley June 19, 2000
Vice President and Chief Financial Officer
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