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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 12g-3

July 19, 2007

Response of the Office of Chief Counsel
Division of Corporation Finance


Roper Industries, Inc.
Incoming letter dated June 29, 2007

Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings defined in your letter.

  • The reporting history of Roper under the 1934 Act may be taken into account to determine whether Holdco is eligible to use Form S-3 or Form S-8 under the 1933 Act, and to determine whether Holdco may furnish information in a Form S-4 under the 1933 Act in the manner permitted for a company that is eligible to use Form S-3, as contemplated by General Instruction B.1.a of Form S-4;
  • Without necessarily agreeing with your analysis, the Division will not object if Holdco, as successor to Roper, does not file new registration statements under the 1933 Act for ongoing offerings of securities covered by Roper's currently effective registration statements on Forms S-3 and S-8. Instead, Holdco may adopt Roper's registration statements pursuant to Rule 414 under the 1933 Act by filing post-effective amendments to those registration statements;
  • Roper's 1934 Act reporting history may be taken into account when determining Holdco's compliance with the current public information requirements of Rule 144(c)(1) under the 1933 Act;
  • Persons who receive Holdco Common Stock in exchange for Roper Common Stock may take into account the periods during which they held the Roper Common Stock for the purpose of calculating their holding periods for Holdco Common Stock pursuant to Rule 144(d) under the 1933 Act;
  • Average weekly reported trading volume in Roper Common Stock during the time periods specified by Rule 144(e)(1) may be taken into account in determining the limitations on the amount of securities that may be sold pursuant to Rule 144(e);
  • The Merger will be a succession for purposes of Rule 12g-3(a) under the 1934 Act and Holdco will be a large accelerated filer for purposes of Rule 12b-2 under the 1934 Act; and
  • Persons who have filed statements on Schedule 13D or 13G under the 1934 Act reporting beneficial ownership of Roper Common Stock will not be required to file additional or amended statements on Schedule 13D or 13G as a result of the Merger, provided that they note in their next subsequent filings on Schedule 13D or 13G that Holdco is the successor to Roper.

These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.


William A. Hines
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 07/25/2007