As filed with the Securities and Exchange Commission on June 30, 2015
Registration No. 333-187628
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Post-Effective Amendment No. 1 to
Form S-3 Registration Statement
UNDER THE SECURITIES ACT OF 1933
______________________
DRESSER-RAND GROUP INC.
(Exact name of Registrant as specified in its charter)
______________________
| Delaware | 20-1780492 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| West8 Tower, Suite 1000 | 112 Avenue Kleber |
| 10205 Westheimer Rd. | 75784 Cedex 16, Paris, France |
| Houston, Texas 77042 | 33 156 267171 |
| (713) 354-6100 |
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
and subsidiary guarantors
Dresser-Rand LLC
Dresser-Rand Power LLC
Dresser-Rand Company
Dresser-Rand Global Services, Inc.
D-R Steam LLC
DR Acquisition LLC
(Exact name of registrants as specified in their respective charters)
| Delaware | 20-2216392 | |||
| Delaware | West8 Tower, Suite 1000 | 112 Avenue Kleber | 74-1716222 | |
| New York | 10205 Westheimer Rd. | 75784 Cedex 16, Paris, France | 20-1897619 | |
| Delaware | Houston, Texas 77042 | 33 156 267171 | 22-3845135 | |
| Delaware | (713) 354-6100 | 20-3384295 | ||
| Texas | (Address of principal executive offices) | 26-2242280 | ||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||
______________________
Mark F. Mai
Vice President, General Counsel and Secretary
West8 Tower, Suite 1000
10205 Westheimer Rd.
Houston, Texas 77042
(713) 354-6100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
______________________
Copies to:
Robyn E. Zolman
Gibson, Dunn & Crutcher LLP
1801 California Street, Suite 4200
Denver, CO 80202-2642
(303) 298-5700
______________________
Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box: þ
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
______________________
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer þ | Accelerated filer ¨ | |
| Non-accelerated filer ¨ | Smaller reporting company¨ | |
| (Do not check if a smaller reporting company) |
______________________
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration No. 333-187628 filed on Form S-3 (the “Registration Statement”) by Dresser-Rand Group Inc. (the “Company”), Dresser-Rand LLC, Dresser-Rand Power LLC, Dresser-Rand Company, Dresser-Rand Global Services, Inc., D-R Steam LLC and DR Acquisition LLC (collectively, the “Guarantors” and together with the Company, the “Registrants”) with the Securities and Exchange Commission on March 29, 2013, which registered (i) an indeterminate number of Debt Securities, Preferred Stock (par value $0.01 per share), Depositary Shares, Common Stock (par value $0.01 per share), Warrants, Stock Purchase Contracts and Stock Purchase Units of the Company, (ii) Guarantees of Debt Securities by the Guarantors and (iii) Units comprising one or more classes of securities above.
On June 30, 2015, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 21, 2014, among the Company, Siemens Energy, Inc. (“Siemens”), and Dynamo Acquisition Corporation, a wholly-owned subsidiary of Siemens (“Merger Sub”), Merger Sub merged with and into the Company, with the Company being the surviving entity and becoming a wholly-owned subsidiary of Siemens (the “Merger”).
In connection with the Merger, the offerings pursuant to the Registration Statement have been terminated. The Registrants hereby remove from registration any of the securities of the Registrants registered under the Registration Statement that remain unsold under the Registration Statement as of the filing date of this Post-Effective Amendment No. 1.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the Registrants certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 30, 2015.
| DRESSER-RAND GROUP INC. | |||
| By: | /s/ Mark F. Mai | ||
| Name: | Mark F. Mai | ||
| Title: | Vice President, General Counsel and Secretary | ||
| DRESSER-RAND LLC | |||
| By: | /s/ Robert J. Saltarelli | ||
| Name: | Robert J. Saltarelli | ||
| Title: | Vice President and Treasurer | ||
| DRESSER-RAND POWER LLC | |||
| By: | /s/ Robert J. Saltarelli | ||
| Name: | Robert J. Saltarelli | ||
| Title: | Vice President and Treasurer | ||
| DRESSER-RAND COMPANY | |||
| By: | /s/ Robert J. Saltarelli | ||
| Name: | Robert J. Saltarelli | ||
| Title: | Vice President and Treasurer | ||
| DRESSER-RAND GLOBAL SERVICES, INC. | |||
| By: | /s/ Robert J. Saltarelli | ||
| Name: | Robert J. Saltarelli | ||
| Title: | Vice President and Treasurer | ||
| D-R Steam LLC | |||
| By: | /s/ Robert J. Saltarelli | ||
| Name: | Robert J. Saltarelli | ||
| Title: | Vice President and Treasurer | ||
| DR Acquisition LLC | |||
| By: | /s/ Robert J. Saltarelli | ||
| Name: | Robert J. Saltarelli | ||
| Title: | Vice President and Treasurer | ||
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933.
