UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report | December 15, 2005 |
Date of Earliest Event Reported: | December 12 , 2005 |
Dresser-Rand Group Inc. |
(Exact name of registrant as specified in its Charter) |
Delaware |
| 001-32586 |
| 20-1780492 |
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(State or other jurisdiction |
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Paul Clark Drive, Olean, New York |
| 14760 | ||
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (716) 375-3000
Not Applicable |
Former name or former address, if changed since last report |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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TABLE OF CONTENTS
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EXHIBIT 99.1 | |
EXHIBIT 99.2 | |
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| REGULATION FD DISCLOSURE | |
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| On December 15, 2005, Bradford W. Dickson, the Company’s Executive Vice President, New Equipment Worldwide, was a featured speaker at the Morgan Stanley Energy Conference in Houston, Texas. A PowerPoint slide presentation used by Mr. Dickson and the text of his prepared remarks for this conference are attached as Exhibit 99.1 and Exhibit 99.2, respectively. |
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| OTHER EVENTS | |
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| On December 12, 2005, Dresser-Rand Group Inc. (the “Company”) determined that Kenneth W. Moore would continue to serve as a member of the Audit Committee of the Board of Directors of the Company. The Audit Committee will now have five members, the majority of which are independent. |
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| FINANCIAL STATEMENTS AND EXHIBITS | |
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| (d) | Exhibits |
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| 99.1 PowerPoint Presentation for Morgan Stanley Energy Conference |
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| 99.2 Prepared Remarks of Bradford W. Dickson for Morgan Stanley Energy Conference |
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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.
| DRESSER-RAND GROUP INC | |
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Date: December 15, 2005 | By: | /s/ Randy D. Rinicella |
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| Randy D. Rinicella |
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| Vice President, General Counsel and Secretary |
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DRESSER-RAND GROUP INC.
Exhibit No. |
| Subject Matter |
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99.1 |
| PowerPoint Slide Presentation for Morgan Stanley Energy Conference |
99.2 |
| Prepared Remarks of Bradford W. Dickson for Morgan Stanley Energy Conference |
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