February 17, 2006
Mail Stop 6010
Leonard M. Anthony
Executive Vice President and Chief Financial Officer
Dresser-Rand Group, Inc.
Paul Clark Drive
Olean, New York 14760
Re: Dresser-Rand Group, Inc.
Registration Statement on Form S-4
Filed January 23, 2006
File No. 333-131212
Registration Statement on Form S-1
Filed January 26, 2006
File No. 333-131300
Dear Mr. Anthony:
We have limited our review of your filing to those issues we
have addressed in our comments. Where indicated, we think you
should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. All references below to our prior comments refer to those
comments
that we issued in our letter to you dated March 11, 2005
concerning
your Form S-4 registration statement originally filed on February
11,
2005 (File No. 333-122757).
Risk Factors, page 19
2. We note that the disclosure regarding your contacts with
countries
identified as terrorist-sponsoring states in the risk factor
headed
"Economic, political and other risks associated with international
sales and operations could adversely affect our business." in your
S-
1 and S-4 filed on January 26, 2006, differs from the disclosure
under the same heading on page 17 of your prospectus filed
pursuant
to Rule 424(b)(4) on August 8, 2005. The phrases "which may have
a
material adverse effect on the valuation of our stock" and "that
may
have a material adverse effect on the price of our shares" are not
included in the second paragraph of the current disclosure
regarding
your contacts with such countries. Please advise us of the
reasons
you deleted these phrases from your disclosure. In this regard,
we
note that, subsequent to your Rule 424(b)(4) filing, California
and
Oregon have also adopted provisions relating to the investment of
state funds in companies that do business in Sudan, and Dartmouth
College has determined not to invest in specified companies with
business ties to Sudan.
3. We note your response to our prior comment 5. However, the
disclosure that you provided in your Form S-1 registration
statement
(File No. 333-124963) in response to such comment does not
appear
in the summary of the Form S-4 registration statement. Please
provide the applicable disclosure.
Executive Compensation, page 100
4. We note your response to our prior comment 52. Please add
compensation disclosure for the fiscal year just completed.
No Personal Liability, page 153
5. We note your response to our prior comment 66. Please provide
a
detailed legal analysis of how you believe this "consideration for
the issuance of the notes" is consistent with the Exxon Capital
line
of no-action letters.
Note 24, Supplemental Guarantor Financial Information, page F-45
and
F-67
6. We note your response to our prior comment 83. Please clarify
which subsidiaries are non-guarantors.
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date
Please contact Jay Mumford at (202) 551-3637 or me at 202-
551-
3444 with any questions.
Sincerely,
Perry Hindin
Special Counsel
cc: Edward P. Tolley, III, Esq.