Exhibit 99.4
Instructions to Registered Holder or DTC Participant
From Beneficial Owner
for
9-3/8% Senior Subordinated Notes due 2011
of
Dresser, Inc.
The undersigned hereby acknowledges receipt of the Prospectus, dated
_____________________ (the "Prospectus"), of Dresser, Inc., a Delaware
corporation (the "Company"), and the accompanying Letter of Transmittal (the
"Letter of Transmittal") that together constitute the Company's offer to
exchange (the "Exchange Offer") its new 9-3/8% Senior Subordinated Notes due
2011 (the "New Notes"), pursuant to an offering registered under the Securities
Act of 1933, as amended (the "Securities Act"), for a like principal amount of
its issued and outstanding 9-3/8% Senior Subordinated Notes due 2011 (the "Old
Notes"). Capitalized terms used but not defined herein have the meanings
assigned to them in the Prospectus and the Letter of Transmittal.
This will instruct you as to the action to be taken by you relating to
the Exchange Offer with respect to the Old Notes held by you for the account of
the undersigned.
The principal amount of the Old Notes held by you for the account of
the undersigned is (fill in amount):
$ ____________ principal amount of Old Notes.
With respect to the Exchange Offer, the undersigned hereby instructs
you (check appropriate box):
[ ] To TENDER the following principal amount of Old Notes held by
you for the account of the undersigned (insert amount of Old
Notes to be tendered, if any):
$___________ principal amount of Old Notes.
[ ] NOT to TENDER any Old Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Old Notes held by you
for the account of the undersigned, it is understood that you are authorized:
(a) to make, on behalf of the undersigned (and the
undersigned, by its signature below, hereby makes to you), the
representations and warranties contained in the Letter of Transmittal
that are to be made with respect to the undersigned as a beneficial
owner, including but not limited to the representations that (i) the
New Notes or book-entry interests therein to be acquired by the
undersigned (the "Beneficial Owner(s)") in connection with the Exchange
Offer are being acquired by the undersigned in the ordinary course of
business of the undersigned, (ii) the undersigned is not participating,
does not intend to participate, and has no arrangement or understanding
with any person to participate, in the distribution of the New Notes,
(iii) if the undersigned is a resident of the State of California, it
falls under the self-executing institutional investor exemption set
forth under Section 25102(i) of the Corporate Securities Law of 1968
and Rules 260.102.10 and 260.105.14 of the California Blue Sky
Regulations, (iv) if the undersigned is a resident of the Commonwealth
of Pennsylvania, it falls under the self-executing institutional
investor exemption set forth under Sections 203(c), 102(d) and (k) of
the Pennsylvania Securities Act of 1972, Section 102.111 of the
Pennsylvania Blue Sky Regulations and an interpretive
opinion dated November 16, 1985, (v) the undersigned acknowledges and
agrees that any person who is a broker-dealer registered under the
Securities Exchange Act of 1934, as amended, or is participating in the
Exchange Offer for the purpose of distributing the New Notes must
comply with the registration and prospectus delivery requirements of
the Securities Act in connection with a secondary resale transaction of
the New Notes or interests therein acquired by such person and cannot
rely on the position of the staff of the Commission set forth in
certain no-action letters, (vi) the undersigned understands that a
secondary resale transaction described in clause (v) above and any
resales of New Notes or interests therein obtained by such holder in
exchange for Old Notes or interests therein originally acquired by such
holder directly from the Company should be covered by an effective
registration statement containing the selling security holder
information required by Item 507 or Item 508, as applicable, of
Regulation S-K of the Commission and (vii) the undersigned is not an
"affiliate," as defined in Rule 405 under the Securities Act, of the
Company. Upon a request by the Company, a holder or beneficial owner
will deliver to the Company a legal opinion confirming its
representation made in clause (vii) above. If the undersigned is a
broker-dealer (whether or not it is also an "affiliate") that will
receive New Notes for its own account pursuant to the Exchange Offer,
the undersigned represents that the Old Notes to be exchanged for the
New Notes were acquired by it as a result of market-making activities
or other trading activities, and acknowledges that it will deliver a
prospectus meeting the requirements of the Securities Act in connection
with any resale of such New Notes; however, by so acknowledging and by
delivering a prospectus, the undersigned does not and will not be
deemed to admit that is an "underwriter" within the meaning of the
Securities Act;
(b) to agree, on behalf of the undersigned, as set forth in
the Letter of Transmittal; and
(c) to take such other action as necessary under the
Prospectus or the Letter of Transmittal to effect the valid tender of
such Old Notes.
SIGN HERE
Name of Beneficial Owner(s):
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Signature(s):
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Name(s):
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(PLEASE PRINT):
Address:
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Telephone Number:
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Taxpayer Identification or Social Security Number:
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Date:
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