EXHIBIT 99.2
DRESSER-RAND GROUP, INC.
OFFER TO EXCHANGE
NEW 7 3/8% SENIOR SUBORDINATED NOTES DUE 2014
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
FOR
ALL OUTSTANDING 7 3/8% SENIOR SUBORDINATED NOTES DUE 2014
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 2005, UNLESS EXTENDED BY DRESSER-RAND GROUP, INC.
, 200
To Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees:
As described in the enclosed Prospectus, dated , 200 (as the same
may be amended or supplemented from time to time, the "Prospectus"), and form of
Letter of Transmittal (the "Letter of Transmittal"), Dresser-Rand Group, Inc.
(the "Company") is offering to exchange $420,000,000 aggregate principal amount
of the Company's 7 3/8% Senior Subordinated Notes due 2014, guaranteed by
certain subsidiaries of the Company (collectively, the "Guarantors"), that have
been registered under the Securities Act of 1933, as amended (the "Securities
Act") (collectively, the "Exchange Notes"), for any and all of its outstanding
7 3/8% Senior Subordinated Notes due 2014 (collectively, the "Outstanding
Notes"), guaranteed by the Guarantors, in integral multiples of $1,000 (the
"Exchange Offer"). The terms of the Exchange Notes are identical in all material
respects (including principal amount, interest rate and maturity) to the terms
of the Outstanding Notes for which they may be exchanged pursuant to the
Exchange Offer, except that the Exchange Notes are freely transferable by
holders thereof (except as provided in the Letter of Transmittal or in the
Prospectus) and are not subject to any covenant regarding registration under the
Securities Act. The Outstanding Notes are unconditionally guaranteed (the
"Outstanding Guarantees") by the Guarantors on a senior subordinated basis, and
the Exchange Notes will be unconditionally guaranteed (the "New Guarantees") by
the Guarantors on a senior subordinated basis. Upon the terms and subject to the
conditions set forth in the Prospectus and the Letter of Transmittal, the
Guarantors offer to issue the New Guarantees with respect to all Exchange Notes
issued in the Exchange Offer in exchange for the Outstanding Guarantees of the
Outstanding Notes for which such Exchange Notes are issued in the Exchange
Offer.
Throughout this letter, unless the context otherwise requires, references
to the "Exchange Offer" include the Guarantors' offer to exchange the New
Guarantees for Outstanding Guarantees, references to the "Exchange Notes"
include the related New Guarantees and references to the "Outstanding Notes"
include the related Outstanding Guarantees.
The Company will accept for exchange any and all Outstanding Notes properly
tendered according to the terms of the Prospectus and the Letter of Transmittal.
Consummation of the Exchange Offer is subject to certain conditions described in
the Prospectus.
WE ARE ASKING YOU TO CONTACT YOUR CLIENTS FOR WHOM YOU HOLD OUTSTANDING
NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE OR WHO HOLD
OUTSTANDING NOTES REGISTERED IN THEIR OWN NAMES.
The Company will not pay any fees or commissions to you for soliciting
tenders of Outstanding Notes pursuant to the Exchange Offer. However, you will
be reimbursed by the Company for customary and reasonable mailing and handling
expenses incurred by you in forwarding the enclosed materials to your clients,
including the reasonable expenses of overnight courier services. The Company
will pay all transfer taxes, if any, applicable to the tender of the Outstanding
Notes to it or its order, except as otherwise provided in the Prospectus and
Letter of Transmittal.
For your information and for forwarding to your clients for whom you hold
the Outstanding Notes held of record in your name or in the name of your
nominee, enclosed are copies of the following documents:
1. The Prospectus;
2. The Letter of Transmittal for your use and for the information of
your clients, together with a Substitute Form W-9 and Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9
(providing information relating to U.S. federal income tax backup
withholding);
3. A form of Notice of Guaranteed Delivery; and
4. A printed form of letter, including a Letter of Instructions, which
you may use to correspond with your clients for whose accounts you hold
Outstanding Notes held of record in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions
regarding the Exchange Offer.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE TO OBTAIN THEIR
INSTRUCTIONS.
The Exchange Offer will expire at 5:00 p.m., New York City time, on
, 2005 unless the Exchange Offer is extended by the Company. the time
at which the Exchange Offer expires is referred to as the "Expiration Date."
Tendered Outstanding Notes may be withdrawn, subject to the procedures described
in the Prospectus, at any time prior to 5:00 p.m. on the Expiration Date.
To participate in the Exchange Offer, certificates for Outstanding Notes,
or a timely confirmation of a book-entry transfer of such Outstanding Notes into
the Exchange Agent's account at The Depository Trust Company, together with a
duly executed and properly completed Letter of Transmittal or facsimile thereof,
with any required signature guarantees, and any other required documents, must
be received by the Exchange Agent by the Expiration Date as indicated in the
Letter of Transmittal and the Prospectus.
If holders of the Outstanding Notes wish to tender, but it is impracticable
for them to forward their Outstanding Notes prior to the Expiration Date or to
comply with the book-entry transfer procedures on a timely basis, a tender may
be effected by following the guaranteed delivery procedures described in the
Prospectus, under "The Exchange Offer -- Guaranteed Delivery Procedures" and the
Letter of Transmittal.
Any inquiries you may have with respect to the Exchange Offer should be
addressed to Citibank, N.A., the Exchange Agent for the Exchange Offer, at their
address and telephone number set forth in the enclosed Prospectus and Letter of
Transmittal. Additional copies of the enclosed materials may be obtained from
the exchange agent.
Very truly yours,
DRESSER-RAND GROUP, INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON THE AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE
YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF
EITHER OF THEM IN CONNECTION WITH THE EXCHANGE OFFER, OTHER THAN THE DOCUMENTS
ENCLOSED HEREWITH AND THE STATEMENTS EXPRESSLY CONTAINED THEREIN.
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