EXHIBIT 99.3
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 THE DRESSER-RAND GROUP, INC.
, 200
To Our Clients:
Enclosed for your consideration are a 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"), relating to the
offer (the "Exchange Offer") by Dresser-Rand Group, Inc. (the "Company") 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 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.
The enclosed materials are being forwarded to you as the beneficial owner
of Outstanding Notes held by us for your account but not registered in your
name. A tender of such Outstanding Notes may only be made by us as the
registered holder and pursuant to your instructions. Therefore, the Company
urges beneficial owners of Outstanding Notes registered in the name of a broker,
dealer, commercial bank, trust company or other nominee to contact such
registered holder promptly if such beneficial owners wish to tender their
Outstanding Notes in the Exchange Offer.
Accordingly, we request instructions as to whether you wish to tender any
or all such Outstanding Notes held by us for your account, pursuant to the terms
and conditions set forth in the enclosed Prospectus and Letter of Transmittal.
We urge you to read carefully the Prospectus and the Letter of Transmittal
before instructing us as to whether or not to tender your Outstanding Notes.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to tender Outstanding Notes on your behalf in accordance with
the provisions of the Exchange Offer. 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 the Exchange Offer expires is referred to as
the "Expiration Date." Tenders of Outstanding Notes may be withdrawn at any time
prior to the Expiration Date.
IF YOU WISH TO HAVE US TENDER ANY OR ALL OF YOUR OUTSTANDING NOTES, PLEASE
SO INSTRUCT US BY COMPLETING, EXECUTING AND RETURNING TO US THE INSTRUCTION FORM
ON THE REVERSE HEREOF.
The accompanying Letter of Transmittal is furnished to you for your
information only and may not be used by you to tender Outstanding Notes held by
us and registered in our name for your account or benefit.
If we do not receive written instructions in accordance with the procedures
presented in the Prospectus and the Letter of Transmittal, we will not tender
any of the Outstanding Notes on your account.
Please carefully review the enclosed material as you consider the Exchange
Offer.
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INSTRUCTIONS TO REGISTERED HOLDER
FROM BENEFICIAL OWNER
OF
7 3/8% SENIOR SUBORDINATED NOTES DUE 2014
The undersigned hereby acknowledges receipt of the Prospectus dated
, 200 (as the same may be amended or supplemented from time to time,
the "Prospectus"), and a Letter of Transmittal (the "Letter of Transmittal"),
relating to the offer (the "Exchange Offer") by Dresser-Rand Group, Inc. (the
"Company") to exchange $1,000 in principal amount of the Company's new 7 3/8%
Senior Subordinated Notes due 2014 (the "Exchange Notes"), guaranteed by
Dresser-Rand Group, Inc. and certain subsidiaries of the Company (collectively,
the "Guarantors"), for each $1,000 in principal amount of outstanding 7 3/8%
Senior Subordinated Notes due 2014 (the "Outstanding Notes"), guaranteed by the
Guarantors, upon the terms and subject to the conditions set forth in the
Prospectus and Letter of Transmittal. Capitalized terms used but not defined
herein have the meanings ascribed to them in the Prospectus.
This will instruct you, the registered holder, as to the action to be taken
by you relating to the Exchange Offer with respect to the Outstanding Notes held
by you for the account of the undersigned.
The aggregate face amount of the Outstanding Notes held by you for the
account of the undersigned is (fill in amount):
$ of the Outstanding Notes.
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
[ ] To TENDER the following Outstanding Notes held by you for the account
of the undersigned (insert principal amount of Outstanding Notes to be
tendered, if any):
$ of the Outstanding Notes.
[ ] NOT to TENDER any Outstanding Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Outstanding 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 of the Outstanding Notes, including but not limited to the
representations that (i) the undersigned is acquiring the Exchange Notes in the
ordinary course of business of the undersigned, (ii) the undersigned is not
participating, does not intend to participate, and has no arrangement of
understanding with any person to participate, in the distribution of Exchange
Notes, (iii) the undersigned acknowledges that any person participating in the
Exchange Offer for the purpose of distributing the Exchange Notes must comply
with the registration and prospectus delivery requirements of the Securities Act
of 1933, as amended, in connection with any resale transaction of the Exchange
Notes acquired by such person and cannot rely on the position of the Staff of
the Securities and Exchange Commission set forth in certain no-action letters
(see the section of the Prospectus entitled "The Exchange Offer -- Resale of
Exchange Notes"), (iv) the undersigned understands that a secondary resale
transaction described in clause (iii) above should be covered by an effective
registration statement containing the selling securityholder information
required by Item 507 of Regulation S-K of the Commission, (v) the undersigned is
not an "affiliate," as defined in Rule 405 under the Securities Act, of the
Company, (vi) if the undersigned is not a broker-dealer, that it is not
participating in, does not intend to participate in, and has no arrangement or
understanding with any person to participate in, the distribution of Exchange
Notes and (vii) if the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Outstanding Notes that were acquired
as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Notes received in
respect of such Outstanding Notes pursuant to the Exchange Offer, however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed
to admit that it 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 Outstanding Notes.
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SIGN HERE
Dated
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2004
Signature(s)
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Print Name(s)
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Address:
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(PLEASE INCLUDE ZIP CODE)
Telephone Number
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(PLEASE INCLUDE AREA CODE)
Tax Identification Number
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(SOCIAL SECURITY NUMBER OR EMPLOYER IDENTIFICATION NUMBER)
My Account Number With You
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