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SEC 1344
(03-05) Persons who potentially are to respond to the collection of
information contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION -------------------------
Washington, D.C. 20549 OMB Number: 3235-0058
Expires: March 31, 2006
FORM 12b-25 Estimated average burden
hours per response...2.50
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NOTIFICATION OF LATE FILING SEC FILE NUMBER:
CUSIP NUMBER:
(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D
[ ] Form N-SAR [ ] Form N-CSR
For Period Ended: December 31, 2005
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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READ INSTRUCTION ON BACK PAGE SHEET BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
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Nothing in the form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
Dresser-Rand Group Inc.
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Full Name of Registrant
N/A
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Former Name if Applicable
1200 West Sam Houston Parkway, No.
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Address of Principal Executive Office (STREET AND NUMBER)
Houston, Texas 77043
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City, State and Zip Code
PART II - RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check appropriate box)
[ ] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report of
transition report on Form 10-Q or subject distribution report on Form
10-D or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR or the transition report or portion thereof, could not be
filed with the prescribed time period. (Attach Extra Sheets if Needed)
Dresser-Rand Group Inc. (the "Registrant") was unable to file its Annual
Report on Form 10-K for the year ended December 31, 2005 by March 31, 2006.
However, it intends to file its Form 10-K in the next few days. The delay was
primarily attributable to the Registrant's lack of sufficient accounting staff
and resources needed to address fully and properly all financial, accounting and
other issues arising in connection with the year-end financial close process,
while at the same time completing work on the Registrant's registration
statement on Form S-4 relating to its exchange offer for its existing senior
subordinated notes and continuing the process of finalizing the Registrant's
concurrent registration statement on Form S-1 relating to the secondary offering
requested by its financial sponsor pursuant to its registration rights
arrangement. This lack of sufficient accounting staff and resources, as well as
the Registrant's other material weaknesses in internal controls over financial
reporting previously disclosed in the Registrant's existing registration
statements, will be further discussed under Item 9A of the Form 10-K.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Leonard M. Anthony (713) 467-2221
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such reports been filed? If answer is no
identify report(s). [X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
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Dresser-Rand Group Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: April 3, 2006 By: /s/ Leonard M. Anthony
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Name: Leonard M. Anthony
Title: Executive Vice President and
Chief Financial Officer