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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of Earliest Event Reported): DECEMBER 21, 2006
DRESSER-RAND GROUP INC.
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(Exact name of registrant as specified in its Charter)
Delaware 001-32586 20-1780492
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(State or other jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
1200 W. Sam Houston Parkway N., Houston, Texas 77043
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 467-2221
Not Applicable
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Former name or former address, if changes since last report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
SIGNATURES
EXHIBIT INDEX
EX-99.1: PRESS RELEASE
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On December 21, 2006, Dresser-Rand Group Inc. (the "Company") issued a
press release announcing (a) a non-cash compensation expense in connection with
the recent sale of its common stock by D-R Interholding, LLC and (b) income and
earnings guidance for its fourth quarter ended December 31, 2006. A copy of the
press release is attached as Exhibit 99.1. All information in the press release
is furnished and shall not be deemed "filed" with the SEC for purposes of
Section 18 of the Exchange Act, or otherwise subject to the liability of that
Section, and shall not be deemed to be incorporated by reference into any filing
under the Securities Act or the Exchange Act, except to the extent registrant
specifically incorporates it by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
99.1 Press Release of Dresser-Rand Group Inc. dated December 21, 2006.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DRESSER-RAND GROUP INC.
(Registrant)
Date: December 21, 2006 By: /s/ LONNIE A. ARNETT
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Lonnie A. Arnett
Vice President, Controller and
Chief Accounting Officer
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EXHIBIT INDEX
EXHIBIT NO. SUBJECT MATTER
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99.1 Press Release of Dresser-Rand Group Inc. dated December 21, 2006.
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