UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number: 001-13927
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form 10-D [ ] Form N-SAR
For Period Ended: December 31, 2006
[ ] 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: _________________________
Read Instruction (on back page) Before Preparing Form. Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which notification relates:
PART I -- REGISTRANT INFORMATION
DRESSER-RAND GROUP INC.
Full Name of Registrant
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Former Name if Applicable
1200 West Sam Houston Parkway, North
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Address of Principal Executive Office (Street and Number)
Houston, Texas 77043
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City, State and Zip Code
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Part II. Rule 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 box if appropriate)
(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort
or expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR or
Form N-CSR, or portion thereof, will be filed on or before
the 15th calendar day following the prescribed
[X] due date; or the subject quarterly report or transition
report on Form 10-Q, 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.
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PART III. -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
Dresser-Rand Group Inc. (the "Registrant") was unable to file its Annual Report
on Form 10-K for the year ended December 31, 2006 by March 1, 2007 without
unreasonable effort and expense. The Registrant and its independent registered
public accounting firm are still in the process of completing their work
required in order for the Registrant's independent registered public accounting
firm to render its opinion on the Registrant's financial statements and internal
control over financial reporting. The Registrant continues to dedicate
significant resources to the audit of the financial statements, testing internal
control over financial reporting and preparing the 2006 Form 10-K. The
registrant currently anticipates filing its 2006 Form 10-K in the next few days
which would be before the extended deadline of March 16, 2007.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification Leornard M. Anthony (713) 973-5385
(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 report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(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 [X] 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.
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
thereunto duly authorized.
Date: March 1, 2007 By: /s/ Leonard M. Anthony
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Leonard M. Anthony,
Executive Vice President
and Chief Financial Officer
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).