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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): MARCH 1, 2007
DRESSER-RAND GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 001-32586 20-1780492
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
1200 W. Sam Houston Parkway N., Houston, Texas 77043
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (713) 467-2221
Check the appropriate box below if the Form 8-K 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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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On March 1, 2007, Dresser-Rand Group Inc. (the "Company") issued a press release
announcing its unaudited financial results for its fourth quarter and fiscal
year ended December 31, 2006. A copy of the press release is attached as Exhibit
99.1 to this report. 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 incorporated
it by reference.
ITEM 7.01. REGULATION FD DISCLOSURE
The information set forth in Item 2.02. Results of Operations and Financial
Condition, including the exhibit referred to therein, is incorporated herein by
reference.
The information contained in this Item 7.01 and Exhibit 99.1 attached hereto
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
incorporated it by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits. The following exhibit is furnished with this Form 8-K:
EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated March 1, 2007.
The information contained in Exhibit 99.1 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 incorporated it by reference.
This report may contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Although the Company believes
that such statements are based on reasonable assumptions, these forward-looking
statements are subject to numerous factors, risks and uncertainties that could
cause actual outcomes and results to be materially different from those
projected. These and other risks are discussed in greater detail in the
Company's filings with the Securities and Exchange Commission. Actual results,
performance or achievements could differ materially from those expressed in, or
implied by, the forward-looking statements. The Company can give no assurances
that any of the events anticipated by the forward-looking statements will occur
or, if any of them does, what impact they will have on results of operations and
financial condition. The Company undertakes no obligation to update or revise
forward-looking statements, which may be made to reflect events or circumstances
that arise after the date made or to reflect the occurrence of unanticipated
events.
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SIGNATURE
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.
By: /s/Randy D. Rinicella
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Randy D. Rinicella
Vice President,
General Counsel and Secretary
DATED: March 1, 2007
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated March 1, 2007.
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