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Dresser-Rand Group 8-K 2005

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

December 15, 2005

Date of Earliest Event Reported:

December 12 , 2005


Dresser-Rand Group Inc.


(Exact name of registrant as specified in its Charter)


Delaware

 

001-32586

 

20-1780492


 


 


(State or other jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

Paul Clark Drive, Olean, New York

 

14760


 


(Address of principal executive offices)

 

(Zip Code)

 

 

 

 

 

Registrant’s telephone number, including area code:  (716) 375-3000

Not Applicable


Former name or former address, if changed 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 (see General Instruction A.2. below):

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



TABLE OF CONTENTS

ITEM 7.01     REGULATION FD DISCLOSURE

 

 

ITEM 8.01     OTHER EVENTS

 

 

ITEM  9.01     FINANCIAL STATEMENTS AND EXHIBITS

 

 

SIGNATURES

 

 

EXHIBIT INDEX

 

          EXHIBIT 99.1

          EXHIBIT 99.2

 

 

2



Item 7.01

 

REGULATION FD DISCLOSURE

 

 

 

 

 

On December 15, 2005, Bradford W. Dickson, the Company’s Executive Vice President, New Equipment Worldwide, was a featured speaker at the Morgan Stanley Energy Conference in Houston, Texas.  A PowerPoint slide presentation used by Mr. Dickson and the text of his prepared remarks for this conference are attached as Exhibit 99.1 and Exhibit 99.2, respectively.

 

 

 

Item 8.01

 

OTHER EVENTS

 

 

 

 

 

On December 12, 2005, Dresser-Rand Group Inc. (the “Company”) determined that Kenneth W. Moore would continue to serve as a member of the Audit Committee of the Board of Directors of the Company.  The Audit Committee will now have five members, the majority of which are independent.

 

 

 

Item 9.01

 

FINANCIAL STATEMENTS AND EXHIBITS

 

 

 

 

(d)

Exhibits

 

 

99.1     PowerPoint Presentation for Morgan Stanley Energy Conference

 

 

99.2     Prepared Remarks of Bradford W. Dickson for Morgan Stanley Energy Conference

3



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 15, 2005

By:

/s/ Randy D. Rinicella

 

 


 

 

Randy D. Rinicella

 

 

Vice President, General Counsel and Secretary

4



DRESSER-RAND GROUP INC.

EXHIBIT INDEX

Exhibit No.

 

Subject Matter


 


99.1

 

PowerPoint Slide Presentation for Morgan Stanley Energy Conference

99.2

 

Prepared Remarks of Bradford W. Dickson for Morgan Stanley Energy Conference

5


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