Dresser-Rand Group 8-K 2011
Date of Report (Date of earliest event reported): May 4, 2011
Dresser-Rand Group Inc.
Registrants telephone number, including area code: (713) 354-6100 (Houston)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
On May 4, 2011, Dresser-Rand Group Inc. (the Company) filed a Current Report on Form 8-K (the Original Report) reporting that, on May 4, 2011, the Company completed, through a subsidiary, its acquisition (the Acquisition) of Grupo Guascor S.L., a Spanish Sociedad Limitad (GG).
This Form 8-K/A amends Item 9.01 of the Original Report to provide GGs audited consolidated financial statements for the year ended December 31, 2010 and the unaudited pro forma consolidated financial information related to the Acquisition as required by Items 9.01(a) and 9.01(b) of Form 8-K.
Except for the filing of the financial information required under Item 9.01, this Form 8-K/A does not amend or update any other information contained in the Original Report. The information previously reported in the Original Report is hereby incorporated herein by reference.
CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS
Information set forth in this filing contains financial estimates and other forward-looking statements that are subject to risks and uncertainties, and actual results may differ materially. A discussion of factors that may affect future results is contained in the Companys filings with the Securities and Exchange Commission. The Company disclaims any obligation to update or revise statements contained in this filing based on new information or otherwise, except as required by applicable law.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The GG audited consolidated financial statements for the year ended December 31, 2010 are attached to this Form 8-K/A as Exhibit 99.1 and incorporated herein by reference.
(b) Pro forma financial information.
Unaudited pro forma consolidated financial information related to the Acquisition is attached to this Form 8-K/A as Exhibit 99.2 and incorporated herein by reference.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DRESSER-RAND GROUP INC.