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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to
SEC Filings (Chronological Order)
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July 13, 2015 15-12B

DRC FORM 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF THE DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-32586 Dresser-Rand Group Inc. (Exact name of registrant as specifie

July 1, 2015 POSASR

DRC POST-EFFECTIVE AMENDMENT

As filed with the Securities and Exchange Commission on June 30, 2015 Registration No.

June 30, 2015 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): June 29, 2015 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 F

June 30, 2015 EX-3.1

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION DRESSER-RAND GROUP INC.

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DRESSER-RAND GROUP INC. FIRST: The name of the Corporation is Dresser-Rand Group Inc. (the “Corporation”). SECOND: The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, Delaware, 19801, and the name of its registered agent at such address is The Cor

June 30, 2015 S-8 POS

DRC POST-EFFECTIVE AMENDMENT TO S-8

S-8 POS 1 v414283s8pos.htm POST-EFFECTIVE AMENDMENT TO S-8 As filed with the Securities and Exchange Commission on June 30, 2015 Registration No. 333-128159 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 2 to Form S-8 Registration Statement UNDER THE SECURITIES ACT OF 1933 DRESSER-RAND GROUP INC. (Exact name of registrant as specified in its ch

June 30, 2015 EX-3.2

Amended and Restated BYLAWS Dresser-Rand Group Inc. (the “Corporation”) ARTICLE I

Exhibit 3.2 Amended and Restated BYLAWS OF Dresser-Rand Group Inc. (the “Corporation”) ARTICLE I Offices Section 1.01 Registered Office. The registered office of the Corporation shall be established and maintained at the office of The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware, 19801, and said corporation shall be the Registered Agent of this Corporation in charge thereof.

June 30, 2015 S-8 POS

DRC POST-EFFECTIVE AMENDMENT TO S-8

As filed with the Securities and Exchange Commission on June 30, 2015 Registration No.

June 29, 2015 8-K

Financial Statements and Exhibits, Other Events

8-K 1 v4142238k.htm FORM 8-K 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): June 29, 2015 Dresser-Rand Group Inc. (Exact name of registrant as specified in its Charter) Delaware 001-32586 20-1780492 (State or other jurisdiction of

June 29, 2015 EX-99.1

European Commission Cleared Proposed Merger between Dresser-Rand and Siemens Closing Scheduled for June 30, 2015

Exhibit 99.1 West8 Tower, Suite 1000 10205 Westheimer Road Houston, Texas 77042 www.dresser-rand.com For Immediate Release European Commission Cleared Proposed Merger between Dresser-Rand and Siemens Closing Scheduled for June 30, 2015 Houston, TX, June 29, 2015 ? Dresser-Rand Group Inc. (?Dresser-Rand? or the ?Company?) (NYSE: DRC), a global supplier of rotating equipment and aftermarket parts an

May 29, 2015 SD

DRC FORM SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT DRESSER-RAND GROUP INC. (Exact name of the registrant as specified in its charter) Delaware 001-32586 20-1780492 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) West 8 Tower, Suite 1000 10205 Westheimer Road Houston,

May 29, 2015 EX-1.01

Dresser-Rand Group Inc. Conflict Minerals Report For the Year Ended December 31, 2014

Exhibit 1.01 Dresser-Rand Group Inc. Conflict Minerals Report For the Year Ended December 31, 2014 Dresser-Rand Group Inc. (unless the context otherwise indicates, as used in this report, the terms “we,” “our,” “us,” the “Company,” “Dresser-Rand” and similar terms refer to Dresser-Rand Group Inc.) is filing this report because we believe that, or are unable to determine whether certain product(s)

May 8, 2015 10-Q

DRC 10-Q (Quarterly Report)

20150331 Q1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2015 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 001-32586 DRESSER-

April 29, 2015 10-K/A

DRC 10-K/A (Annual Report)

10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 2, 2015 EX-99.1

Dresser-Rand Reports Fourth Quarter and 2014 Results

Dresser-Rand Reports Fourth Quarter and 2014 Results Fourth Quarter Results Influenced by the Sudden Drop in Oil Prices and Certain One-time Items Announces Restructuring Plan Expected to Reduce Operating Costs Increased Operating Income Expected in 2015 on Stable Year-Over-Year Revenues HOUSTON, Feb.

March 2, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 27, 2015 Dresser-Rand Group Inc. (Exact name of registrant as specified in its Charter) Delaware 001-32586 20-1780492 (State or other jurisdiction of Incorporation) (Commissi

February 13, 2015 8-K

Financial Statements and Exhibits, Other Events

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): February 13, 2015 Dresser-Rand Group Inc. (Exact name of registrant as specified in its charter) Delaware 001-32586 20-1780492 (State or other jurisdiction of incorporation) Commissio

February 13, 2015 EX-99.1

European Commission Extends Review of Proposed Merger between Dresser-Rand and Siemens

European Commission Extends Review of Proposed Merger between Dresser-Rand and Siemens HOUSTON, Feb.

February 10, 2015 SC 13G/A

DRC / / VANGUARD GROUP INC Passive Investment

dresserrandgroupinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Dresser-Rand Group Inc Title of Class of Securities: Common Stock CUSIP Number: 261608103 Date of Event Which Requires Filing of this Statement: December 31, 2014 Check the appropria

January 29, 2015 SC 13G/A

DRC / / IRIDIAN ASSET MANAGEMENT LLC/CT Passive Investment

SC 13G/A 1 dresser13ga212312014.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Dresser-Rand Group Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 261608103 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropr

November 20, 2014 EX-99.1

Dresser-Rand Announces Stockholder Approval of Merger Agreement with Siemens

West8 Tower, Suite 1000 10205 Westheimer Road Houston, Texas 77042 www.dresser-rand.com For Immediate Release Dresser-Rand Announces Stockholder Approval of Merger Agreement with Siemens Houston, TX, November 20, 2014 – Dresser-Rand Group Inc. (“Dresser-Rand” or the “Company”) (NYSE: DRC), a global supplier of rotating equipment and aftermarket parts and services, announced today that, at a specia

November 20, 2014 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): November 20, 2014 Dresser-Rand Group Inc. (Exact name of registrant as specified in its charter) Delaware 001-32586 20-1780492 (State or other jurisdiction of incorporation) Commissio

November 17, 2014 DEFA14A

DRC / DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant T Filed by a Party other than the Registrant £ Check the appropriate box: £ Preliminary Proxy Statement £ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) £ Defin

November 17, 2014 8-K

Other Events

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): November 14, 2014 Dresser-Rand Group Inc. (Exact name of registrant as specified in its charter) Delaware 001-32586 20-1780492 (State or other jurisdiction of incorporation) (Commissi

November 4, 2014 DEFA14A

DRC / DEFA14A - - DEFA14A

DEFA14A 1 v392725defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as p

October 22, 2014 DEFM14A

DRC / DEFM14A - - DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 8, 2014 PREM14A

DRC / PREM14A - - PREM14A

PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 26, 2014 DEFA14A

DRC / DEFA14A - - DEFA14A

DEFA14A 1 v390121defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant T Filed by a Party other than the Registrant £ Check the appropriate box: £ Preliminary Proxy Statement £ Confidential, for Use of the Commission Only (as p

September 25, 2014 DEFA14A

DRC / DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant T Filed by a Party other than the Registrant £ Check the appropriate box: £ Preliminary Proxy Statement £ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) £ Defin

September 24, 2014 DEFA14A

DRC / DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant T Filed by a Party other than the Registrant £ Check the appropriate box: £ Preliminary Proxy Statement £ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) £ Defin

September 23, 2014 EX-3.1

CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK DRESSER-RAND GROUP INC.

EX-3.1 4 v389729ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK of DRESSER-RAND GROUP INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware, the undersigned officer of Dresser-Rand Group Inc., a corporation organized and existing under the General Corporation Law of the State of Del

September 23, 2014 EX-2.2

Dresser-Rand shall in no case have the right to receive payments in excess of any payment due and payable or that would become due and payable under the Merger Agreement. In any event, Dresser-Rand shall not have more rights than if Siemens Parent we

Exhibit 2.2 Dresser-Rand shall in no case have the right to receive payments in excess of any payment due and payable or that would become due and payable under the Merger Agreement. In any event, Dresser-Rand shall not have more rights than if Siemens Parent were the sole party of the Merger Agreement. Sincerely, /s/ Karl-Heinz Seibert Karl-Heinz Seibert Corporate Vice President Head of Mergers &

September 23, 2014 EX-2.2

Dresser-Rand shall in no case have the right to receive payments in excess of any payment due and payable or that would become due and payable under the Merger Agreement. In any event, Dresser-Rand shall not have more rights than if Siemens Parent we

EX-2.2 3 v389729ex2-2.htm EXHIBIT 2.2 Exhibit 2.2 Dresser-Rand shall in no case have the right to receive payments in excess of any payment due and payable or that would become due and payable under the Merger Agreement. In any event, Dresser-Rand shall not have more rights than if Siemens Parent were the sole party of the Merger Agreement. Sincerely, /s/ Karl-Heinz Seibert Karl-Heinz Seibert Corp

September 23, 2014 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among SIEMENS ENERGY, INC., DYNAMO ACQUISITION CORPORATION, DRESSER-RAND GROUP INC. Dated as of September 21, 2014 Table of Contents

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among SIEMENS ENERGY, INC., DYNAMO ACQUISITION CORPORATION, and DRESSER-RAND GROUP INC. Dated as of September 21, 2014 Table of Contents Page ARTICLE I THE MERGER Section 1.1 The Merger 1 Section 1.2 Closing 1 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 2 Section 1.5 Certificate of Incorporation and By-laws of the Surviving Corpora

September 23, 2014 8-A12B

DRC / 8-A12B - - 8-A12B

8-A12B 1 v3897888a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Dresser-Rand Group Inc. (Exact name of registrant as specified in its charter) Delaware 20-1780492 (State of incorporation or organization) (I.R.S. Employer Identif

September 23, 2014 EX-99.1

DRESSER-RAND SIGNS AGREEMENT TO SELL TO SIEMENS FOR APPOROXIMATELY $7.6 BILLION IN AN ALL CASH TRANSACTION

Exhibit 99.1 West8 Tower, Suite 1000 10205 Westheimer Road Houston, Texas 77042 www.dresser-rand.com For Immediate Release DRESSER-RAND SIGNS AGREEMENT TO SELL TO SIEMENS FOR APPOROXIMATELY $7.6 BILLION IN AN ALL CASH TRANSACTION · The agreement provides for an $83 per share price with additional per share cash consideration of $0.55 that shall be applied on the first day of each month starting Ma

September 23, 2014 EX-3.1

CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK DRESSER-RAND GROUP INC.

Exhibit 3.1 CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK of DRESSER-RAND GROUP INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware, the undersigned officer of Dresser-Rand Group Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordan

September 23, 2014 DEFA14A

DRC / DEFA14A - - FORM 8-K

DEFA14A 1 v3897298k.htm FORM 8-K 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): September 21, 2014 Dresser-Rand Group Inc. (Exact name of registrant as specified in charter) Delaware 001-32586 20-1780492 (State or other jurisdicti

September 23, 2014 EX-4.1

RIGHTS AGREEMENT DRESSER-RAND GROUP INC., COMPUTERSHARE INC, as Rights Agent, Dated as of September 22, 2014

Exhibit 4.1 RIGHTS AGREEMENT between DRESSER-RAND GROUP INC., and COMPUTERSHARE INC, as Rights Agent, Dated as of September 22, 2014 TABLE OF CONTENTS SECTION 1. Certain Definitions 1 SECTION 2. Appointment of Rights Agent 7 SECTION 3. Issuance of Rights Certificates 8 SECTION 4. Form of Rights Certificates 10 SECTION 5. Countersignature and Registration 11 SECTION 6. Transfer, Split-Up, Combinati

September 23, 2014 EX-99.1

DRESSER-RAND SIGNS AGREEMENT TO SELL TO SIEMENS FOR APPOROXIMATELY $7.6 BILLION IN AN ALL CASH TRANSACTION

Exhibit 99.1 West8 Tower, Suite 1000 10205 Westheimer Road Houston, Texas 77042 www.dresser-rand.com For Immediate Release DRESSER-RAND SIGNS AGREEMENT TO SELL TO SIEMENS FOR APPOROXIMATELY $7.6 BILLION IN AN ALL CASH TRANSACTION · The agreement provides for an $83 per share price with additional per share cash consideration of $0.55 that shall be applied on the first day of each month starting Ma

September 23, 2014 8-K

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): September 21, 2014 Dresser-Rand Group Inc. (Exact name of registrant as specified in charter) Delaware 001-32586 20-1780492 (State or other jurisdiction of incorporation) (Commission

September 23, 2014 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among SIEMENS ENERGY, INC., DYNAMO ACQUISITION CORPORATION, DRESSER-RAND GROUP INC. Dated as of September 21, 2014 Table of Contents

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among SIEMENS ENERGY, INC., DYNAMO ACQUISITION CORPORATION, and DRESSER-RAND GROUP INC. Dated as of September 21, 2014 Table of Contents Page ARTICLE I THE MERGER Section 1.1 The Merger 1 Section 1.2 Closing 1 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 2 Section 1.5 Certificate of Incorporation and By-laws of the Surviving Corpora

September 23, 2014 EX-4.1

RIGHTS AGREEMENT DRESSER-RAND GROUP INC., COMPUTERSHARE INC, as Rights Agent, Dated as of September 22, 2014

Exhibit 4.1 RIGHTS AGREEMENT between DRESSER-RAND GROUP INC., and COMPUTERSHARE INC, as Rights Agent, Dated as of September 22, 2014 TABLE OF CONTENTS SECTION 1. Certain Definitions 1 SECTION 2. Appointment of Rights Agent 7 SECTION 3. Issuance of Rights Certificates 8 SECTION 4. Form of Rights Certificates 10 SECTION 5. Countersignature and Registration 11 SECTION 6. Transfer, Split-Up, Combinati

August 4, 2014 EX-99.1

Dresser-Rand Reports Second Quarter 2014 Diluted EPS of $0.38

Dresser-Rand Reports Second Quarter 2014 Diluted EPS of $0.38 Includes Tax Effected Nonrecurring Charges of $0.07 Backlog Increased HOUSTON, Aug. 4, 2014 /PRNewswire/ - Results Summary (dollars in millions, except per share data): Three months ended June 30, Six months ended June 30, (Unaudited) 2014 2013 2014 2013 Total revenues $628.4 $805.3 $1,327.5 $1,571.7 Income from operations $66.3 $87.2 $

August 4, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 4, 2014 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

May 30, 2014 CORRESP

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May 30, 2014 VIA EDGAR CORRESPONDENCE Martin James Senior Assistant Chief Accountant Securities and Exchange Commission 100 F Street, NE Mail Stop 3030 Washington, DC 20549-7553 Re: Dresser Rand Group Inc.

May 30, 2014 SD

- FORM SD

SD 1 v380161sd.htm FORM SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT DRESSER-RAND GROUP INC. (Exact name of the registrant as specified in its charter) Delaware 001-32586 20-1780492 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) West 8 Tower, Suite 1000 102

May 30, 2014 EX-1.02

Conflict Minerals Report

Exhibit 1.02 Conflict Minerals Report Dresser-Rand Group Inc. (unless the context otherwise indicates, as used in this report, the terms “we,” “our,” “us,” the “Company,” “Dresser-Rand” and similar terms refer to Dresser-Rand Group Inc.) is filing this report because we believe that, or are unable to determine whether, certain product(s) that we manufacture and/or contract to manufacture contain t

May 8, 2014 EX-99.1

Dresser-Rand Assured of Access to Rolls-Royce Gas Turbines

Dresser-Rand Assured of Access to Rolls-Royce Gas Turbines HOUSTON, May 7, 2014 /PRNewswire/ - Dresser-Rand Group Inc.

May 8, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 v3776668k.htm FORM 8-K 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): May 7, 2014 Dresser-Rand Group Inc. (Exact name of registrant as specified in its Charter) Delaware 001-32586 20-1780492 (State or other jurisdiction of I

May 6, 2014 8-K

Submission of Matters to a Vote of Security Holders - CURRENT REPORT

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): May 6, 2014 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

May 2, 2014 EX-99.1

Dresser-Rand Reports First Quarter 2014 Diluted EPS of $0.22

Dresser-Rand Reports First Quarter 2014 Diluted EPS of $0.22 HOUSTON, May 1, 2014 /PRNewswire/ - Results Summary ($ in millions, except per share data): First Quarter 2014 2013 Total revenues $699.1 $766.4 Income from operations $40.2 $65.5 Interest expense, net ($13.0) ($14.3) Other income (expense), net $3.3 ($1.0) Income before income taxes $30.5 $50.2 Net income attributable to Dresser-Rand $1

May 2, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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): May 1, 2014 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 Fil

April 29, 2014 CORRESP

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April 29, 2014 VIA EDGAR CORRESPONDENCE Martin James Senior Assistant Chief Accountant Securities and Exchange Commission 100 F Street, NE Mail Stop 3030 Washington, DC 20549-7553 Re: Dresser Rand Group Inc.

March 24, 2014 DEFA14A

- DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

March 24, 2014 DEF 14A

- DEFINITIVE PROXY STATEMENT

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

March 14, 2014 10-K

DRC 10-K (Annual Report)

20dc9c4dc41d44c UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2013 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 001-32586 DRESSER-R

March 12, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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): March 12, 2014 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

March 12, 2014 EX-99.1

Dresser-Rand Achieves Full Year Record Sales and Earnings before the Draft Spanish Regulation

Dresser-Rand Achieves Full Year Record Sales and Earnings before the Draft Spanish Regulation Full Year Aftermarket Bookings at All-time High HOUSTON, March 12, 2014 /PRNewswire/ - Results Summary ($ in millions, except per share data): Fourth Quarter Year (Unaudited) (Unaudited) 2013 2012 2013 2012 Total revenues $827.

March 3, 2014 NT 10-K

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United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Check one):☒ Form 10-K☐ Form 20 F☐ Form 11 K☐ Form 10-Q☐ Form N-SAR☐ Form N-CSR For Period Ended: December 31, 2013 ☐ 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 N-SAR For the Tr

February 18, 2014 EX-99.1

Dresser-Rand Announces its Plan to Suspend Operations at its Pig Manure Treatment Facilities in Spain due to Proposed Spanish Regulation

Dresser-Rand Announces its Plan to Suspend Operations at its Pig Manure Treatment Facilities in Spain due to Proposed Spanish Regulation Expects to Achieve Record Sales and Earnings in the Fourth Quarter and Full Year of 2013 before the Possible Impact of the Proposed Spanish Regulation and Provides Preliminary Guidance for 2014 HOUSTON, Feb.

February 18, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

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): February 17, 2014 Dresser-Rand Group Inc. (Exact name of registrant as specified in its Charter) Delaware 001-32586 20-1780492 (State or other jurisdiction of Incorporation) (Commissi

February 12, 2014 SC 13G

DRC / / VANGUARD GROUP INC Passive Investment

dresserrandgroupinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Dresser-Rand Group Inc Title of Class of Securities: Common Stock CUSIP Number: 261608103 Date of Event Which Requires Filing of this Statement: December 31, 2013 Check the appropria

February 4, 2014 EX-10.3

DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR RESTRICTED STOCK UNITS

Exhibit 10.3 DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR RESTRICTED STOCK UNITS These Standard Terms and Conditions apply to any Award of restricted stock units granted to an employee or a nonemployee director of the Company under the Dresser-Rand Group Inc. 2008 Stock Incentive Plan, as amended (the “Plan”), on or after January 1, 2014, which are evidenced by a Grant Notice or an ac

February 4, 2014 EX-10.1

DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR EMPLOYEE NONQUALIFIED STOCK OPTIONS

EX-10.1 Exhibit 10.1 DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR EMPLOYEE NONQUALIFIED STOCK OPTIONS These Standard Terms and Conditions apply to any Options granted under the Dresser-Rand Group Inc. 2008 Stock Incentive Plan, as amended (the “Plan”), on or after January 1, 2014, which are identified as nonqualified stock options and are evidenced by a Grant Notice or an action of th

February 4, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 31, 2014 Dresser-Rand Group Inc. (Exact name of registrant as specified in its Charter) Delaware 001-32586 20-1780492 (State or other jurisdiction of Incorporation) (Commissio

February 4, 2014 EX-10.4

DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR PERFORMANCE RESTRICTED STOCK UNITS

EX-10.4 Exhibit 10.4 DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR PERFORMANCE RESTRICTED STOCK UNITS These Standard Terms and Conditions apply to any Award of performance restricted stock units granted to an employee of the Company under the Dresser-Rand Group Inc. 2008 Stock Incentive Plan (the “Plan”), on or after January 1, 2014, which are evidenced by a Grant Notice or an action o

February 4, 2014 EX-10.5

DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR STOCK APPRECIATION RIGHTS

EX-10.5 Exhibit 10.5 DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR STOCK APPRECIATION RIGHTS These Standard Terms and Conditions apply to any Stock Appreciation Rights (the “SARs”) granted under the Dresser-Rand Group Inc. 2008 Stock Incentive Plan, as amended (the “Plan”), on or after January 1, 2014, which are evidenced by a Grant Notice or an action of the Committee that specificall

February 4, 2014 EX-10.2

DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR RESTRICTED STOCK

EX-10.2 Exhibit 10.2 DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR RESTRICTED STOCK These Standard Terms and Conditions apply to any Award of restricted Common Shares (the “Restricted Shares”) granted to an employee of the Company under the Dresser-Rand Group Inc. 2008 Stock Incentive Plan, as amended (the “Plan”), on or after January 1, 2014, which are evidenced by a Grant Notice or a

February 4, 2014 SC 13G/A

DRC / / IRIDIAN ASSET MANAGEMENT LLC/CT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Dresser-Rand Group Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 261608103 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

January 31, 2014 SC 13G/A

DRC / / MASSACHUSETTS FINANCIAL SERVICES CO /MA/ - DRESSER-RAND GROUP INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 1)* Dresser-Rand Group Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 261608103 (CUSIP Number) 12/31/2013 (Date of Event Which Requires Filing of this Stat

November 1, 2013 EX-99.1

Dresser-Rand Reports Third Quarter 2013 Diluted EPS of $0.64

EX-99.1 2 v358899ex99-1.htm EXHIBIT 99.1 Dresser-Rand Reports Third Quarter 2013 Diluted EPS of $0.64 Reiterating Full Year Bookings Guidance 2013 Operating Income Expected to be at a Record Level HOUSTON, Oct. 31, 2013 /PRNewswire/ - Results Summary (dollars in millions, except per share data): Three months ended September 30, Nine months ended September 30, (Unaudited) 2013 2012 2013 2012 Total

November 1, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT

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): October 31, 2013 Dresser-Rand Group Inc. (Exact name of registrant as specified in its Charter) Delaware 001-32586 20-1780492 (State or other jurisdiction of Incorporation) (Commissio

October 3, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K

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): September 30, 2013 Dresser-Rand Group Inc. (Exact name of registrant as specified in its Charter) Delaware 001-32586 20-1780492 (State or other jurisdiction of Incorporation) (Commiss

October 3, 2013 EX-99.1

Dresser-Rand Increases Size and Lengthens Tenor of Senior Secured Credit Facility

West8 Tower 10205 Westheimer Road Houston, Texas 77042 www.dresser-rand.com For Immediate Release Dresser-Rand Increases Size and Lengthens Tenor of Senior Secured Credit Facility HOUSTON, September 30, 2013 – Dresser-Rand Group Inc. (“Dresser-Rand” or “the Company”) (NYSE: DRC), a global supplier of high-speed rotating equipment and service solutions, announced today that it has amended the Senio

August 9, 2013 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - 8-K

8-K 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): August 8, 2013 Dresser-Rand Group Inc. (Exact name of registrant as specified in its Charter) Delaware 001-32586 20-1780492 (State or other jurisdiction of Incorporation) (Commiss

August 9, 2013 EX-3.2

DRESSER-RAND GROUP INC. AMENDED AND RESTATED BY-LAWS ARTICLE I

EX-3.2 Exhibit 3.2 DRESSER-RAND GROUP INC. AMENDED AND RESTATED BY-LAWS ARTICLE I Offices SECTION 1.01 Registered Office. The Corporation shall maintain its registered office in the State of Delaware at The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The Corporation may also have offices in such other places in the United States or elsewhere as the Board of Directors

July 25, 2013 EX-99.1

Dresser-Rand Reports Second Quarter 2013 Diluted EPS of $0.69

Dresser-Rand Reports Second Quarter 2013 Diluted EPS of $0.69 Sales and Net Income Up 27% and 57%, respectively, compared to Prior Year HOUSTON, July 25, 2013 /PRNewswire/ - Results Summary (dollars in millions, except per share data): Three months ended June 30, Six months ended June 30, (Unaudited) 2013 2012 2013 2012 Total revenues $805.3 $635.8 $1,571.7 $1,297.6 Income from operations $87.2 $7

July 25, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

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): July 25, 2013 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 F

May 7, 2013 8-K

Submission of Matters to a Vote of Security Holders - 8-K

8-K 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): May 7, 2013 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

April 26, 2013 CORRESP

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RESPONSE LETTER April 26, 2013 VIA EDGAR CORRESPONDENCE Brian Cascio Securities and Exchange Commission 100 F Street, NE Mail Stop 3030 Washington, DC 20549-7553 Re: Dresser Rand Group Inc.

April 25, 2013 EX-99.1

Dresser-Rand Reports First Quarter 2013 Diluted EPS of $0.43 Sales and Net Income Up 16% and 39%, respectively, compared to Prior Year Reiterates Operating Income and Bookings Guidance for the Full Year

Dresser-Rand Reports First Quarter 2013 Diluted EPS of $0.43 Sales and Net Income Up 16% and 39%, respectively, compared to Prior Year Reiterates Operating Income and Bookings Guidance for the Full Year HOUSTON, April 25, 2013 /PRNewswire/ - Results Summary ($ in millions, except per share data): Three months ended March 31, (Unaudited) 2013 2012 Total revenues $766.4 $661.8 Income from operations

April 25, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 25, 2013 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

April 3, 2013 EX-99.1

Dresser-Rand Names Jan Kees van Gaalen Executive Vice President and CFO

EX-99.1 2 d515711dex991.htm EX-99.1 Exhibit 99.1 West8 Tower 10205 Westheimer Road Houston, Texas 77042 www.dresser-rand.com For Immediate Release Dresser-Rand Names Jan Kees van Gaalen Executive Vice President and CFO Houston, TX, April 3, 2013 – Dresser-Rand Group Inc. (“Dresser-Rand” or the “Company”) (NYSE: DRC) announced today that Jan Kees van Gaalen will become Executive Vice President and

April 3, 2013 EX-99.2

West8 Tower

EX-99.2 Exhibit 99.2 West8 Tower 10205 Westheimer, Suite 1000 Houston, TX 77042 Gustavo Nechar Vice President, Human Resources April 1, 2013 Jan Kees van Gaalen 4950 Tilbury Drive Houston, 77056, Texas Dear Jan Kees, Thank you very much for taking the time to interview with Dresser-Rand. We are impressed with your qualifications and accomplishments and would like to extend to you this employment o

April 3, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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): April 3, 2013 Dresser-Rand Group Inc. (Exact name of registrant as specified in its Charter) Delaware 001-32586 20-1780492 (State or other jurisdiction of Incorporation) (Com

March 29, 2013 EX-12.1

STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES ($ in thousands) Year Ended December 31, 2012 2011 2010 2009 2008 Income before income taxes 275,655 182,100 215,747 311,963 301,290 Equity investee losses (earnings) 2,143 2,586 1

Exhibit 12.1 Exhibit 12.1 STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES ($ in thousands) Year Ended December 31, 2012 2011 2010 2009 2008 Income before income taxes 275,655 182,100 215,747 311,963 301,290 Equity investee losses (earnings) 2,143 2,586 158 1,216 — Fixed charges, excluding capitalized amounts: Interest expense, including amortization of financing costs 64,124

March 29, 2013 EX-25.1

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.1 6 d427324dex251.htm EXHIBIT 25.1 Exhibit 25.1 File No. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as spec

March 29, 2013 EX-4.3

DRESSER-RAND GROUP INC. THE GUARANTORS FROM TIME TO TIME PARTY HERETO Debt Securities Dated as of [ ] Wilmington Trust, National Association as Trustee CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a

Exhibit 4.3 Exhibit 4.3 DRESSER-RAND GROUP INC. and THE GUARANTORS FROM TIME TO TIME PARTY HERETO Debt Securities Indenture Dated as of [ ] Wilmington Trust, National Association as Trustee CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 (c) N.A. 311(a) 7.11 (b) 7.11 (c) N.A. 312(a) 2.05 (b) 13.03 (c) 13.0

March 29, 2013 S-3ASR

- FORM S-3ASR

Table of Contents As filed with the Securities and Exchange Commission on March 29, 2013 Registration No.

March 25, 2013 DEF 14A

- DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 25, 2013 DEFA14A

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

March 5, 2013 EX-99.1

Dresser-Rand Announces Retirement Plans of CFO Mark Baldwin

West8 Tower 10205 Westheimer Road Houston,Texas 77042 www.dresser-rand.com For Immediate Release Dresser-Rand Announces Retirement Plans of CFO Mark Baldwin Houston, TX, March 5, 2013 – Dresser-Rand Group Inc. ("Dresser-Rand" or the "Company") (NYSE: DRC) announced today that Mark E. Baldwin, Executive Vice President and Chief Financial Officer, has elected to retire on or before April 30, 2013. T

March 5, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 v3370968k.htm FORM 8-K 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): March 5, 2013 Dresser-Rand Group Inc. (Exact name of registrant as specified in its Charter) Delaware 001-32586 20-1780492 (State or other jurisdiction of

February 28, 2013 EX-99.1

Dresser-Rand Achieved Record Quarterly Sales and Earnings Achieved Record New Units and Aftermarket Bookings in 2012 Reiterates Bookings and Operating Income Guidance for 2013

Dresser-Rand Achieved Record Quarterly Sales and Earnings Achieved Record New Units and Aftermarket Bookings in 2012 Reiterates Bookings and Operating Income Guidance for 2013 HOUSTON, Feb.

February 28, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 28, 2013 Dresser-Rand Group Inc. (Exact name of registrant as specified in its Charter) Delaware 001-32586 20-1780492 (State or other jurisdiction of Incorporation) (Commissi

February 12, 2013 SC 13G

DRC / / MASSACHUSETTS FINANCIAL SERVICES CO /MA/ - DRESSER-RAND GROUP INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. )* Dresser-Rand Group Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 261608103 (CUSIP Number) 12/31/2012 (Date of Event Which Requires Filing of this State

January 31, 2013 SC 13G

DRC / / IRIDIAN ASSET MANAGEMENT LLC/CT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Dresser-Rand Group Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 261608103 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

January 31, 2013 EX-99

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT This JOINT FILING AGREEMENT is made and entered into by and among Iridian Asset Management LLC, David L.

January 24, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

FORM 8-K 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): January 18, 2013 Dresser-Rand Group Inc. (Exact name of registrant as specified in its Charter) Delaware 001-32586 20-1780492 (State or other jurisdiction of Incorporation) (

January 24, 2013 EX-10.4

DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR PERFORMANCE RESTRICTED STOCK UNITS

EX-10.4 5 d474306dex104.htm EX-10.4 Exhibit 10.4 DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR PERFORMANCE RESTRICTED STOCK UNITS These Standard Terms and Conditions apply to any Award of performance restricted stock units granted to an employee of the Company under the Dresser-Rand Group Inc. 2008 Stock Incentive Plan (the “Plan”), on or after January 1, 2013, which are evidenced by a

January 24, 2013 EX-10.3

DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR RESTRICTED STOCK UNITS

EX-10.3 Exhibit 10.3 DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR RESTRICTED STOCK UNITS These Standard Terms and Conditions apply to any Award of restricted stock units granted to an employee or a nonemployee director of the Company under the Dresser-Rand Group Inc. 2008 Stock Incentive Plan, as amended (the “Plan”), on or after January 1, 2013, which are evidenced by a Grant Notice

January 24, 2013 EX-10.5

DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR STOCK APPRECIATION RIGHTS

EX-10.5 Exhibit 10.5 DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR STOCK APPRECIATION RIGHTS These Standard Terms and Conditions apply to any Stock Appreciation Rights (the “SARs”) granted under the Dresser-Rand Group Inc. 2008 Stock Incentive Plan, as amended (the “Plan”), on or after January 1, 2013, which are evidenced by a Grant Notice or an action of the Committee that specificall

January 24, 2013 EX-10.2

DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR RESTRICTED STOCK

Exhibit 10.2 DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR RESTRICTED STOCK These Standard Terms and Conditions apply to any Award of restricted Common Shares (the “Restricted Shares”) granted to an employee of the Company under the Dresser-Rand Group Inc. 2008 Stock Incentive Plan, as amended (the “Plan”), on or after January 1, 2013, which are evidenced by a Grant Notice or an action

January 24, 2013 EX-10.1

DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR EMPLOYEE NONQUALIFIED STOCK OPTIONS

EX-10.1 Exhibit 10.1 DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR EMPLOYEE NONQUALIFIED STOCK OPTIONS These Standard Terms and Conditions apply to any Options granted under the Dresser-Rand Group Inc. 2008 Stock Incentive Plan, as amended (the “Plan”), on or after January 1, 2013, which are identified as nonqualified stock options and are evidenced by a Grant Notice or an action of th

November 2, 2012 EX-99.1

Dresser-Rand Reports Third Quarter 2012 Diluted EPS of $0.54 Strong Bookings and Record Level Backlog

Dresser-Rand Reports Third Quarter 2012 Diluted EPS of $0.54 Strong Bookings and Record Level Backlog HOUSTON, Nov. 1, 2012 /PRNewswire/ - Results Summary (dollars in millions, except per share data): Three Months Ended Sept. 30, Nine Months Ended Sept. 30, 2012 2011 2012 2011 Total revenues $594.4 $630.5 $1,892.0 $1,573.6 Income from operations $74.0 $73.2 $198.3 $131.1 Interest expense, net ($15

November 2, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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): November 1, 2012 Dresser-Rand Group Inc. (Exact name of registrant as specified in its Charter) Delaware 001-32586 20-1780492 (State or other jurisdiction of Incorporation) (Commissio

August 3, 2012 EX-99.1

Dresser-Rand Reports Second Quarter 2012 Diluted EPS of $0.45 Second Quarter Bookings Increased 22% Compared to Prior Year Expecting Record Operating Income, Bookings and Year Ending Backlog in 2012

Dresser-Rand Reports Second Quarter 2012 Diluted EPS of $0.45 Second Quarter Bookings Increased 22% Compared to Prior Year Expecting Record Operating Income, Bookings and Year Ending Backlog in 2012 HOUSTON, Aug. 2, 2012 /PRNewswire/ - Results Summary (dollars in millions, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2012 2011* 2012 2011* Total revenues $635.8 $588

August 3, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

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): August 2, 2012 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

July 27, 2012 CORRESP

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July 27, 2012 VIA EDGAR CORRESPONDENCE Ms. Cecilia Blye Office of Global Security Risk Chief United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Dresser Rand Group Inc. Form 10-K for Fiscal Year Ended December 31, 2011 Filed February 29, 2012 File No. 001-32586 Dear Ms. Blye: This letter sets forth the responses of Dresser-Rand Group Inc. (“Dresser-Rand,” and

June 26, 2012 EX-10.1

SECOND AMENDMENT CREDIT AGREEMENT dated as of June 21, 2012 DRESSER RAND GROUP INC., as Domestic Borrower, D-R HOLDINGS (France) S.A.S., as French Borrower, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, J.P. MORGAN EUR

EX-10.1 Exhibit 10.1 Execution Version SECOND AMENDMENT TO CREDIT AGREEMENT dated as of June 21, 2012 among DRESSER RAND GROUP INC., as Domestic Borrower, D-R HOLDINGS (France) S.A.S., as French Borrower, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and J.P. MORGAN EUROPE LIMITED, as European Administrative Agent SECOND AMENDMENT CREDIT AGREEMENT THIS SECOND AMENDM

June 26, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K

Form 8-K 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): June 21, 2012 Dresser-Rand Group Inc. (Exact name of registrant as specified in its Charter) Delaware 001-32586 20-1780492 (State or other jurisdiction of Incorporation) (Com

May 8, 2012 8-K

Submission of Matters to a Vote of Security Holders

Form 8-K 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): May 8, 2012 Dresser-Rand Group Inc. (Exact name of registrant as specified in its charter) Delaware 001-32586 20-1780492 (State or other jurisdiction of incorporation) Commis

May 3, 2012 EX-99.1

Dresser-Rand Reports $0.31 Diluted EPS Strong Performance – Bookings up 58%, Sales up 87% and Operating Income up 169% Record Backlog of $2.7 Billion

Dresser-Rand Reports $0.31 Diluted EPS Strong Performance – Bookings up 58%, Sales up 87% and Operating Income up 169% Record Backlog of $2.7 Billion HOUSTON, May 3, 2012 /PRNewswire/ - Results Summary ($ in millions, except per share data): First Quarter 2012 2011 Total revenues $661.8 $354.2 Income from operations $51.7 $19.2 Interest expense, net ($16.3) ($15.0) Early redemption premium on debt

May 3, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

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): May 3, 2012 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 Fil

April 5, 2012 8-K

Other Events - FORM 8-K

Form 8-K 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): April 2, 2012 Dresser-Rand Group Inc. (Exact name of registrant as specified in its Charter) Delaware 001-32586 20-1780492 (State or other jurisdiction of Incorporation) (Com

March 26, 2012 DEF 14A

- DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 26, 2012 DEFA14A

- DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 13, 2012 EX-10.1

DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR RESTRICTED STOCK UNITS

EX-10.1 Exhibit 10.1 DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR RESTRICTED STOCK UNITS These Standard Terms and Conditions apply to any Award of restricted stock units granted to an employee or a nonemployee director of the Company under the Dresser-Rand Group Inc. 2008 Stock Incentive Plan, as amended (the “Plan”), on or after January 1, 2012, which are evidenced by a Grant Notice

March 13, 2012 8-K

Financial Statements and Exhibits

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): March 9, 2012 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 F

March 1, 2012 EX-99.1

Dresser-Rand Reports 4Q11 Diluted EPS of $0.90 Achieved Record New Units and Aftermarket Bookings in 2011

Dresser-Rand Reports 4Q11 Diluted EPS of $0.90 Achieved Record New Units and Aftermarket Bookings in 2011 HOUSTON, Feb. 29, 2012 /PRNewswire/ - Results Summary ($ in millions, except per share data): Fourth Quarter Year (Unaudited) 2011 2010 2011 2010 Total revenues $738.0 $537.2 $2,311.6 $1,953.6 Income from operations $127.5 $69.9 $257.1 $262.5 Interest expense, net ($17.0) ($8.2) ($61.7) ($33.0

March 1, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 29, 2012 Dresser-Rand Group Inc. (Exact name of registrant as specified in its Charter) Delaware 001-32586 20-1780492 (State or other jurisdiction of Incorporation) (Commissi

February 10, 2012 EX-10.2

DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR STOCK APPRECIATION RIGHTS

EX-10.2 Exhibit 10.2 DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR STOCK APPRECIATION RIGHTS These Standard Terms and Conditions apply to any Stock Appreciation Rights (the “SARs”) granted under the Dresser-Rand Group Inc. 2008 Stock Incentive Plan, as amended (the “Plan”), on or after January 1, 2012, which are evidenced by a Grant Notice or an action of the Committee that specificall

February 10, 2012 EX-10.5

DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR PERFORMANCE RESTRICTED STOCK UNITS

EX-10.5 Exhibit 10.5 DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR PERFORMANCE RESTRICTED STOCK UNITS These Standard Terms and Conditions apply to any Award of performance restricted stock units granted to an employee of the Company under the Dresser-Rand Group Inc. 2008 Stock Incentive Plan (the “Plan”), on or after January 1, 2012, which are evidenced by a Grant Notice or an action o

February 10, 2012 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - 8-K

8-K 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): February 8, 2012 Dresser-Rand Group Inc. (Exact name of registrant as specified in its charter) Delaware 001-32586 20-1780492 (State or other jurisdiction of incorporation) (Commi

February 10, 2012 EX-3.2

DRESSER-RAND GROUP INC. AMENDED AND RESTATED BY-LAWS ARTICLE I

EX-3.2 EXHIBIT 3.2 DRESSER-RAND GROUP INC. AMENDED AND RESTATED BY-LAWS ARTICLE I Offices SECTION 1.01 Registered Office. The Corporation shall maintain its registered office in the State of Delaware at The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The Corporation may also have offices in such other places in the United States or elsewhere as the Board of Directors

February 10, 2012 EX-10.1

DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR EMPLOYEE NONQUALIFIED STOCK OPTIONS

EX-10.1 Exhibit 10.1 DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR EMPLOYEE NONQUALIFIED STOCK OPTIONS These Standard Terms and Conditions apply to any Options granted under the Dresser-Rand Group Inc. 2008 Stock Incentive Plan, as amended (the “Plan”), on or after January 1, 2012, which are identified as nonqualified stock options and are evidenced by a Grant Notice or an action of th

February 10, 2012 EX-10.4

DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR RESTRICTED STOCK UNITS

EX-10.4 Exhibit 10.4 DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR RESTRICTED STOCK UNITS These Standard Terms and Conditions apply to any Award of restricted stock units granted to an employee or a nonemployee director of the Company under the Dresser-Rand Group Inc. 2008 Stock Incentive Plan, as amended (the “Plan”), on or after January 1, 2012, which are evidenced by a Grant Notice

February 10, 2012 EX-10.3

DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR RESTRICTED STOCK

EX-10.3 Exhibit 10.3 DRESSER-RAND GROUP INC. STANDARD TERMS AND CONDITIONS FOR RESTRICTED STOCK These Standard Terms and Conditions apply to any Award of restricted Common Shares (the “Restricted Shares”) granted to an employee of the Company under the Dresser-Rand Group Inc. 2008 Stock Incentive Plan, as amended (the “Plan”), on or after January 1, 2012, which are evidenced by a Grant Notice or a

February 6, 2012 SC 13G/A

DRC / / IRIDIAN ASSET MANAGEMENT LLC/CT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Dresser-Rand Group Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 261608103 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

February 3, 2012 EX-99.1

Dresser-Rand Updates Outlook for 2011 and 2012

Dresser-Rand Updates Outlook for 2011 and 2012 HOUSTON, Feb. 3, 2012 /PRNewswire/ - Dresser-Rand Group Inc. ("Dresser-Rand" or the "Company") (NYSE: DRC), a global supplier of rotating equipment and aftermarket parts and services, announced today that its operating income for the full year 2011 is expected to be between $253 million and $258 million. The Company updated its outlook based on its pr

February 3, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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): February 3, 2012 Dresser-Rand Group Inc. (Exact name of registrant as specified in its Charter) Delaware 001-32586 20-1780492 (State or other jurisdiction of Incorporation) (Commissio

May 22, 2009 CORRESP

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CORRESP 10205 Westheimer Rd Suite 1000 Houston, TX 77042 Phone: 713-973-5356 Fax: 713-973-5323 Mark Baldwin Executive Vice President and CFO May 21, 2009 VIA EDGAR Ms.

April 8, 2009 CORRESP

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LETTER TO THE S.E.C. 10205 Westheimer Rd Suite 1000 Houston, TX 77042 Phone: 713-973-5356 Fax: 713-973-5323 Mark Baldwin Executive Vice President and CFO April 3, 2009 VIA EDGAR Ms. Cecilia Blye Office of Global Security Risk Chief United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Dresser-Rand Group Inc. Form 10-K for the Fiscal Year Ended December 31, 20

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