8-K 1 dr8336.txt 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): DECEMBER 21, 2006 DRESSER-RAND GROUP INC. ------------------------------------------------------ (Exact name of registrant as specified in its Charter) Delaware 001-32586 20-1780492 ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of 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 Not Applicable ----------------------------------------------------------- Former name or former address, if changes 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: [ ] 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)) ================================================================================ TABLE OF CONTENTS ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION SIGNATURES EXHIBIT INDEX EX-99.1: PRESS RELEASE ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On December 21, 2006, Dresser-Rand Group Inc. (the "Company") issued a press release announcing (a) a non-cash compensation expense in connection with the recent sale of its common stock by D-R Interholding, LLC and (b) income and earnings guidance for its fourth quarter ended December 31, 2006. A copy of the press release is attached as Exhibit 99.1. 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 incorporates it by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits 99.1 Press Release of Dresser-Rand Group Inc. dated December 21, 2006. 2 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 21, 2006 By: /s/ LONNIE A. ARNETT ------------------------------ Lonnie A. Arnett Vice President, Controller and Chief Accounting Officer 3 EXHIBIT INDEX EXHIBIT NO. SUBJECT MATTER ----------- ----------------------------------------------------------------- 99.1 Press Release of Dresser-Rand Group Inc. dated December 21, 2006. 4