0001144204-15-008821.txt : 20150213 0001144204-15-008821.hdr.sgml : 20150213 20150213123316 ACCESSION NUMBER: 0001144204-15-008821 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150213 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dresser-Rand Group Inc. CENTRAL INDEX KEY: 0001316656 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 201780492 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32586 FILM NUMBER: 15611641 BUSINESS ADDRESS: STREET 1: WEST8 TOWER, SUITE 1000 STREET 2: 10205 WESTHEIMER ROAD CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: (713) 354-6100 MAIL ADDRESS: STREET 1: WEST8 TOWER, SUITE 1000 STREET 2: 10205 WESTHEIMER ROAD CITY: HOUSTON STATE: TX ZIP: 77042 8-K 1 v401662_8k.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): 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)
Commission File Number (I.R.S. Employer Identification
Number)

 

 

West8 Tower, Suite 1000, 10205 Westheimer Road,
Houston, Texas
77042
112 Avenue Kleber, Paris, France 75784
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (713) 354-6100 (Houston)
  +33 156 26 71 71 (Paris)

 

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:

 

¨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))

 

 
 

 

Item 8.01.Other Events.

 

On February 13, 2015, the Company issued a press release announcing it has been notified that the European Commission will be initiating a Phase II review of the Company’s proposed merger with Siemens, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits

 

Exhibit Number

Description

99.1 Press Release issued February 13, 2015

 

 
 

 

SIGNATURES

 

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.      
                    
       
       
Date:   February 13, 2015 By:  /s/ Mark F. Mai  
  Name: Mark F. Mai  
  Title: Vice President, General Counsel & Secretary  

 

 
 

 

EXHIBIT INDEX

 

Exhibit Number

Description

99.1 Press Release issued February 13, 2015

 

 

 

 

EX-99.1 2 v401662_ex99-1.htm EXHIBIT 99.1

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

HOUSTON, Feb. 13, 2015 /PRNewswire/ -- Dresser-Rand Group Inc. ("Dresser-Rand" or the "Company") (NYSE: DRC), a global supplier of rotating equipment and aftermarket parts and services, has been notified that the European Commission will be initiating a Phase II review of the Company's proposed merger with Siemens. The Company still expects the transaction to close in the summer of 2015, or earlier, subject to regulatory approval in Europe and certain other jurisdictions, and the satisfaction of other customary closing conditions. The transaction has received regulatory approval in the United States, Brazil, Canada, Russia and South Korea.

About Dresser-Rand

Dresser-Rand is among the largest suppliers of rotating equipment solutions to the worldwide oil, gas, petrochemical, and process industries. The Company operates manufacturing facilities in the United States, France, United Kingdom, Spain, Germany, Norway, India, and Brazil, and maintains a network of 51 service and support centers (including 7 engineering and R&D centers) covering more than 150 countries.

Forward Looking Statements

Any statements in this communication about the Company's expectations, beliefs, plans, objectives, prospects, financial condition, assumptions or future events or performance, including statements regarding the Company's proposed merger with Siemens, the expected timetable for completing the transaction, benefits and synergies of the transaction and future opportunities for the combined company that are not historical facts are forward-looking statements. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Reform Act of 1995. In some cases, forward-looking statements can be identified by the following words: "may," "will," "could," "would," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "project," "potential," "continue," "ongoing," "outlook," "guidance" and similar expressions, although not all forward-looking statements contain these words. The forward-looking information and statements are or may be based on a series of projections and estimates and involve risks and uncertainties. These risks and uncertainties include such factors as: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (2) the failure to satisfy any of the closing conditions contained in the merger agreement, (3) risks related to disruption of management's attention from the Company's ongoing business operations due to the proposed transaction and (4) the effect of the announcement of the transaction on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business, or on its operating results and business generally. Additional risks are described under Item 1A, "Risk Factors," in the Company's periodic filings with the SEC, including the Company's annual report on Form 10-K for the year ended December 31, 2013 and subsequently filed quarterly reports on Form 10-Q. Because the factors referred to above could cause actual results or outcomes to differ materially from those expressed or implied in any forward-looking statements made by the Company, you should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date of this communication, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after such date.

DRC-FIN

www.dresser-rand.com



CONTACT: Investors, Blaise Derrico, Vice President Investor Relations (713) 973-5497