DRESSER-RAND GROUP INC. FORM 8-K (Current report filing) Filed 4/6/2007 For Period Ending 4/5/2007 Address PAUL CLARK DRIVE OLEAN, New York 14760 Telephone (716) 375-3000 CIK 0001316656 Industry Misc. Capital Goods Sector Capital Goods Fiscal Year 12/31
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 5, 2007 DRESSER-RAND GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32586 20-1780492 (Commission File Number) (State or other jurisdiction of incorporation or organization) 1200 West Sam Houston Parkway N., Houston, Texas 77043 (Address of principal executive offices) (Zip Code) (713) 467-2221 (Registrant s telephone number, including area code) 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): 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) (IRS Employer Identification Number) 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))
Section 7 Regulation FD Item 7.01 Regulation FD Disclosure. On April 5, 2007, Dresser-Rand Group Inc., through its subsidiary Dresser-Rand Company, completed the acquisition of the Gimpel branded product line from Tyco Valves & Controls LP, a reporting unit of Tyco International. A copy of the press release, dated April 5, 2007 is attached hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibits are filed herewith: Section 9 Financial Statements and Exhibits Exhibit Number Title of Document 99.1 Press Release of Dresser-Rand Group Inc. dated April 5, 2007 2
SIGNATURE 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. Date: April 6, 2007 By: / s/ Randy D. Rinicella Randy D. Rinicella Vice President, General Counsel and Secretary 3
Exhibit Index Exhibit Number Title of Document 99.1 Press Release of Dresser-Rand Group Inc. dated April 5, 2007 4
Exhibit 99.1 Dresser-Rand Purchases Gimpel Valve Business from Tyco Flow Control HOUSTON, TX, April 5, 2007 Dresser-Rand Group Inc. [ Dresser-Rand or the Company (NYSE: DRC)] today announced that it has acquired the Gimpel business from Tyco Flow Control, a reporting unit of Tyco International (NYSE: TYC, BXS: TYC). Gimpel products include a line of trip, trip throttle, and non-return valves to protect steam turbines and related equipment in industrial and marine applications. Terms of the sale were not disclosed. In a joint announcement issued today, Vincent R. Volpe, Jr., Dresser-Rand President and CEO, stated that the acquisition is consistent with the company s bolt-on acquisition strategy. We believe that the Gimpel business will help us extend the Dresser-Rand value proposition to our clients, he emphasized. With Gimpel s extensive installed base, coupled with Dresser-Rand s strength and global service network, we see opportunities to service Gimpel s under-served installed base and further grow our aftermarket business. Commenting on the transaction, Richard Lundgren, president of Tyco Flow Control, Americas, said As our power generation focus has shifted more towards supercritical coal and nuclear applications, the Gimpel line was no longer a strategic fit with our business. However, Gimpel remains a strong brand in its niche market with an enduring reputation of proven technology and high-quality product performance. For more than 50 years, Gimpel has been a leader in its field, supplying critical valves for U.S. Navy nuclear-powered aircraft carriers and submarines. Dresser-Rand also is a key supplier of steam turbines for U.S. Navy ships for main propulsion, ship service and emergency generator sets. Additionally, the company s auxiliary steam turbine drivers are used for main feed pumps, auxiliary feed pumps, circulating pumps, fire pumps and standby oil pumps. With the announcement today, Dresser-Rand will immediately begin taking orders for Gimpel products and servicing equipment in the Gimpel line. Dresser-Rand is among the largest global suppliers of rotating equipment solutions to the worldwide oil, gas, petrochemical, and process industries. It operates manufacturing facilities in the United States, France, Germany, Norway, and India, and maintains a network of 26 service and support centers covering more than 140 countries. The company offers the most comprehensive steam turbine selection in the industry, backed by a worldwide network of sales, manufacturing and service support for all Dresser-Rand and legacy steam turbines such as Moore, Murray, Nadrowski, Terry, Turbodyne, Worthington, and COPPUS. DRC-FIN # # # 5
Fair Disclosure Statement This news release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward- looking statements concerning The Company s plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, business trends, executive compensation and other information that is not historical information. The words anticipates, believes, expects, intends, and similar expressions identify such forward-looking statements. Although the Company believes that such statements are based on reasonable assumptions, these forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. These factors, risks and uncertainties include, among others, the following: material weaknesses in its internal controls; economic or industry downturns; its inability to implement its business strategy to increase aftermarket parts and services revenue; competition in its markets; failure to complete or achieve the expected benefits from, any future acquisitions; economic, political, currency and other risks associated with international sales and operations; loss of senior management; the Company s brand name may be confused with others; environmental compliance costs and liabilities; failure to maintain safety performance acceptable to its clients; failure to negotiate new collective bargaining agreements; ability to operate as a stand-alone company; unexpected product claims and regulations; and infringement on its intellectual property or infringement on others intellectual property. These and other risks are discussed in greater detail in the Company s filings with the Securities and Exchange Commission at http://www.sec.gov. Actual results, performance or achievements could differ materially from those expressed in, or implied by, the forward-looking statements. The Company can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them does, what impact they will have on results of operations and financial condition. The Company undertakes no obligation to update or revise forward-looking statements, which may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events. For information about Dresser-Rand, go to its website at http://www.dresser-rand.com. Investor Contact: Blaise Derrico, Director, Investor Relations (713) 973-5497 6