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) |
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) |
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| £ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| £ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| £ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On November 20, 2014, Dresser-Rand Group Inc. (the “Company”)
held a special meeting of the Company’s stockholders (the “Special Meeting”) to, among other things, consider
and vote on a proposal (the “Merger Proposal”) to approve and adopt the Agreement and Plan of Merger, dated as of September
21, 2014 (the “Merger Agreement”), by and among the Company, Siemens Energy, Inc. (“Siemens”), and Dynamo
Acquisition Corporation, a wholly owned subsidiary of Siemens (“Merger Sub”), whereby Merger Sub will be merged with
and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Siemens.
The Merger Proposal and the other proposals outlined below were submitted to a vote of the stockholders, each of which is described
in detail in the Company’s Definitive Proxy Statement on Schedule 14A that was filed with the U.S. Securities and Exchange
Commission on October 22, 2014.
At the Special Meeting, 56,371,786 shares of the Company’s
common stock, representing approximately 73.54% of the total number of shares of the Company’s common stock entitled to vote,
were represented by the holders thereof or by proxy, which constituted a quorum. A summary of the matters voted upon by the Company’s
stockholders is set forth below.
Proposal 1. Approval and Adoption of Agreement and Plan
of Merger.
At the Special Meeting, the Company’s stockholders approved
and adopted the Merger Agreement, based on the following votes:
| Votes For |
Votes Against |
Abstentions |
| 55,791,474 98.97% |
20,774 .03% |
559,538 .99% |
Proposal 2. Approval of Adjournment of the Special Meeting,
if necessary.
The proposal to approve an adjournment of the Special Meeting,
if necessary, to solicit additional proxies in favor of the Merger Proposal if there are not sufficient votes at the time of such
adjournment to approve and adopt the Merger Agreement was withdrawn at the Special Meeting, as sufficient votes were cast at the
Special Meeting to approve the Merger Proposal.
Proposal 3. Advisory Resolution to Approve Executive Compensation.
Stockholders approved, on a non-binding, advisory basis, certain
compensation that will or may be paid by the Company to its named executive officers that is based on or otherwise related to the
Merger, based upon the votes set forth below:
| Votes For |
Votes Against |
Abstentions |
| 52,611,358 93.32% |
1,235,308 2.19% |
2,525,120 4.47% |
On November 20, 2014, the Company
issued a press release announcing the results of its stockholders’ vote at the Special Meeting, 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 |
| |
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| 99.1 |
|
Press Release issued November 20, 2014 |
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.
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DRESSER-RAND GROUP INC. |
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| Date: November 20, 2014 |
By: |
/s/ Mark F. Mai |
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Name: |
Mark F. Mai |
| |
Title: |
Vice President, General Counsel & Secretary |
EXHIBIT INDEX
| Exhibit Number |
|
Description |
| |
|
|
| 99.1 |
|
Press Release issued November 20, 2014 |
 |
West8 Tower, Suite 1000 |
| |
10205 Westheimer Road |
| |
Houston, Texas 77042 |
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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 special meeting of stockholders
held earlier today, its stockholders approved the adoption of the merger agreement with Siemens Energy, Inc. (“Siemens”),
pursuant to which Dresser-Rand will be acquired by Siemens.
At
the special meeting of stockholders, 98.9% of the votes cast were voted in favor of the adoption of the merger agreement. Shares
representing 73.5% of Dresser-Rand's total outstanding shares of common stock as of the October 22, 2014 record date were represented
in person or by proxy at the meeting. Dresser-Rand's stockholders also approved, on an advisory, non-binding basis, compensation
that may become payable to named executive officers as a result of the merger.
At
the effective time of the merger, Dresser-Rand stockholders will receive, for each share of common stock they own, cash in the
amount of (i) $83.00, plus (ii) if the closing of the merger occurs on or after March 1, 2015, $0.55 per month
beginning March 2015 to and including the month in which the closing occurs.
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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 49 service and support centers (including 6 engineering and R&D centers) covering more than 150 countries.
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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 proposed acquisition of the Company by 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 recent current reports on Form 8-K. 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.
Investor Contact: Blaise Derrico, Vice President Investor
Relations (713) 973-5497
DRC-FIN