As filed with the Securities and Exchange Commission on June 30, 2015 

Registration No. 333-187628

  

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________

 

Post-Effective Amendment No. 1 to
Form S-3 Registration Statement

 

UNDER THE SECURITIES ACT OF 1933

 

______________________

 

DRESSER-RAND GROUP INC.

(Exact name of Registrant as specified in its charter)

______________________

 

Delaware 20-1780492
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   
West8 Tower, Suite 1000 112 Avenue Kleber
10205 Westheimer Rd. 75784 Cedex 16, Paris, France
Houston, Texas 77042 33 156 267171
(713) 354-6100  

 

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

and subsidiary guarantors

 

Dresser-Rand LLC

Dresser-Rand Power LLC

Dresser-Rand Company

Dresser-Rand Global Services, Inc.

D-R Steam LLC

DR Acquisition LLC

(Exact name of registrants as specified in their respective charters)

 

Delaware     20-2216392  
Delaware West8 Tower, Suite 1000 112 Avenue Kleber 74-1716222  
New York 10205 Westheimer Rd. 75784 Cedex 16, Paris, France 20-1897619  
Delaware Houston, Texas 77042 33 156 267171 22-3845135  
Delaware (713) 354-6100   20-3384295  
Texas (Address of principal executive offices) 26-2242280  
(State or other jurisdiction of
incorporation or organization)
    (I.R.S. Employer
 Identification No.)
 

 

______________________

Mark F. Mai

Vice President, General Counsel and Secretary

West8 Tower, Suite 1000

10205 Westheimer Rd.

Houston, Texas 77042

(713) 354-6100

 

(Name, address, including zip code, and telephone number, including area code, of agent for service)

______________________

Copies to:

Robyn E. Zolman

Gibson, Dunn & Crutcher LLP

1801 California Street, Suite 4200

Denver, CO 80202-2642

(303) 298-5700

______________________

 

Approximate date of commencement of proposed sale to the public: Not applicable.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box: þ

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

 

______________________

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

  Large accelerated filer þ Accelerated filer ¨
  Non-accelerated filer ¨ Smaller reporting company¨
  (Do not check if a smaller reporting company)  

 

______________________

 

 
 

 

EXPLANATORY NOTE

 

DEREGISTRATION OF SECURITIES

 

This Post-Effective Amendment No. 1 relates to the Registration No. 333-187628 filed on Form S-3 (the “Registration Statement”) by Dresser-Rand Group Inc. (the “Company”), Dresser-Rand LLC, Dresser-Rand Power LLC, Dresser-Rand Company, Dresser-Rand Global Services, Inc., D-R Steam LLC and DR Acquisition LLC (collectively, the “Guarantors” and together with the Company, the “Registrants”) with the Securities and Exchange Commission on March 29, 2013, which registered (i) an indeterminate number of Debt Securities, Preferred Stock (par value $0.01 per share), Depositary Shares, Common Stock (par value $0.01 per share), Warrants, Stock Purchase Contracts and Stock Purchase Units of the Company, (ii) Guarantees of Debt Securities by the Guarantors and (iii) Units comprising one or more classes of securities above.

 

On June 30, 2015, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 21, 2014, among the Company, Siemens Energy, Inc. (“Siemens”), and Dynamo Acquisition Corporation, a wholly-owned subsidiary of Siemens (“Merger Sub”), Merger Sub merged with and into the Company, with the Company being the surviving entity and becoming a wholly-owned subsidiary of Siemens (the “Merger”).

 

In connection with the Merger, the offerings pursuant to the Registration Statement have been terminated. The Registrants hereby remove from registration any of the securities of the Registrants registered under the Registration Statement that remain unsold under the Registration Statement as of the filing date of this Post-Effective Amendment No. 1.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, each of the Registrants certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 30, 2015.

 

  DRESSER-RAND GROUP INC.
       
  By: /s/ Mark F. Mai
       
    Name: Mark F. Mai
    Title: Vice President, General Counsel and Secretary
       
  DRESSER-RAND LLC
       
  By: /s/ Robert J. Saltarelli
       
    Name: Robert J. Saltarelli
    Title: Vice President and Treasurer
       
  DRESSER-RAND POWER LLC
       
  By: /s/ Robert J. Saltarelli
       
    Name: Robert J. Saltarelli
    Title: Vice President and Treasurer
       
  DRESSER-RAND COMPANY
       
  By: /s/ Robert J. Saltarelli
       
    Name: Robert J. Saltarelli
    Title: Vice President and Treasurer
       
  DRESSER-RAND GLOBAL SERVICES, INC.
       
  By: /s/ Robert J. Saltarelli
       
    Name: Robert J. Saltarelli
    Title: Vice President and Treasurer
       

 

 
 

 

  D-R Steam LLC
       
  By: /s/ Robert J. Saltarelli
       
    Name: Robert J. Saltarelli
    Title: Vice President and Treasurer
       
  DR Acquisition LLC
       
  By: /s/ Robert J. Saltarelli
       
    Name: Robert J. Saltarelli
    Title: Vice President and Treasurer

 

 
 

 

Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933.