UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) September 7, 2005
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Rand Acquisition Corporation
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(Exact name of registrant as specified in its charter)
Delaware 000-50908 20-1195343
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
450 Park Avenue, 10th Floor, New York, New York 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 644-3450
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(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)
|X| 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 240.13a-4(c))
ITEM 7.01. REGULATION FD DISCLOSURE
Commencing September 7, 2005, Rand Acquisition Corporation ("Rand") intends to
hold presentations for certain of its stockholders regarding the acquisition of
Lower Lakes Towing Ltd. by Rand, as described in Rand's Form 8-K, filed on
September 6, 2005. The presentation is attached as Exhibit 99.1 and is
incorporated by reference herein.
Rand and its directors and executive officers may be deemed to be participants
in the solicitation of proxies for the special meeting of Rand stockholders to
be held to approve the acquisition. Stockholders of Rand are advised to read,
when available, Rand's preliminary proxy statement and definitive proxy
statement in connection with Rand's solicitation of proxies for the special
meeting because these statements will contain important information. The
definitive proxy statement will be mailed to stockholders as of a record date to
be established for voting on the acquisition. Stockholders will also be able to
obtain a copy of the definitive proxy statement, without charge, by directing a
request to: Rand Acquisition Corporation, 450 Park Avenue, Suite 1001, New York,
New York 10022. The preliminary proxy statement and definitive proxy statement,
once available, can also be obtained, without charge, at the Securities and
Exchange Commission's internet site (http://www.sec.gov).
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:
99.1 Presentation, dated September 7, 2005.
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.
RAND ACQUISITION CORPORATION
Date: September 7, 2005 By: /s/ Laurence S. Levy
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Name: Laurence S. Levy
Title: Chairman of the Board and Chief
Executive Officer,
(Principal Executive and Financial
and Accounting Officer)