UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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
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
Item 7.01 of Rand Acquisition Corporation's ("Rand") Current Report on Form 8-K
filed September 7, 2005 is hereby amended to include the following:
Included on pages 36 and 39 of the presentation materials attached as Exhibit
99.1 is selected financial information for Lower Lakes Towing Ltd. as of March
31, 2005 and for its 2005, 2004, 2003 and 2002 fiscal years. The selected
financial was derived from unaudited, combined, Lower Lakes'
management-prepared, Canadian GAAP financial statement of Lower Lakes and its
subsidiary, Lower Lakes Transportation Company, and equity investee, Grand River
Navigation Company, Inc. On January 13, 2006 Rand filed a Schedule 14A
containing US GAAP audited consolidated financial statements of Lower Lakes. The
Schedule 14A can be obtained, without charge, at the Securities and Exchange
Commission's internet site (http://www.sec.gov). The differences between the two
sets of financial data are reconciled in Exhibit 99.2 attached hereto and
incorporated herein by reference.
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
Rand's preliminary proxy statement and, when available, 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 of record as of the
record date 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
Item 9.01 of Rand Acquisition Corporation's ("Rand") Current Report on Form 8-K
filed September 7, 2005 is hereby amended to include the following:
Exhibits:
99.2 Reconciliation of financial information included in Form 8-K filed
September 7, 2005 to audited financial statements included in Schedule
14A filed January 13, 2006
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: January 13, 2006 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)