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) January 27, 2006
Rand Acquisition Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-50908 20-1195343
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 644-3450
- --------------------------------------------------------------------------------
(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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 27, 2006, Rand Acquisition Corporation ("Rand"), its indirect,
wholly-owned subsidiary LL Acquisition Corp., and the stockholders of Lower
Lakes Towing Ltd. further amended the Stock Puchase Ageement among them, dated
as of September 2, 2005, to extend the date after which a party may terminate
the Stock Purchase Agreement from January 31, 2006 to February 28, 2006.
A copy of the amendment is attached as Exhibit 10.1.
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 contemplated by the Stock Purchase Agreement.
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
Exhibits:
10.1 Amendment, dated December 27, 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 31, 2006 By: /s/ Laurence S. Levy
----------------------------------
Name: Laurence S. Levy
Title: Chairman of the Board and Chief
Executive Officer, (Principal
Executive and Financial and
Accounting Officer)