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
(Amendment No. 2)
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, as amended, is hereby amended and restated in its
entirety to read as follows:
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.
Stockholders should note that the financial information included on pages 36 and
39 of the presentation materials attached as Exhibit 99.1 has not been audited
and does not comply with either U.S. or Canadian generally accepted accounting
principles. The financial information included in Exhibit 99.1 was prepared by
Lower Lakes' management in connection with the marketing of Lower Lakes for
sale, and was intended to serve only as a general financial overview of Lower
Lakes. The financial information was derived by Lower Lakes' management by
combining the separate historical financial statements for Lower Lakes, its
subsidiary, Lower Lakes Transportation Company and its investee, Grand River
Navigation Company, Inc. The product of this combination exercise and other
accounting and presentation methodologies employed by Lower Lakes' management
did not result in financial information that complied with generally accepted
accounting principles. Accordingly, there can be no assurance that the financial
information presented in Exhibit 99.1 is reflective of the financial position or
results of operations of Lower Lakes determined in accordance with generally
accepted accounting principles. Rand believes that inclusion of the financial
information in Exhibit 99.1 may assist stockholders in obtaining a preliminary
understanding of the proposed Lower Lakes acquisition. This Form 8-K is being
filed in order to comply with regulations under federal securities laws
applicable to selective disclosure of information and solicitation of
shareholders before furnishing of a proxy statement.
Stockholders 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 of Rand stockholders to be held to approve
the acquisition 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).
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.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 of Rand's Current Report on Form 8-K filed September 7, 2005, as
amended, is hereby further amended to delete Exhibit 99.2.
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: February 2, 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)