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) March 23, 2007
Rand Logistics, Inc.
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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.)
461 Fifth Avenue, 25th Floor, New York, New York 10017
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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)
|_| 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.
Vessel Sale Agreement
On March 23, 2007, Grand River Navigation Company, Inc. ("Grand River"),
an indirect wholly-owned subsidiary of the Registrant, entered into a Vessel
Sale Agreement (the "Sale Agreement") with Lake Service Shipping Co ("Lake
Service"), an unaffiliated third party, pursuant to which Grand River purchased
the M/V MANISTEE, a self-unloading bulk carrier, on an "as-is" basis, for a
purchase price of $2,200,000. Grand River had previously operated the MANISTEE
under a chartering agreement with Lake Service.
A copy of the Sale Agreement is attached hereto as exhibit 10.1 and is
incorporated by reference herein.
Amendment to Credit Agreement
On March 23, 2007, Lower Lakes Towing Ltd. ("Lower Lakes"), Lower Lakes
Transportation Company ("LLTC"), Grand River and Rand LL Holdings Corporation,
each subsidiaries of the Registrant, entered into a Third Amendment (the
"Amendment") to the Credit Agreement, dated March 3, 2006, with General Electric
Capital Corporation, as Agent and a lender, and GE Canada Finance Holding
Company, as a lender , and certain of each such party's affiliates (the "Credit
Agreement"). See Item 2.03 for a description of additional terms of the
Amendment.
A copy of the Amendment is attached as exhibit 10.2 and is incorporated by
reference herein.
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
The information contained in Item 1.01 under the heading "Vessel Sale
Agreement" is incorporated herein by reference.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
Under the Amendment, among other things, (i) the US Term Loan facility
provided to LLTC and Grand River has been increased by $2,200,000 to $6,200,000,
(ii) the interest rate for overall U.S. and Canadian borrowing has been reduced
by 50 basis points (0.50%) and (iii) the quarterly principal installment
payments applicable to the US term loan borrowings have been increased by
$66,000.
ITEM 8.01. OTHER EVENTS.
On March 26, 2007, the Registrant issued a press release announcing
certain of the transactions described in this Current Report on Form 8-K. A copy
of the press release is attached as Exhibit 99.1 and is incorporated by
reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits:
10.1 Vessel Sale Agreement, dated as of March 23, 2007
10.2 3rd Amendment to Credit Agreement, dated as of March 23, 2007
99.1 Press Release, dated March 26, 2007
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
RAND LOGISTICS, INC.
Date: March 26, 2007 By: /s/ Laurence S. Levy
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Name: Laurence S. Levy
Title: Chairman of the Board and Chief
Executive Officer