UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Rand Logistics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
752182105
(CUSIP Number)
Jonathan R. Evans
501 Congressional Boulevard, Suite 300
Carmel, IN 46032
(317) 819-6200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
07/1/2014
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 752182105 | 13D | Page 2 of 6 Pages |
1. | NAMES OF REPORTING PERSONS
JWEST, LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS (see instructions)
OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
The reporting person is an Indiana limited liability company. | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
0 | ||||
8. | SHARED VOTING POWER
0 | |||||
9. | SOLE DISPOSITIVE POWER
1,412,877 | |||||
10. | SHARED DISPOSITIVE POWER
0 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,412,877 | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.88%1 | |||||
14. | TYPE OF REPORTING PERSON (see instructions)
IA |
1 | Based on 17,933,859 shares outstanding as of June 11, 2014 as stated in Rand Logistics, Inc.s Form 10-K for the year ended March 31, 2014. |
CUSIP No. 752182105 | 13D | Page 3 of 6 Pages |
1. | NAMES OF REPORTING PERSONS
Jonathan R. Evans | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS (see instructions)
PF | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
The reporting person is a U.S. citizen. | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
488,901 | ||||
8. | SHARED VOTING POWER
| |||||
9. | SOLE DISPOSITIVE POWER
| |||||
10. | SHARED DISPOSITIVE POWER
| |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
488,901 | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.73%2 | |||||
14. | TYPE OF REPORTING PERSON (see instructions)
IN |
2 | Based on 17,933,859 shares outstanding as of June 11, 2014 as stated in Rand Logistics, Inc.s Form 10-K for the year ended March 31, 2014. |
CUSIP No. 752182105 |
13D |
Page 4 of 6 Pages |
Item 1. | Security and Issuer. |
This statement on Schedule 13D relates to the common stock, $.0001 par value (the Shares), of Rand Logistics, Inc. (Rand). The address of the principal executive offices of Rand Logistics, Inc. is 500 Fifth Avenue, 50th Floor, New York, NY 10110.
Item 2. | Identity and Background. |
This statement on Schedule 13D is being filed on behalf of JWEST, LLC (JWEST), an Indiana limited liability company, and Jonathan R. Evans, a 70% owner of JWEST. The address of JWESTs principal business and principal office is 501 Congressional Boulevard, Carmel, IN 46032. Mr. Evans business address is also 501 Congressional Boulevard, Carmel, IN 46032. JWESTs principal business is to serve as an investment advisor.
During the last five years, neither JWEST nor Mr. Evans have been convicted in a criminal proceeding.
During the last five years, neither JWEST nor Mr. Evans have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws of finding any violation with respect to such laws.
Item 3. | Source or Amount of Funds or Other Consideration. |
JWEST and Mr. Evans used an aggregate of approximately $8,720,560 to purchase the Shares reported as beneficially owned in Item 5. JWEST used approximately $6,082,704 of funds that were provided through the accounts of certain of its investment advisory clients in order to purchase the Shares for such clients. Mr. Evans used approximately $2,637,856 to purchase the Shares owned directly by him.
Item 4. | Purpose of Transaction. |
On July 1, 2014, JWEST sent notice to the Executive Chairman of the Board of Directors of Rand (the Board) of its intent to nominate Sean OConnor and Jonathan R. Evans as candidates for election to the Board at Rands 2014 Annual Meeting of Stockholders. A copy of the notice is attached as Exhibit 1. Except as set forth in this Item 4, the reporting persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Securities Exchange Act of 1934.
Item 5. | Interest in Securities of the Issuer. |
(a) JWEST beneficially owns 1,412,877 Shares, which constitutes approximately 7.88% of Rands outstanding Shares, based on 17,933,859 Shares outstanding as of June 11, 2014 as stated in Rands Form 10-K for the year ended March 31, 2014. Mr. Evans beneficially owns 488,901 Shares, which constitutes approximately 2.73% of Rands outstanding Shares, based on 17,933,859 Shares outstanding as of June 11, 2014 as stated in Rands Form 10-K for the year ended March 31, 2014.
(b) JWEST has sole dispositive power over 1,412,877 Shares. Mr. Evans has sole voting power over 488,901 Shares.
CUSIP No. 752182105 |
13D |
Page 5 of 6 Pages |
(c) The transactions below were effected during the past 60 days.
Person Effecting the Transaction |
Date of Transaction | Amount of Shares | Price/Share | Where/How | ||||||||||
Jonathan Evans |
6/16/2014 | 3,000 | $ | 6.03 | TD Ameritrade | |||||||||
Jonathan Evans |
6/12/2014 | 3,000 | $ | 6.16 | TD Ameritrade | |||||||||
Jonathan Evans |
6/11/2014 | 5,000 | $ | 6.07 | TD Ameritrade | |||||||||
Jonathan Evans |
6/11/2014 | 315 | $ | 6.05 | TD Ameritrade | |||||||||
Jonathan Evans |
6/10/2014 | 4,000 | $ | 6.09 | TD Ameritrade | |||||||||
Jonathan Evans |
6/9/2014 | 3,000 | $ | 6.15 | TD Ameritrade | |||||||||
Jonathan Evans |
5/30/2014 | 3,000 | $ | 5.93 | TD Ameritrade | |||||||||
Jonathan Evans |
5/28/2014 | 5,000 | $ | 5.82 | TD Ameritrade | |||||||||
Jonathan Evans |
5/27/2014 | 7,100 | $ | 5.84 | TD Ameritrade | |||||||||
Jonathan Evans |
5/22/2014 | 100 | $ | 5.93 | TD Ameritrade | |||||||||
Jonathan Evans |
5/22/2014 | 2,900 | $ | 5.93 | TD Ameritrade | |||||||||
Jonathan Evans |
5/21/2014 | 5,000 | $ | 5.90 | TD Ameritrade | |||||||||
Jonathan Evans |
5/20/2014 | 4,000 | $ | 5.82 | TD Ameritrade | |||||||||
Jonathan Evans |
5/19/2014 | 3,000 | $ | 5.90 | TD Ameritrade | |||||||||
Jonathan Evans |
5/16/2014 | 3,500 | $ | 6.07 | TD Ameritrade | |||||||||
Jonathan Evans |
5/9/2014 | 500 | $ | 6.44 | TD Ameritrade | |||||||||
Jonathan Evans |
5/9/2014 | 5,000 | $ | 6.43 | TD Ameritrade | |||||||||
Jonathan Evans |
5/9/2014 | 3,000 | $ | 6.45 | TD Ameritrade | |||||||||
Jonathan Evans |
5/8/2014 | 3,000 | $ | 6.39 | TD Ameritrade | |||||||||
Jonathan Evans |
5/7/2014 | 3,000 | $ | 6.30 | TD Ameritrade | |||||||||
Jonathan Evans |
5/6/2014 | 5,000 | $ | 6.19 | TD Ameritrade | |||||||||
Jonathan Evans |
5/5/2014 | 3,110 | $ | 6.10 | TD Ameritrade | |||||||||
Jonathan Evans |
5/2/2014 | 10,000 | $ | 5.81 | TD Ameritrade |
(d) The investment advisory clients of JWEST have the sole right to receive and, subject to the notice, withdrawal and/or termination provisions of such advisory contracts, the sole power to direct the receipt of dividends from, and the proceeds of sale of, any of the Shares beneficially owned by JWEST on behalf of such clients. Except as noted, no such client or partnership has an interest by virtue of such relationship that relates to more than 5% of the Shares.
(e) Not applicable.
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Neither JWEST nor members of JWEST have any contracts, arrangements, understandings or relationships (legal or otherwise) with other persons with respect to securities of Rand other than as described in this Schedule 13D.
Item 7. | Material to Be Filed as Exhibits. |
Exhibit 1 Letter to Executive Chairman of the Board of Directors of Rand Logistics, Inc.
CUSIP No. 752182105 |
13D |
Page 6 of 6 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: July 9, 2014 | JWEST, LLC: | |||
/s/ Jonathan R. Evans | ||||
Jonathan R. Evans | ||||
Chief Information Officer | ||||
/s/ Jonathan R. Evans |
Exhibit 1
July 1, 2014
Via Overnight Delivery
Laurence S. Levy
Executive Chairman
Rand Logistics, Inc.
500 Fifth Avenue
50th Floor
New York, New York 10110
Re: Notice of Intent to Nominate Directors at the Companys 2014 Annual Meeting of Stockholders
Dear Mr. Levy:
This letter is to advise you that stockholder JWEST LLC hereby notifies Rand Logistics, Inc. (the Company) that it is nominating Sean OConnor and Jonathan R. Evans as nominees for election as directors to the Board of Directors of Rand Logistics, Inc. at the Companys 2014 Annual Meeting of Stockholders as permitted under the Companys Second Amended and Restated Bylaws.
In accordance with the Companys Second Amended and Restated Bylaws, we provide the following information concerning Mr. OConnor and Mr. Evans.
(a) Name, age, business address and residence address of the nominees:
Sean OConnor
Age: 53
Business address: 501 Congressional Blvd., Carmel, IN 46033
Residence address: 13056 Crickle Wood Court, Carmel, IN 46033
Jonathan R. Evans:
Age: 45
Business address: 501 Congressional Blvd., Carmel, IN 46033
Residence address: 9707 Castle Wood Cove, Indianapolis, IN 46280
(b) Principal occupation of nominees:
Mr. O Connor: Certified Public Accountant
Mr. Evans: Equity Analyst and Chief Investment Officer
501 CONGRESSIONAL BLVD., SUITE 300, CARMEL, INDIANA 46032 | JWESTLLC.net | Office 317.819.6200 | Fax 317.819.0056
1
(c) Class and number of shares of capital stock of the Company beneficially owned by the nominees:
Mr. OConnor beneficially owns 26,690 shares of common stock of the Company.
Mr. Evans beneficially owns 488,901 shares of common stock of the Company.
(d) Information relating to the nominees that is required to be disclosed in solicitations for proxies for election of directors pursuant to the Rules and Regulations of the Securities and Exchange Commission under Section 14 of the Securities Exchange Act of 1934:
Please see the biography of Mr. OConnor attached to this letter as Exhibit A and the biography of Mr. Evans attached to this letter as Exhibit B.
(e) Information regarding related party transactions between the Company, the nominees, and/or the stockholder:
Other than Mr. OConnors and Mr. Evans stock ownership in the Company, neither Mr. OConnor nor Mr. Evans has any other relationships with the Company. Mr. OConnor is the managing member of JWEST LLC and holds a 10% interest in JWEST LLC. Mr. OConnor does not have any voting power or dispositive power over the shares that JWEST LLC beneficially owns in the Company. Mr. Evans is an equity analyst and the Chief Investment Officer of JWEST LLC and owns 70% of JWEST LLC. JWEST LLC beneficially owns 1,412,877 shares of common stock of the Company.
(f) Any actual or potential conflicts of interest:
None of Mr. OConnor, Mr. Evans, and JWEST LLC are aware of any actual or potential conflicts of interest.
(g) The nominees biographical data, current public and private affiliations, employment history and qualifications and status as independent under applicable securities laws and/or stock exchange requirements:
Please see the biography of Mr. OConnor attached to this letter as Exhibit A and the biography of Mr. Evans attached to this letter as Exhibit B. Neither Mr. OConnor nor M. Evans have any affiliations with public companies. Mr. OConnor and Mr. Evans qualify as independent under applicable securities laws and NASDAQ requirements.
In accordance with the Companys Second Amended and Restated Bylaws, we provide the following information concerning the stockholder making the nomination:
(a) Name and record address:
JWEST LLC
501 Congressional Blvd., Carmel, IN 46033
2
(b) Class and number of shares of capital stock of the Company beneficially owned by the stockholder:
JWEST LLC directly owns one share of common stock of the Company, and such share is held in JWEST LLCs name. JWEST LLC beneficially owns 1,412,877 shares of common stock of the Company.
(c) Information regarding related party transactions between the Company, the nominees, and/or the stockholder:
Other than JWEST LLCs stock ownership in the Company, JWEST LLC has no other relationships with the Company. Mr. OConnor is the managing member of JWEST LLC and holds a 10% interest in JWEST LLC. Mr. OConnor does not have any voting power or dispositive power over the shares that JWEST LLC beneficially owns in the Company. Mr. Evans is an equity analyst and the Chief Investment Officer of JWEST LLC and owns 70% of JWEST LLC.
(d) Any actual or potential conflicts of interest:
None of Mr. OConnor, Mr. Evans, and JWEST LLC are aware of any actual or potential conflicts of interest.
We agree to make available to the Board of Directors all information reasonably requested in furtherance of the evaluation of this nomination.
The information in this letter and all attachments hereto is as of the date of this hereof. If any information changes, we will notify you of the updated information. This letter and all attachments hereto are submitted in a good faith effort to satisfy the Companys requirements. Should this letter and/or any attachments hereto be deemed deficient in any way, please contact me at (317) 819-6200 so that any deficiency may be cured.
Sincerely,
JWEST, LLC
Jonathan R. Evans, Chief Investment Officer
3
Exhibit A
Sean OConnor, CPA:
Experience Highlights
Sean is one of the founding members of Dauby OConnor & Zaleski, LLC, Certified Public Accountants (DOZ) and has been in the practice of public accounting for over 30 years. DOZ started as a two man firm in 1987, and has grown to a nationally-recognized leader in the real estate arena with clients in over 45 states. DOZ currently employs over 150 professional and administrative staff who reside in four states. DOZs revenues have increased each year in the 27 year history of the firm. DOZ and affiliated entities owned in part by Sean own, occupy and manage a 60,000 square foot office building in Carmel, Indiana.
Sean is nationally known for his expertise in accounting and tax matters related to the development and management of multifamily housing communities. Sean has extensive consulting experience in the structuring of private real estate entities formed to develop multifamily housing communities and the management of the same. Seans role in the development process includes assistance with financial forecasts and projections, securing construction and permanent financing, and investor capital.
Sean is also the Managing Member of JWEST LLC, a Registered Investment Advisor with approximately $135 million under management.
Sean has experience as a management consultant and experience in the management/leadership of a substantial private business enterprise, which are two of the criteria that the Corporate Governance/Nominating Committee seek in director candidates.
Education
B.S., Indiana University Bloomington, Indiana
Professional Organizations
-Member, Indiana CPA Society
-Member, American Institute of Certified Public Accountants
4
Exhibit B
Jonathan R. Evans
Jonathan R. Evans graduated from Butler University in 1991 cum laude with a B.S. in Finance. Mr. Evans began his career working as an equity research analyst and portfolio manager with Heartland Capital Management from 1991 to 1993. During his stint at Heartland Capital, Mr. Evans led the Consults team which grew their Merrill Lynch managed portfolio business from zero assets to $1 billion in assets during his two year period with the firm. From 1993 to 1996, Mr. Evans worked as an equity research analyst and portfolio manager at Conseco Capital Management. He spearheaded Consecos effort to grow their variable annuity business. During his three plus years at Conseco Capital Management, Mr. Evans and his team grew assets under management from $35 million to over $1 billion. From 1996 to 2006, Mr. Evans worked as an equity research consultant for Friess Associates which is the investment advisor for the Brandywine and Brandywine Blue mutual funds. Jonathan spent 2006 through 2009 with the Fundamental Growth Equity team at Wells Capital Management serving as an equity analyst and the director of research. During Mr. Evans tenure at Wells Capital, the team grew assets from just under $10 billion to over $20 billion in assets under management. After the financial crisis in 2008, Mr. Evans believed there were numerous undervalued situations in the financial markets; therefore, he left Wells Capital and joined Edmunds White Partners, LLC hedge fund in 2009. From 2009 to 2012, Mr. Evans responsibilities at Edmunds White Partners, LLC included equity analysis, portfolio management and asset gathering. Lastly, in February of 2013 Mr. Evans started JWEST LLC, where he serves as an equity analyst and Chief Investment Officer, currently owning 70% of the firm.
5
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