-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QU37TgQbhMdxYl9+7vDzvNm4FbL13kNjrXnbOavNlnw68W0v0m8J9MpYkz5ECAqM 4aoAsYovEGw2081EUJ2OnA== 0000921895-08-002710.txt : 20081031 0000921895-08-002710.hdr.sgml : 20081031 20081031173843 ACCESSION NUMBER: 0000921895-08-002710 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080402 FILED AS OF DATE: 20081031 DATE AS OF CHANGE: 20081031 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Rand Logistics, Inc. CENTRAL INDEX KEY: 0001294250 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 201195343 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 461 FIFTH AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-644-3450 MAIL ADDRESS: STREET 1: 461 FIFTH AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Rand Acquisition CORP DATE OF NAME CHANGE: 20040618 FORMER COMPANY: FORMER CONFORMED NAME: Grand Slam Acquisition CORP DATE OF NAME CHANGE: 20040617 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RCG PB, Ltd CENTRAL INDEX KEY: 0001401165 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33345 FILM NUMBER: 081155630 BUSINESS ADDRESS: STREET 1: C/O RAMIUS CAPITAL GROUP, LLC STREET 2: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: C/O RAMIUS CAPITAL GROUP, LLC STREET 2: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RCG Enterprise Ltd CENTRAL INDEX KEY: 0001418492 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33345 FILM NUMBER: 081155631 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAMIUS ADVISORS LLC CENTRAL INDEX KEY: 0001275893 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33345 FILM NUMBER: 081155632 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RCG BALDWIN LP CENTRAL INDEX KEY: 0001275890 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33345 FILM NUMBER: 081155633 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: C/O RAMIUS LLC STREET 2: 599 LEXINGTON AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAMIUS LLC CENTRAL INDEX KEY: 0001050154 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33345 FILM NUMBER: 081155634 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: RAMIUS CAPITAL GROUP LLC DATE OF NAME CHANGE: 20010212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RCG Crimson Partners, LP CENTRAL INDEX KEY: 0001427568 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33345 FILM NUMBER: 081155629 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 3/A 1 ram96.xml X0203 3/A 2008-04-02 2008-04-09 0 0001294250 Rand Logistics, Inc. RLOG 0001050154 RAMIUS LLC 599 LEXINGTON AVE. 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001275890 RCG BALDWIN LP C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001275893 RAMIUS ADVISORS LLC C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001401165 RCG PB, Ltd C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001427568 RCG Crimson Partners, LP C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001418492 RCG Enterprise Ltd CITCO FUND SERVICES LIMITED CORPORATE CENTER, WEST BAY ROAD GRAND CAYMAN 0 0 1 0 Common Stock, $.0001 par value 993951 I By Ramius Enterprise Master Fund Ltd Common Stock, $.0001 par value 40000 I By Ramius Select Equity Fund LP Common Stock, $.0001 par value 572075 I By RCG Baldwin, L.P. Common Stock, $.0001 par value 50000 I By RCG PB, Ltd. Warrants (right to buy) 5.0000 2006-03-03 2008-10-26 Common Stock, $.0001 par value 65415 I By Ramius Enterprise Master Fund Ltd Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transaction being filed with the Securities and Exchange Commission. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose. Since the filing of the initial Form 3, RCG Enterprise, Ltd. changed its name to Ramius Enterprise Master Fund Ltd (Enterprise). As a result of a reorganization of the Reporting Persons and their affiliates, Ramius Advisors, LLC (Ramius Advisors) serves as the investment advisor of Enterprise. Ramius Advisors, as the investment manager of Enterprise, may be deemed to beneficially own the 993,951 shares of Common Stock beneficially owned by Enterprise. Ramius LLC (Ramius), as the sole member of Ramius Advisors, may be deemed to beneficially own the 993,951 shares of Common Stock beneficially owned by Enterprise. Since the filing of the initial Form 3, RCG Crimson Partners, LP, changed its name to Ramius Select Equity Fund LP (Select Equity Fund). Ramius, as general partner of Select Equity Fund, may be deemed to beneficially own the 40,000 shares of Common Stock beneficially owned by Crimson. Ramius Advisors, as the general partner of RCG Baldwin, L.P. (Baldwin), may be deemed to beneficially own the 572,075 shares of Common Stock beneficially owned by Baldwin. Ramius, as the sole member of Ramius Advisors, may be deemed to beneficially own the 572,075 shares of Common Stock beneficially owned by Baldwin. Shares of Common Stock beneficially owned by RCG PB, Ltd. (RCG PB). Ramius Advisors, as the investment advisor of RCG PB, may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. Ramius, as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. Enterprise beneficially owns 65,415 warrants convertible into Common Stock at a ratio of one warrant for one share of Common Stock (the Warrants). Ramius Advisors, as the investment advisor of Enterprise, may be deemed to beneficially own the 65,415 Warrants beneficially owned by Enterprise. Ramius, as the sole member of Ramius Advisors, may be deemed to beneficially own the 65,415 Warrants beneficially owned by Enterprise. Each Reporting Person disclaims beneficial ownership of the Warrants except to the extent of its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of the Warrants for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. By: Ramius LLC; By: /s/ Owen S. Littman, Authorized Signatory 2008-04-09 By: RCG Baldwin, L.P.; By: /s/ Owen S. Littman, Authorized Signatory 2008-04-09 By: Ramius Advisors, LLC; By: /s/ Owen S. Littman, Authorized Signatory 2008-04-09 By: RCG PB, Ltd.; By: /s/ Owen S. Littman, Authorized Signatory 2008-04-09 By: Ramius Select Equity Fund LP; By: /s/ Owen S. Littman, Authorized Signatory 2008-04-09 By: Ramius Enterprise Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory 2008-04-09 -----END PRIVACY-ENHANCED MESSAGE-----