SC-13G

-----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, Gimf0snKiI1WXVWPCHyc9NgTAUBOFBjyuGPLKsWPHesG/qjpugXxmyo9BGbfIqF6 jJDCUzpBUU0ILr7fbIl+ag== 0000899681-05-000643.txt : 20050926 0000899681-05-000643.hdr.sgml : 20050926 20050926164956 ACCESSION NUMBER: 0000899681-05-000643 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050926 DATE AS OF CHANGE: 20050926 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Rand Acquisition CORP CENTRAL INDEX KEY: 0001294250 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 201195343 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80134 FILM NUMBER: 051103280 BUSINESS ADDRESS: STREET 1: 595 MADISON AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-644-3450 MAIL ADDRESS: STREET 1: 595 MADISON AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Grand Slam Acquisition CORP DATE OF NAME CHANGE: 20040617 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MHR CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001019190 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 335 MADISON AVENUE 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128783550 SC 13G 1 mhr-sc13g_092305.htm SC-13G

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2

RAND ACQUISITION CORPORATION
(Name of Issuer)

Common Stock
(Title of Class of Securities)

752182105
(CUSIP Number)

September 16, 2005
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the 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 ("Exchange 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).

Page 1 of 11 Pages

SCHEDULE 13G

CUSIP No.: 752182105

Page 2 of 11

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) MHR CAPITAL PARTNERS (500) LP (f/k/a MHR Capital Partners LP)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*      Not applicable
                                                                                                                                                     (a) [   ]
                                                                                                                                                     (b) [X]

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware.

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

6

7

8

SOLE VOTING POWER
370,881

SHARED VOTING POWER
- -0-

SOLE DISPOSITIVE POWER
370,881

SHARED DISPOSITIVE POWER
- -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 370,881

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.6%

12	TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13G

CUSIP No.: 752182105

Page 3 of 11

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) MHR ADVISORS LLC

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

6

7

8

SOLE VOTING POWER
420,900

SHARED VOTING POWER
- -0-

SOLE DISPOSITIVE POWER
420,900

SHARED DISPOSITIVE POWER
- -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 420,900

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.5%

12	TYPE OF REPORTING PERSON* OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13G

CUSIP No.: 752182105

Page 4 of 11

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) MARK H. RACHESKY, M.D.

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

6

7

8

SOLE VOTING POWER
420,900

SHARED VOTING POWER
- -0-

SOLE DISPOSITIVE POWER
420,900

SHARED DISPOSITIVE POWER
- -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 420,900

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.5%

12	TYPE OF REPORTING PERSON* IN; HC

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 5 of 11

Item 1(a).

Name of Issuer:

Rand Acquisition Corporation (the "Issuer")

Item 1(b).

Address of Issuer's Principal Executive Offices:

450 Park Avenue, 10th Floor
New York, New York 10022

Item 2(a).

Name of Person Filing:

This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):

MHR Capital Partners (500) LP (f/k/a MHR Capital Partners LP) ("Capital Partners (500)")

MHR Advisors LLC ("MHR Advisors")

Mark H. Rachesky, M.D. ("Dr. Rachesky")

This statement relates to securities held for the accounts of each of Capital Partners (500) and MHR Capital Partners (100) LP ("Capital Partners (100)"). MHR Advisors is the general partner of Capital Partners (500) and Capital Partners (100) and, in such capacity, may be deemed to beneficially own the securities held (an aggregate of 420,900 shares of common stock) for the accounts of each of Capital Partners (500) and Capital Partners (100) (370,881 and 50,019 shares of common stock, respectively). Dr. Rachesky is the managing member of MHR Advisors and, in such capacity, may be deemed to beneficially own the securities held for the accounts of each of Capital Partners (500) and Capital Partners (100).

Item 2(b).

Address of Principal Business Office, or if none, Residence:

The address of the principal place of business office of each of Capital Partners (500), MHR Advisors and Dr. Rachesky is 40 West 57th Street, 24th Floor, New York, New York, 10019.

Item 2(c).

Citizenship:

Capital Partners (500) is a Delaware limited partnership.

MHR Advisors is a Delaware limited liability company.

Dr. Rachesky is a United States citizen.

Item 2(d).

Title of Class of Securities:

common stock, $0.0001 par value per share, of the Issuer (the "Common Stock").

Page 6 of 11

Item 2(e). CUSIP Number:

752182105

Item 3.

If this Statement is Filed Pursuant to Rule 13d-1(b), or Rule 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)

|_| Broker or dealer registered under section 15 of the Exchange Act.

(b)

|_| Bank as defined in section 3(a)(6) of the Exchange Act.

(c)

|_| Insurance company as defined in section 3(a)(19) of the Exchange Act.

(d)

|_| Investment company registered under section 8 of the Investment Company Act.

(e)

|_| An investment adviser in accordance with Rule 13d- 1(b)(1)(ii)(E);

(f)

|_| An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

|_| A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

|_| A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

|_| A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act;

(j)

|_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

Item 4(a)

Amount Beneficially Owned:

As of the date hereof:

Capital Partners (500) is the beneficial owner of 370,881 shares of Common Stock.

MHR Advisors may be deemed to be the beneficial owner of an aggregate of 420,900 shares of Common Stock held for the accounts of Capital Partners (500) and Capital Partners (100), as reflected in Item 2(a) above.

Dr. Rachesky may be deemed to be the beneficial owner of an aggregate of 420,900 shares of Common Stock held for the accounts of Capital Partners (500) and Capital Partners (100) by virtue of his position as managing member of MHR Advisors, as reflected in Item 2(a) above.

Page 7 of 11

Item 4(b)

Percentage of Class:

The percentages set forth below are calculated based on information contained in the Issuer's Form 10-Q for the quarter ended June 30, 2005 which disclosed that as of August 15, 2005, 5,600,000 shares of the Issuer's Common Stock, par value $0.0001 per share, were outstanding.

The number of shares of Common Stock of which Capital Partners (500) is the beneficial owner constitutes approximately 6.6% of the total number of shares of Common Stock outstanding.

The number of shares of Common Stock of which MHR Advisors may be deemed to be the beneficial owner constitutes approximately 7.5% of the total number of shares of Common Stock outstanding.

The number of shares of Common Stock of which Dr. Rachesky may be deemed to be the beneficial owner constitutes approximately 7.5% of the total number of shares of Common Stock outstanding.

Item 4(c)

Number of shares as to which such person has:

Capital Partners (500)

(i)

Sole power to vote or to direct the vote: 370,881

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 370,881

(iv)

Shared power to dispose or to direct the disposition: 0

MHR Advisors

(i)

Sole power to vote or to direct the vote: 420,900

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 420,900

(iv)

Shared power to dispose or to direct the disposition: 0

Dr. Rachesky

(i)

Sole power to vote or to direct the vote: 420,900

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 420,900

(iv)

Shared power to dispose or to direct the disposition: 0

Item 5.

Ownership of Five Percent or Less of a Class:

This Item 5 is not applicable.

Page 8 of 11

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

The partners of each of Capital Partners (500) and Capital Partners (100), including MHR Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held for the accounts of each of Capital Partners (500) and Capital Partners (100) in accordance with their respective ownership interests in Capital Partners (500) and Capital Partners (100).

Item 7.

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

This Item 7 is not applicable.

Item 8.

Identification and Classification of Members of the Group:

This Item 8 is not applicable.

Item 9.

Notice of Dissolution of Group:

This Item 9 is not applicable.

Item 10.

Certifications:

By signing below each signatory certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose of effect.

Page 9 of 11

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

September 26, 2005

MHR CAPITAL PARTNERS (500) LP

By: MHR Advisors LLC, its general partner

/s/ Hal Goldstein
Name: Hal Goldstein
Title: Vice President

MHR ADVISORS LLC

/s/ Hal Goldstein
Name: Hal Goldstein
Title: Vice President

MARK H. RACHESKY, M.D.

/s/ Mark H. Rachesky

Page 10 of 11

EXHIBIT INDEX

A.	Joint Filing Agreement, dated as of September 26, 2005, by and between MHR Capital Partners (500) LP, MHR Advisors LLC and Mark H. Rachesky, M.D.

Page 11 of 11

EXHIBIT A
JOINT FILING AGREEMENT

The undersigned hereby agree that this Initial Statement on Schedule 13G with respect to the shares of common stock of Rand Acquisition Corporation, dated as of September 26, 2005, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

September 26, 2005

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