-----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, PIDEa2SQojn77bfyvottCTgCG3gB29STuddv1GXWKM/pIHR4us1llOGmvfQJ6tAa dMmv19sB3fiyr8jd5z1loA== 0000921895-08-001057.txt : 20080409 0000921895-08-001057.hdr.sgml : 20080409 20080409170502 ACCESSION NUMBER: 0000921895-08-001057 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080409 DATE AS OF CHANGE: 20080409 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80134 FILM NUMBER: 08748190 BUSINESS ADDRESS: STREET 1: 461 PARK AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-644-3450 MAIL ADDRESS: STREET 1: 461 PARK 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RAMIUS CAPITAL GROUP LLC CENTRAL INDEX KEY: 0001050154 IRS NUMBER: 133937658 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 666 THIRD AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128457900 MAIL ADDRESS: STREET 1: 666 THIRD AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 sc13g06297ran_04022008.htm SCHEDULE 13G sc13g06297ran_04022008.htm
UNITED STATES
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(b)
(Amendment No.  )1
 

Rand Logistics, Inc.
 (Name of Issuer)
 
Common Stock, par value $0.0001 per share
 (Title of Class of Securities)
 
752182105
 (CUSIP Number)
 
April 2, 2008
 (Date of Event Which Requires Filing of this Statement)
 
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
   o  Rule 13d-1(b)
 
   x  Rule 13d-1(c)
 
   o  Rule 13d-1(d)
 
 

_______________
1  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 in 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
 
1
NAME OF REPORTING PERSON
 
RCG Baldwin, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
572,075
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
572,075
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
572,075
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.7%
12
TYPE OF REPORTING PERSON
 
PN

2
CUSIP NO. 752182105
 
1
NAME OF REPORTING PERSON
 
RCG Crimson Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
40,000
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
40,000
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
40,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
LESS THAN 1%
12
TYPE OF REPORTING PERSON
 
PN

3
CUSIP NO. 752182105
 
1
NAME OF REPORTING PERSON
 
RCG Enterprise, Ltd
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
1,062,490 (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
1,062,490 (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,062,490 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.7%
12
TYPE OF REPORTING PERSON
 
CO

(1) Includes 65,415 shares of Common Stock currently issuable upon the exercise of certain warrants.
 
4
CUSIP NO. 752182105
 
1
NAME OF REPORTING PERSON
 
RCG PB, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
50,000
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
50,000
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
50,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
LESS THAN 1%
12
TYPE OF REPORTING PERSON
 
CO

5
CUSIP NO. 752182105
 
1
NAME OF REPORTING PERSON
 
Ramius Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
622,075
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
622,075
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
622,075
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.1%
12
TYPE OF REPORTING PERSON
 
OO

6
CUSIP NO. 752182105
 
1
NAME OF REPORTING PERSON
 
Ramius LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
1,724,565 (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
1,724,565 (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,724,565 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
14.2%
12
TYPE OF REPORTING PERSON
 
IA, OO

(1) Includes 65,415 shares of Common Stock currently issuable upon the exercise of certain warrants.
 
7
CUSIP NO. 752182105
 
1
NAME OF REPORTING PERSON
 
C4S & Co., L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
1,724,565 (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
1,724,565 (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,724,565 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
14.2%
12
TYPE OF REPORTING PERSON
 
OO

(1) Includes 65,415 shares of Common Stock currently issuable upon the exercise of certain warrants.
 
8
CUSIP NO. 752182105
 
1
NAME OF REPORTING PERSON
 
Peter A. Cohen
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
1,724,565 (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
1,724,565 (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,724,565 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
14.2%
12
TYPE OF REPORTING PERSON
 
IN

(1) Includes 65,415 shares of Common Stock currently issuable upon the exercise of certain warrants.
 
9
CUSIP NO. 752182105
 
1
NAME OF REPORTING PERSON
 
Morgan B. Stark
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
1,724,565 (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
1,724,565 (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,724,565 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
14.2%
12
TYPE OF REPORTING PERSON
 
IN

(1) Includes 65,415 shares of Common Stock currently issuable upon the exercise of certain warrants.
 
10
CUSIP NO. 752182105
 
1
NAME OF REPORTING PERSON
 
Thomas W. Strauss
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
1,724,565 (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
1,724,565 (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,724,565 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
14.2%
12
TYPE OF REPORTING PERSON
 
IN

(1) Includes 65,415 shares of Common Stock currently issuable upon the exercise of certain warrants.
 
11
CUSIP NO. 752182105
 
1
NAME OF REPORTING PERSON
 
Jeffrey M. Solomon
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
1,724,565 (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
1,724,565 (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,724,565 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
14.2%
12
TYPE OF REPORTING PERSON
 
IN

(1) Includes 65,415 shares of Common Stock currently issuable upon the exercise of certain warrants.

12
CUSIP NO. 752182105
 
Item 1(a).
Name of Issuer:

Rand Logistics, Inc. (the “Issuer”)

Item 1(b).
Address of Issuer's Principal Executive Offices:

461 5th Avenue, 25th Floor
New York, New York 10017

Item 2(a).
Name of Person Filing
Item 2(b).
Address of Principal Business Office or, if None, Residence
Item 2(c).
Citizenship


RCG Crimson Partners, L.P. (“Crimson”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: Delaware

RCG Baldwin, L.P. (“Baldwin”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: Delaware

RCG Enterprise, Ltd (“RCG Enterprise”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: Cayman Islands

RCG PB, Ltd. (“RCG PB”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: Cayman Islands

Ramius Advisors, LLC (“Ramius Advisors”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: Delaware

Ramius LLC (“Ramius”)
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: Delaware
 
 
13
CUSIP NO. 752182105

C4S & Co., L.L.C. (“C4S”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: Delaware

Peter A. Cohen (“Mr. Cohen”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: United States

Morgan B. Stark (“Mr. Stark”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: United States

Thomas W. Strauss (“Mr. Strauss”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: United States

Jeffrey M. Solomon (“Mr. Solomon”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: United States

Item 2(d).
Title of Class of Securities:

Common Stock, par value $0.0001 per share (the “Common Stock”)

 Item 2(e).
CUSIP Number:

752182105

Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

/X/           Not Applicable.

 
(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).
 
 
14
CUSIP NO. 752182105
 
(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 association 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

(a)  
Amount beneficially owned:

As of the date hereof, (i) Baldwin may be deemed to beneficially own 572,075 shares of Common Stock, (ii) Crimson may be deemed to beneficially own 40,000 shares of Common Stock, (iii) RCG Enterprise may be deemed to beneficially own 1,062,490 shares of Common Stock, consisting of 997,075 shares of Common Stock and 65,415 shares of Common Stock currently issuable upon the exercise of certain warrants, and (iv) RCG PB may be deemed to beneficially own 50,000 shares of Common stock.

Ramius Advisors, as the general partner of Baldwin and as the investment advisor of RCG PB, may be deemed to beneficially own the 572,075 shares and the 50,000 shares of Common Stock beneficially owned by Baldwin and RCG PB, respectively.

Ramius, as the investment manager of RCG Enterprise, the sole member of Ramius Advisors and the general partner of Crimson may be deemed to beneficially own the 1,062,490 shares, 622,075 shares and 40,000 shares of Common Stock beneficially owned by RCG Enterprise, Ramius Advisors and Crimson, respectively.

C4S, as the managing member of Ramius, may be deemed to beneficially own the 1,724,565 shares of Common Stock beneficially owned in the aggregate by Ramius.

Messrs. Cohen, Stark, Strauss and Solomon, as the sole managing members of C4S, may be deemed to beneficially own the 1,724,565 shares of Common Stock beneficially owned in the aggregate by C4S.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person.  Each of Ramius Advisors, Ramius, C4S and Messrs. Cohen, Stark, Strauss and Solomon disclaims beneficial ownership of the shares of Common Stock beneficially owned by Baldwin, Crimson, RCG Enterprise and RCG PB and the filing of this statement shall not be construed as an admission that any such person is the beneficial owner of any such securities.
 
 
15
CUSIP NO. 752182105

 
(b)  
Percent of class:

14.2%

Based on 12,092,142 shares of Common Stock outstanding as of February 14, 2008, as reported in the Issuer’s Quarterly Report on Form 10QSB, as filed with the Securities and Exchange Commission on February 14, 2008.  As of the date hereof, (i) Baldwin may be deemed to beneficially own 4.7% of the outstanding shares of Common Stock, (ii) Crimson may be deemed to beneficially own less than 1% of the outstanding shares of Common Stock, (iii) RCG Enterprise may be deemed to beneficially own 8.7% of the outstanding shares of Common Stock, (iv) RCG PB may be deemed to beneficially own less than one percent of the outstanding shares of Common Stock, (v) Ramius Advisors may be deemed to beneficially own 5.1% of the outstanding shares of Common Stock, and (vi) each of Ramius, C4S, and Messrs. Cohen, Stark, Strauss and Solomon may be deemed to beneficially own 14.2% of the outstanding shares of Common Stock.
 
(c)  
Number of shares as to which such person has:

(i)  
Sole power to vote or to direct the vote

See Cover Pages Items 5-9.

(ii)  
Shared power to vote or to direct the vote
 
See Cover Pages Items 5-9.
 
(iii)  
Sole power to dispose or to direct the disposition of
 
See Cover Pages Items 5-9.
 
(vi)  
Shared power to dispose or to direct the disposition of
 
See Cover Pages Items 5-9.

Item 5.
Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.
Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

Item 8.
Identification and Classification of Members of the Group.

See Exhibit 99.1.
 
 
16
CUSIP NO. 752182105

Item 9.
Notice of Dissolution of Group.

Not Applicable.

Item 10.
Certifications.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above 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 the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits:

Exhibit 99.1: Joint Filing Agreement, dated as of April 9, 2008, by and among Baldwin, Crimson, RCG Enterprise, RCG PB, Ramius Advisors, Ramius, C4S and Messrs. Cohen, Stark, Strauss and Solomon.

Exhibit 99.2: Power of Attorney for Messrs. Cohen, Stark, Strauss and Solomon dated August 16, 2007.
 
 
17
CUSIP NO. 752182105

SIGNATURE

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

 Dated: April 9, 2008
 

RCG BALDWIN, L.P.
By: Ramius Advisors, LLC,
       its investment advisor
By: Ramius LLC,
       its managing member
 
RCG ENTERPRISE, LTD
By: Ramius LLC,
       its investment manager
 
RCG PB, LTD.
By: Ramius Advisors, LLC
       its investment advisor
 
 
RCG CRIMSON PARTNERS, L.P.
By: Ramius LLC,
       its general partner
 
RAMIUS ADVISORS, LLC
By: Ramius LLC,
       its sole member
 
RAMIUS LLC
By: C4S & Co., L.L.C.,
        as managing member
 
C4S & CO., L.L.C.
 

By:
/s/ Jeffrey M. Solomon
Name:  Jeffrey M. Solomon
Title:  Authorized Signatory



/s/ Jeffrey M. Solomon
    
JEFFREY M. SOLOMON
    
Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss
    
     

 
18
 EX-99.1 2 ex991tosc13g06297ran_040208.htm JOINT FILING AGREEMENT ex991tosc13g06297ran_040208.htm
Exhibit 99.1
 
 
JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13G dated April 9, 2008 with respect to the shares of Common Stock of Rand Logistics, Inc. and any further amendments thereto executed by each and any 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)(1) under the Securities Exchange Act of 1934, as amended.
 

 Dated: April 9, 2008
 

RCG BALDWIN, L.P.
By: Ramius Advisors, LLC,
       its investment advisor
By: Ramius LLC,
       its managing member
 
RCG ENTERPRISE, LTD
By: Ramius LLC,
       its investment manager
 
RCG PB, LTD.
By: Ramius Advisors, LLC
       its investment advisor
 
 
RCG CRIMSON PARTNERS, L.P.
By: Ramius LLC,
       its general partner
 
RAMIUS ADVISORS, LLC
By: Ramius LLC,
       its sole member
 
RAMIUS LLC
By: C4S & Co., L.L.C.,
        as managing member
 
C4S & CO., L.L.C.
 

By:
/s/ Jeffrey M. Solomon
Name:  Jeffrey M. Solomon
Title:  Authorized Signatory



/s/ Jeffrey M. Solomon
    
JEFFREY M. SOLOMON
    
Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss
    
     

 
 EX-99.2 3 ex992tosc13g06297ran_040208.htm POWERS OF ATTORNEY ex992tosc13g06297ran_040208.htm
Exhibit 99.2
 
POWER OF ATTORNEY
 
The undersigned hereby appoints Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, or any of them, his true and lawful attorney-in fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, any settlement agreement, any amendments to any of the foregoing and any related documentation which may be required to be filed in his individual capacity as a result of the undersigned’s beneficial ownership of, or participation in a group with respect to, securities directly or indirectly beneficially owned by Ramius Capital Group, LLC or any of its affiliates, and granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of Peter A, Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, or any of them, under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to file Schedule 13Ds or Schedule 13Gs unless revoked earlier in writing.
 
Date: August 16, 2007
 
 
 
/s/ Peter A. Cohen
  
 
Peter A. Cohen
  
 
 
 
/s/ Morgan B. Stark
  
 
Morgan B. Stark
  
 
 
 
/s/ Jeffrey M. Solomon
  
 
Jeffrey M. Solomon
  
 
 
 
/s/ Thomas W. Strauss
  
 
Thomas W. Strauss
  
 
 

 
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