As previously disclosed, the Company entered into a Transaction Agreement and Agreement and Plan of Merger, dated as of June 3, 2009, by and among the Company, Cowen, Lexington Merger Corp., Ramius and RCG. Pursuant to General Instruction B.3 of Form 8-K, the following are incorporated by reference in this Item 2.01 from the Registration Statement:

º the description of the Transaction Agreement and the Transactions, and the description of the other agreements related to the Transactions, contained under the captions "The Transaction Agreement" and "Other Agreements Related to the Transactions," respectively; and

º the information under the captions "Description of Capital Stock of New Parent" and "Proposal 1: The Transactions - Interests of Certain Persons in the Transactions."

At the special meeting of stockholders of the Company, held on November 2, 2009 (the "Special Meeting"), stockholders of the Company voted to adopt the Transaction Agreement and approve the Transactions. Immediately following the special meeting on November 2, 2009, the Transactions were consummated. At the closing, Merger Sub merged with and into the Company, with the Company being the surviving corporation and a direct wholly-owned subsidiary of Cowen; and Ramius acquired substantially all of the assets and assumed substantially all of the liabilities of RCG. Following the consummation of the Transactions, Cowen is the parent of both the Company and Ramius.

On November 2, 2009, the Company notified The NASDAQ Stock Market, LLC ("NASDAQ"), which maintains the principal listing for the common stock, par value $0.01 per share, of the Company, that the stockholders of the Company voted to adopt the Transaction Agreement and approve the Transactions at the Special Meeting and that the Transactions had been consummated. The Company therefore requested that the trading in the common stock of the Company be suspended prior to the start of business on November 2, 2009 and that NASDAQ file a Form 25 with the Securities and Exchange Commission on its behalf.

To the extent required by Item 3.03 of Form 8-K, the information contained in Items 2.01 and 5.03 of this Current Report is incorporated by reference in this Item 3.03.

Prior to the Transactions, the financial statements of the former Cowen Group, Inc. were audited by Ernst & Young LLP ("Ernst & Young").

On November 2, 2009, Ernst & Young's engagement as the former Cowen Group, Inc.'s principal accountant ended upon the closing of the Transactions.

The reports of Ernst & Young on the financial statements of the former Cowen Group, Inc. as of and for each of the two fiscal years ended December 31, 2008 and 2007 did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

In connection with the audits of the former Cowen Group, Inc.'s financial statements for each of the two fiscal years ended December 31, 2008, and in the subsequent interim period through November 2, 2009, the date of the dismissal of Ernst & Young, there were no disagreements with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Ernst & Young's satisfaction, would have caused Ernst & Young to make reference to the subject matter of the disagreement in connection with its report.

The Company provided Ernst & Young with a copy of the foregoing disclosures and requested that Ernst & Young furnish the Company a letter addressed to the Securities and Exchange Commission stating whether it agrees with them. A copy of Ernst & Young's response is attached hereto as Exhibit 16.1.

To the extent required by Item 5.01 of Form 8-K, the information contained in Item 2.01 of this Current Report is incorporated by reference in this Item 5.01.

At the Special Meeting, stockholders of the Company approved an amendment to the 2007 Equity and Incentive Plan (as amended, the "Plan"), as described in the Registration Statement under the caption "Proposal 2: Amended 2007 Equity and Incentive Plan", which section is incorporated by reference in this Item 5.02. The description of the Plan contained therein is qualified in its entirety by reference to the full text of the 2007 Equity and Incentive Plan and Amendment No. 1 thereto, copies of which are attached hereto as Exhibits 10.3 and 10.4,

respectively. The amendment adds 4,000,000 shares of Cowen's common stock to the pool of shares available for awards under the Plan (up from 1,500,000 shares).

On November 2, 2009, the Company issued a press release announcing the consummation of the Transactions, a copy of which is attached hereto as Exhibit 99.1.

(d) Exhibits. The following exhibits are filed herewith:

Exhibit No. Description of Exhibit
10.3        Cowen Group, Inc. 2007 Equity and Incentive Plan (incorporated by
            reference to Exhibit 10.1 to the Form 8-K dated June 7, 2007 filed
            by Cowen Holdings, Inc. (f/k/a Cowen Group, Inc.))

10.4        Amendment No. 1 to the Cowen Group, Inc. 2007 Equity and Incentive
            Plan (incorporated by reference to Appendix C to the Registration
            Statement on Form S-4 (File No. 333-160525) filed on October 2, 2009
            by Cowen Group, Inc. (f/k/a LexingtonPark Parent Corp.)

16.1        Letter of Ernst & Young, LLP, dated November 5, 2009, to the
            Securities and Exchange Commission

99.1        Press Release, dated November 2, 2009 (incorporated by reference to
            Exhibit 99.1 to the Form 8-K dated November 5, 2009 filed by Cowen
            Group, Inc. (f/k/a LexingtonPark Parent Corp.)