-----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, UpASK5yyjG0tZj7NGR5qxdMyIOO/3flYACMHK7ZJVk6Us/mxtAYfVIomPsteipyg vhGhQ2rxL2gzd+UlZe4BfA== 0000921895-09-002784.txt : 20091118 0000921895-09-002784.hdr.sgml : 20091118 20091118171830 ACCESSION NUMBER: 0000921895-09-002784 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091118 DATE AS OF CHANGE: 20091118 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RURAL/METRO CORP /DE/ CENTRAL INDEX KEY: 0000906326 STANDARD INDUSTRIAL CLASSIFICATION: LOCAL & SUBURBAN TRANSIT & INTERURBAN HWY PASSENGER TRAINS [4100] IRS NUMBER: 860746929 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45613 FILM NUMBER: 091194019 BUSINESS ADDRESS: STREET 1: 9221 EAST VIA DE VENTURA CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 4806063886 MAIL ADDRESS: STREET 1: 9221 EAST VIA DE VENTURA CITY: SCOTTSDALE STATE: AZ ZIP: 85258 FORMER COMPANY: FORMER CONFORMED NAME: RURAL METRO CORP /DE/ DATE OF NAME CHANGE: 19930528 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ACCIPITER CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001280190 IRS NUMBER: 134220800 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127058700 MAIL ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: ACCIPITER CAPITAL MANAGEMENT DATE OF NAME CHANGE: 20040213 SC 13D/A 1 sc13da1106588004_11112009.htm AMENDMENT NO. 11 TO THE SCHEDULE 13D sc13da1106588004_11112009.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 11)1

Rural/Metro Corporation
(Name of Issuer)

Common Stock, $0.01 Par Value
(Title of Class of Securities)

781748108
(CUSIP Number)
 
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 11, 2009
(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.


_______________
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 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. 781748108
 
1
NAME OF REPORTING PERSON
 
ACCIPITER LIFE SCIENCES FUND, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
600,149
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
600,149
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
600,149
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.41%
14
TYPE OF REPORTING PERSON
 
PN

2
CUSIP NO. 781748108
 
1
NAME OF REPORTING PERSON
 
ACCIPITER LIFE SCIENCES FUND (OFFSHORE), LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
890,918
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
890,918
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
890,918
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.58%
14
TYPE OF REPORTING PERSON
 
CO

3
CUSIP NO. 781748108
 
1
NAME OF REPORTING PERSON
 
CANDENS CAPITAL, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
600,149
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
600,149
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
600,149
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.41%
14
TYPE OF REPORTING PERSON
 
OO

4
CUSIP NO. 781748108
 
1
NAME OF REPORTING PERSON
 
ACCIPITER CAPITAL MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
890,918
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
890,918
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
890,918
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.58%
14
TYPE OF REPORTING PERSON
 
OO

5
CUSIP NO. 781748108
 
1
NAME OF REPORTING PERSON
 
GABE HOFFMAN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,491,067
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,491,067
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,491,067
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.99%
14
TYPE OF REPORTING PERSON
 
IN

6
CUSIP NO. 781748108
 
The following constitutes Amendment No. 11 (“Amendment No. 11”) to the Schedule 13D filed by the undersigned.  This Amendment No. 11 amends the Schedule 13D as specifically set forth.
 
Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 600,149 Shares owned by ALS Fund is $2,037,813, including brokerage commissions.  The Shares owned by ALS Fund were acquired with partnership funds.

The aggregate purchase price of the 890,918 Shares owned by ALS Fund Offshore is $3,510,581, including brokerage commissions.  The Shares owned by ALS Fund Offshore were acquired using its working capital.

Item 5(a) is hereby amended and restated to read as follows:
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 24,889,105 Shares outstanding, which is the total number of Shares outstanding as of November 3, 2009 as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 9, 2009.
 
As of the close of business on November 18, 2009, ALS Fund beneficially owned 600,149 Shares, constituting approximately 2.41% of the Shares outstanding.  As the general partner of ALS Fund, Candens Capital may be deemed to beneficially own the 600,149 Shares owned by ALS Fund, constituting approximately 2.41% of the Shares outstanding.
 
As of the close of business on November 18, 2009, ALS Fund Offshore beneficially owned 890,918 Shares, constituting approximately 3.58% of the Shares outstanding.  As the investment manager of ALS Fund Offshore, Accipiter Management may be deemed to beneficially own the 890,918 Shares owned by ALS Fund Offshore, constituting approximately 3.58% of the Shares outstanding.
 
As the managing member of each of Accipiter Management and Candens Capital, Mr. Hoffman may be deemed to beneficially own 1,491,067 Shares collectively owned by the Accipiter Entities, constituting approximately 5.99% of the Shares outstanding.  Mr. Hoffman has sole voting and dispositive power with respect to the 1,491,067 Shares owned by the Accipiter Entities by virtue of his authority to vote and dispose of such Shares.
 
Item 5(c) is hereby amended to add the following:
 
Schedule A annexed hereto lists all transactions by the Reporting Persons since the filing of Amendment No. 10 to the Schedule 13D.  All of such transactions were effected in the open market unless otherwise noted.
 
7
CUSIP NO. 781748108
 
SIGNATURES
 
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:  November 18, 2009
ACCIPITER LIFE SCIENCES FUND, LP
   
 
By:
Candens Capital, LLC
its general partner
   
 
By:
/s/ Gabe Hoffman
   
Gabe Hoffman, Managing Member


 
ACCIPITER LIFE SCIENCES FUND (OFFSHORE), LTD.
   
 
By:
Accipiter Capital Management, LLC
its investment manager
   
 
By:
/s/ Gabe Hoffman
   
Gabe Hoffman, Managing Member


 
ACCIPITER CAPITAL MANAGEMENT, LLC
   
 
By:
/s/ Gabe Hoffman
   
Gabe Hoffman, Managing Member

 
CANDENS CAPITAL, LLC
   
 
By:
/s/ Gabe Hoffman
   
Gabe Hoffman, Managing Member


 
/s/ Gabe Hoffman
 
GABE HOFFMAN
 
8
CUSIP NO. 781748108

SCHEDULE A
 
TRANSACTIONS IN SHARES OF THE ISSUER SINCE THE FILING OF
AMENDMENT NO. 10 TO THE SCHEDULE 13D
 
All transactions were effected in the open market unless otherwise noted.
 
Class
of Security
Quantity
Purchased/(Sold)
Price Per
Unit ($)
Date of
Purchase/Sale
 
Accipiter Life Sciences Fund, LP
 
Common Stock
(207,334)*
  
5.1799
10/27/2009
Common Stock
(1,007)
  
5.2462
10/27/2009
Common Stock
(9,506)
  
5.2645
10/27/2009
Common Stock
(20,943)
  
5.2100
10/28/2009
Common Stock
(4,426)
  
5.0290
11/09/2009
Common Stock
(26,571)
  
5.0591
11/09/2009
Common Stock
(402)
  
5.0721
11/10/2009
Common Stock
(20,452)
  
5.1030
11/11/2009
Common Stock
(21,215)
  
5.2068
11/12/2009
Common Stock
(4,018)
  
5.1750
11/12/2009
Common Stock
(12,054)
  
5.1830
11/12/2009
Common Stock
(7,999)
  
5.1800
11/12/2009
Common Stock
(10,677)
  
5.2000
11/12/2009
Common Stock
(13,142)
  
5.5520
11/13/2009
Common Stock
(5,024)
  
5.2400
11/13/2009
Common Stock
(27,977)
  
5.6000
11/13/2009
Common Stock
(14,866)
  
5.5600
11/13/2009
Common Stock
(356)
  
5.5590
11/13/2009
Common Stock
(4,543)
  
5.6227
11/16/2009
Common Stock
(13,025)
  
5.6500
11/16/2009
Common Stock
(4,156)
  
5.6838
11/16/2009
 Common Stock (10,049)   5.6898
11/17/2009
Common Stock
 (4,220)   5.6642
11/17/2009
Common Stock
 (68,078)   5.7020
11/18/2009
 Common Stock (22,221)   5.8130
11/18/2009
Common Stock
 (3,901)   5.8859
11/18/2009
 
* Shares were transferred to Accipiter Life Sciences Fund (Offshore), Ltd., an affiliate of Accipiter Life Sciences Fund, LP, in connection with a restructuring of the Reporting Persons’ ownership in the Issuer.
 
9
CUSIP NO. 781748108
 
Class
of Security
Quantity
Purchased/(Sold)
Price Per
Unit ($)
Date of
Purchase/Sale
 
Accipiter Life Sciences Fund (Offshore), Ltd.
 
Common Stock
207,334**
  
5.1799
10/27/2009
Common Stock
(14,094)
  
5.2646
10/27/2009
Common Stock
(1,493)
  
5.2464
10/27/2009
Common Stock
(31,057)
  
5.2098
10/28/2009
Common Stock
(6,574)
  
5.0298
11/09/2009
Common Stock
(36,929)
  
5.0590
11/09/2009
Common Stock
(598)
  
5.0735
11/10/2009
Common Stock
(30,448)
  
5.1031
11/11/2009
Common Stock
(31,585)
  
5.2071
11/12/2009
Common Stock
(5,982)
  
5.1748
11/12/2009
Common Stock
(17,946)
  
5.1830
11/12/2009
Common Stock
(11,901)
  
5.2000
11/12/2009
Common Stock
(15,883)
  
5.2100
11/12/2009
Common Stock
(19,558)
  
5.5520
11/13/2009
Common Stock
(7,476)
  
5.2420
11/13/2009
Common Stock
(41,639)
  
5.5594
11/13/2009
Common Stock
(22,125)
  
5.5600
11/13/2009
Common Stock
(529)
  
5.5708
11/13/2009
Common Stock
(6,757)
  
5.6227
11/16/2009
Common Stock
(60)
  
5.5833
11/16/2009
Common Stock
(19,315)
  
5.6516
11/16/2009
Common Stock
(6,182)
  
5.6837
11/16/2009
Common Stock
 (14,951)   5.6899
11/17/2009
Common Stock
 (6,280)   5.6644
11/17/2009
Common Stock
 (101,222)    5.7020
11/18/2009
Common Stock
 (33,145)    5.8130
11/18/2009
Common Stock
 (5,799)    5.8859
11/18/2009
 
Accipiter Capital Management, LLC
 
None
 
Candens Capital, LLC
 
None
 
Gabe Hoffman
 
None

** Shares were acquired from Accipiter Life Sciences Fund, LP, an affiliate of Accipiter Life Sciences Fund (Offshore), Ltd., in connection with a restructuring of the Reporting Persons’ ownership in the Issuer.
 
10
 -----END PRIVACY-ENHANCED MESSAGE-----