sec document

-----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, QWnVfYSGY59thr/OqcUqkakWaE9KH1rlX9VvVZJd9tvY0Bo26Y46xqp8tT32Vl8z INLCZMs4K3G25XNYIgqd3Q== 0000921895-07-002054.txt : 20070831 0000921895-07-002054.hdr.sgml : 20070831 20070831162705 ACCESSION NUMBER: 0000921895-07-002054 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20070831 DATE AS OF CHANGE: 20070831 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: 071094803 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 sc13da606588004_08302007.htm sec document


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                 --------------
                                  SCHEDULE 13D
                                 (RULE 13d-101)
             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)

                              (Amendment No. 6)(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)

                                 August 30, 2007
                                 ---------------
             (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 Rule  13d-1(e),  13d-1(f)  or  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 Rule 13d-7 for other
parties to whom copies are to be sent.

                         (Continued on following pages)
                              (Page 1 of 24 Pages)


- ----------------
(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 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                   13D                    Page 2 of 24 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    ACCIPITER LIFE SCIENCES FUND, LP
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  745,595
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              745,595
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    745,595
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    3.02%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    PN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 3 of 24 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    ACCIPITER LIFE SCIENCES FUND (OFFSHORE), LTD.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  749,867
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              749,867
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    749,867
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    3.04%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    CO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 4 of 24 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    ACCIPITER LIFE SCIENCES FUND II, LP
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  534,951
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              534,951
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    534,951
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    2.17%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    PN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 5 of 24 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    ACCIPITER LIFE SCIENCES FUND II (OFFSHORE), LTD.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  1,059,333
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              1,059,333
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    1,059,333
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    4.29%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    CO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 6 of 24 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    ACCIPITER LIFE SCIENCES FUND II (QP), LP
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  611,901
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              611,901
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    611,901
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    2.48%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    PN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 7 of 24 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    CANDENS CAPITAL, LLC
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  1,892,447
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              1,892,447
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    1,892,447
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    7.67%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    OO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 8 of 24 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    ACCIPITER CAPITAL MANAGEMENT, LLC
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  1,809,200
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              1,809,200
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    1,809,200
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    7.33%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    OO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 9 of 24 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    GABE HOFFMAN
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  3,701,647
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              3,701,647
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    3,701,647
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    14.99%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 10 of 24 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    NICOLE VIGLUCCI
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*


- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    - 0 -
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    0%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 11 of 24 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    MOHSIN Y. MEGHJI
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*


- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    - 0 -
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    0%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 12 of 24 Pages
- ----------------------                                    ----------------------


      The  following  constitutes  Amendment  No. 6  ("Amendment  No. 6") to the
Schedule 13D filed by the undersigned.  This Amendment No. 6 amends the Schedule
13D as specifically set forth.

      Item 2 is hereby amended and restated as follows:

            (a) This statement is jointly filed by Accipiter Life Sciences Fund,
LP, a Delaware limited  partnership  ("ALS Fund"),  Accipiter Life Sciences Fund
(Offshore), Ltd., a Cayman Islands company ("ALS Fund Offshore"), Accipiter Life
Sciences Fund II, LP, a Delaware limited partnership ("ALS Fund II"),  Accipiter
Life Sciences Fund II (Offshore),  Ltd., a Cayman Islands  company ("ALS Fund II
Offshore"),  Accipiter  Life  Sciences  Fund II  (QP),  LP, a  Delaware  limited
partnership  ("ALS Fund II QP") (together with ALS Fund, ALS Fund Offshore,  ALS
Fund  II,  ALS Fund II  Offshore,  ALS Fund II QP,  the  "Accipiter  Entities"),
Accipiter  Capital  Management,   LLC,  a  Delaware  limited  liability  company
("Accipiter  Management"),  Candens Capital,  LLC, a Delaware limited  liability
company ("Candens Capital"), Gabe Hoffman, Nicole Viglucci and Mohsin Y. Meghji.
Each of the foregoing is referred to as a "Reporting Person" and collectively as
the "Reporting  Persons." Each of the Reporting Persons is party to that certain
Joint  Filing  and  Solicitation  Agreement  as  further  described  in  Item 6.
Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

            Candens Capital is the general partner of each of ALS Fund, ALS Fund
II and ALS Fund II QP. Accipiter Management is the investment adviser of each of
ALS Fund Offshore and ALS Fund II Offshore.  Gabe Hoffman is the managing member
of each of Candens Capital and Accipiter Management.  By virtue of his positions
with Candens Capital and Accipiter Management, Mr. Hoffman has the power to vote
and dispose of the Shares owned by the Accipiter Entities.

            (b) The principal business address of each of ALS Fund, ALS Fund II,
ALS Fund II QP,  Candens  Capital,  Accipiter  Management,  Mr.  Hoffman and Ms.
Viglucci is 399 Park Avenue, 38th Floor, New York, New York 10022. The principal
business  address of ALS Fund  Offshore  and ALS Fund II  Offshore  is c/o Ogier
Fiduciary Services (Cayman) Limited, Queensgate House, South Church Street, P.O.
Box 1234, George Town, Grand Cayman,  Cayman Islands. The officers and directors
of ALS Fund  Offshore and ALS Fund II Offshore and their  principal  occupations
and business addresses are set forth on Schedule B and incorporated by reference
in this Item 2.

            The  principal  address  of Mr.  Meghji  is c/o  Loughlin  Meghji  +
Company, 148 Madison Avenue, New York, New York 10016-6700.

            (c) The  principal  business  of each of the  Accipiter  Entities is
investing in securities.  The principal business of Candens Capital is acting as
the  general  partner  of each of ALS Fund,  ALS Fund II and ALS Fund II QP. The
principal  business of Accipiter  Management is acting as the investment adviser
of ALS Fund Offshore and ALS Fund II Offshore.  The principal  occupation of Mr.
Hoffman  is acting  as  managing  member of  Accipiter  Management  and  Candens
Capital.  The  principal  occupation  of Ms.  Viglucci is acting as a healthcare
analyst at Accipiter Management.  The principal occupation of Mr. Meghji is as a
Principal of Loughlin Meghji + Company, a New York based financial advisory firm
specializing in advising management, investors and lenders.



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 13 of 24 Pages
- ----------------------                                    ----------------------


            (d) No Reporting Person, nor any person listed on Schedule B annexed
hereto, has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).

            (e) No Reporting Person, nor any person listed on Schedule B annexed
hereto,  has, during the last five years,  been party to a civil proceeding of a
judicial or  administrative  body of competent  jurisdiction  and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.

            (f) Each of Messrs. Hoffman and Meghji and Ms. Viglucci is a citizen
of the United States of America.

      Item 3 is hereby amended and restated to read as follows:

            The aggregate purchase price of the 745,595 Shares owned by ALS Fund
is $5,159,137,  including  brokerage  commissions.  The Shares owned by ALS Fund
were acquired with partnership funds.

            The aggregate purchase price of the 534,951 Shares owned by ALS Fund
II is $4,025,785,  including brokerage commissions. The Shares owned by ALS Fund
II were acquired with partnership funds.

            The aggregate purchase price of the 611,901 Shares owned by ALS Fund
II QP is $4,565,398,  including brokerage  commissions.  The Shares owned by ALS
Fund II QP were acquired with partnership funds.

            The aggregate purchase price of the 749,867 Shares owned by ALS Fund
Offshore is $5,167,929, including brokerage commissions. The Shares owned by ALS
Fund Offshore were acquired using its working capital.

            The aggregate  purchase  price of the 1,059,333  Shares owned by ALS
Fund II Offshore is  $7,851,136,  including  brokerage  commissions.  The Shares
owned by ALS Fund II Offshore were acquired using its working capital.

      Item 4 is hereby amended to add the following:

            On August 30, 2007,  Accipiter  Management delivered a letter to the
Board of Directors of the Issuer  expressing its displeasure  with,  among other
things,  the Issuer's recent loss in stockholder  value, its lack of progress in
reforming its corporate  governance  practices and compensation  structure,  its
failure to provide  investors with any  significant  expectations  for financial
performance  and the  perceived  disregard  by the  Board of  Directors  for the
Issuer's stockholders and their concerns. The letter further expresses Accipiter
Management's desire to work with the Issuer to effect meaningful improvements in
stockholder value in order to avoid a potential election contest.  The letter is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 14 of 24 Pages
- ----------------------                                    ----------------------


            On August  31,  2007,  ALS Fund  delivered  a letter  to the  Issuer
nominating Nicole Viglucci and Mohsin Y. Meghji (together,  the "Nominees"),  as
set forth  therein,  for  election to the  Issuer's  Board of  Directors  at the
Issuer's  2007  annual  meeting  of  stockholders,   or  any  other  meeting  of
stockholders  held  in  lieu  thereof,  and  any  adjournments,   postponements,
reschedulings or  continuations  thereof (the "Annual  Meeting").  A copy of the
letter  is  attached  hereto  as  Exhibit  99.2 and is  incorporated  herein  by
reference.

      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  24,679,103  Shares  outstanding,  which is the total
number  of Shares  outstanding  as of May 7, 2007 as  reported  in the  Issuer's
Quarterly  Report  on Form  10-Q as  filed  with  the  Securities  and  Exchange
Commission on May 10, 2007.

      As of the close of business on August 30, 2007,  ALS Fund, ALS Fund II and
ALS Fund II QP  beneficially  owned 745,595  Shares,  534,951 Shares and 611,901
Shares,  respectively,  constituting approximately 3.02%, 2.17% and 2.48% of the
Shares  outstanding,  respectively.  As the general partner of each of ALS Fund,
ALS Fund II and ALS Fund II QP,  Candens  Capital may be deemed to  beneficially
own the 1,892,447  Shares  collectively  owned by ALS Fund,  ALS Fund II and ALS
Fund II QP, constituting approximately 7.67% of the Shares outstanding.

      As of the close of business on August 30, 2007,  ALS Fund Offshore and ALS
Fund II  Offshore  beneficially  owned  749,867  Shares  and  1,059,333  Shares,
respectively,   constituting   approximately  3.04%  and  4.29%  of  the  Shares
outstanding,  respectively.  As the  investment  manager  of  each  of ALS  Fund
Offshore  and ALS  Fund II  Offshore,  Accipiter  Management  may be  deemed  to
beneficially  own the 1,809,200 Shares  collectively  owned by ALS Fund Offshore
and  ALS  Fund II  Offshore,  constituting  approximately  7.33%  of the  Shares
outstanding.

      As the  managing  member  of  each of  Accipiter  Management  and  Candens
Capital,  Mr.  Hoffman  may be  deemed  to  beneficially  own  3,701,647  Shares
collectively owned by the Accipiter Entities,  constituting approximately 14.99%
of the Shares  outstanding.  Mr. Hoffman has sole voting and  dispositive  power
with respect to the 3,701,647  Shares owned by the Accipiter  Entities by virtue
of his authority to vote and dispose of such Shares.

      Currently, neither Mr. Meghji nor Ms. Viglucci owns any Shares.

      Item 5(c) is hereby amended to add the following:

            (c)  Schedule  A  annexed  hereto  lists  all  transactions  by  the
Reporting  Persons in the  Shares  since the  filing of  Amendment  No. 5 to the
Schedule 13D. All of such transactions were effected in the open market.

      Item 6 is hereby amended to add the following:

            On August 30,  2007,  the  Reporting  Persons  entered  into a Joint
Filing and Solicitation  Agreement in which, among other things, (a) the parties
agreed to the joint filing on behalf of each of them of  statements  on Schedule
13D with  respect to the  securities  of the Issuer,  (b) the parties  agreed to
solicit  proxies or written  consents for the election of the  Nominees,  or any



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 15 of 24 Pages
- ----------------------                                    ----------------------


other person(s) nominated by ALS Fund, to the Issuer's Board of Directors at the
Annual  Meeting  (the  "Solicitation"),  and (c) ALS  Fund  agreed  to bear  all
expenses  incurred  in  connection  with  the  Reporting  Persons'   activities,
including  approved  expenses  incurred by any of the parties in connection with
the Solicitation, subject to certain limitations. A copy of the Joint Filing and
Solicitation  Agreement is attached  hereto as Exhibit 99.3 and is  incorporated
herein by reference.

      Pursuant  to a letter  agreement,  ALS Fund has  agreed to  indemnify  Mr.
Meghji against claims arising from the solicitation of proxies from the Issuer's
stockholders in connection with the Annual Meeting. Mr. Meghji's indemnification
letter  is  attached  hereto  as  Exhibit  99.4 and is  incorporated  herein  by
reference.

      Item 7 is hereby amended to add the following exhibits:

         99.1. Letter from Accipiter Management to the Board of Directors of the
               Issuer, dated August 30, 2007.

         99.2. Letter from Accipiter Life Sciences Fund, LP to the Issuer, dated
               August 30, 2007, nominating directors.

         99.3. Joint Filing and  Solicitation  Agreement by and among  Accipiter
               Life Sciences Fund, LP,  Accipiter Life Sciences Fund (Offshore),
               Ltd.,  Accipiter  Life  Sciences  Fund  II,  LP,  Accipiter  Life
               Sciences Fund II (Offshore),  Ltd.,  Accipiter Life Sciences Fund
               II (QP), LP, Accipiter Capital Management,  LLC, Candens Capital,
               LLC, Gabe Hoffman,  Nicole  Viglucci and Mohsin Y. Meghji,  dated
               August 30, 2007.

         99.4. Indemnification  Letter  Agreement by and between  Accipiter Life
               Sciences Fund, LP and Mohsin Y. Meghji, dated August 30, 2007.



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 16 of 24 Pages
- ----------------------                                    ----------------------


                                   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: August 31, 2007                   ACCIPITER LIFE SCIENCES FUND, LP

                                         By: Candens Capital, LLC
                                             its general partner

                                         By: /s/ Gabe Hoffman
                                             -----------------------------------
                                             Gabe Hoffman, Managing Member


                                         ACCIPITER LIFE SCIENCES FUND II, LP

                                         By: Candens Capital, LLC
                                             its general partner

                                         By: /s/ Gabe Hoffman
                                             -----------------------------------
                                             Gabe Hoffman, Managing Member


                                         ACCIPITER LIFE SCIENCES FUND II (QP),
                                         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 LIFE SCIENCES FUND II
                                         (OFFSHORE), LTD.

                                         By: Accipiter Capital Management, LLC
                                             its investment manager

                                         By: /s/ Gabe Hoffman
                                             -----------------------------------
                                             Gabe Hoffman, Managing Member



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 17 of 24 Pages
- ----------------------                                    ----------------------


                                         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



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 18 of 24 Pages
- ----------------------                                    ----------------------


                                         /s/ Nicole Viglucci
                                         ---------------------------------------
                                         NICOLE VIGLUCCI



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 19 of 24 Pages
- ----------------------                                    ----------------------


                                         /s/ Mohsin Y. Meghji
                                         ---------------------------------------
                                         MOHSIN Y. MEGHJI



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 20 of 24 Pages
- ----------------------                                    ----------------------


                                   SCHEDULE A

                      TRANSACTIONS IN SHARES OF THE ISSUER
             SINCE THE FILING OF AMENDMENT NO. 5 TO THE SCHEDULE 13D


               ALL TRANSACTIONS WERE EFFECTED IN THE OPEN MARKET.


          Class             Quantity         Price Per        Date of
       of Security          Purchased        Unit ($)         Purchase

      I. ACCIPITER LIFE SCIENCES FUND, LP

      Common Stock                  4,952        5.1317         07/19/07
      Common Stock                 17,348        5.0563         07/20/07
      Common Stock                 10,430        3.2650         08/08/07
      Common Stock                 25,222        3.0400         08/08/07
      Common Stock                  9,984        3.3450         08/09/07
      Common Stock                 13,539        3.3315         08/28/07

      II. AFFILIATES OF ACCIPITER LIFE SCIENCES FUND, LP


      ACCIPITER LIFE SCIENCES FUND II, LP
      Common Stock                  8,494        5.0939         07/18/07
      Common Stock                 11,207        5.0563         07/20/07


      ACCIPITER LIFE SCIENCES FUND (OFFSHORE), LTD.
      Common Stock                  4,978        5.1316         07/19/07
      Common Stock                 17,228        5.0563         07/20/07
      Common Stock                 10,488        3.2650         08/08/07
      Common Stock                 25,365        3.0400         08/08/07
      Common Stock                 10,016        3.3450         08/09/07
      Common Stock                 13,560        3.3315         08/28/07


      ACCIPITER LIFE SCIENCES FUND II (OFFSHORE), LTD.
      Common Stock                 16,885        5.0939         07/18/07
      Common Stock                 22,324        5.0563         07/20/07



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 21 of 24 Pages
- ----------------------                                    ----------------------


      ACCIPITER LIFE SCIENCES FUND II (QP), LP
      Common Stock                  9,721        5.0939         07/18/07
      Common Stock                 12,997        5.0563         07/20/07


                        ACCIPITER CAPITAL MANAGEMENT, LLC
                        ---------------------------------

                                      NONE

                              CANDENS CAPITAL, LLC
                              --------------------

                                      NONE

                                  GABE HOFFMAN
                                  ------------

                                      NONE

                                 NICOLE VIGLUCCI
                                 ---------------

                                      NONE

                                MOHSIN Y. MEGHJI
                                ----------------

                                      NONE



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 22 of 24 Pages
- ----------------------                                    ----------------------


                                   SCHEDULE B

   DIRECTORS AND OFFICERS OF ACCIPITER LIFE SCIENCES FUND (OFFSHORE), LTD.(1)

Name and Position           Principal Occupation        Principal Business Address
- -----------------           --------------------        --------------------------

Gabe Hoffman, Director      Managing member of          399 Park Avenue
                            Accipiter Capital           38th Floor
                            Management, LLC, and        New York, New York 10022
                            Candens Capital, LLC,

Tom Davis, Director         President and CEO of        c/o Meridian Fund
                            Meridian Fund Services      Services Limited
                            Limited                     73 Front Street Hamilton
                                                        HM 12
                                                        P.O. Box HM 528 Hamilton
                                                        HMCX Bermuda

Cary Marr, Director         Senior Vice President -     c/o Meridian Fund
                            Operations, for Meridian    Services Limited
                            Fund Services Limited       73 Front Street Hamilton
                                                        HM 12
                                                        P.O. Box HM 528 Hamilton
                                                        HMCX Bermuda

(1) Other than as described  in this  Amendment  No. 6 to the  Schedule  13D, no
    persons mentioned in Schedule B own any shares.



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 23 of 24 Pages
- ----------------------                                    ----------------------


  DIRECTORS AND OFFICERS OF ACCIPITER LIFE SCIENCES FUND II (OFFSHORE), LTD.(1)

Name and Position           Principal Occupation        Principal Business Address
- -----------------           --------------------        --------------------------

Gabe Hoffman, Director      Managing member of          399 Park Avenue
                            Accipiter Capital           38th Floor
                            Management, LLC, and        New York, New York 10022
                            Candens Capital, LLC,

Tom Davis, Director         President and CEO of        c/o Meridian Fund
                            Meridian Fund Services      Services Limited
                            Limited                     73 Front Street Hamilton
                                                        HM 12
                                                        P.O. Box HM 528 Hamilton
                                                        HMCX Bermuda

Cary Marr, Director         Senior Vice President -     c/o Meridian Fund
                            Operations, for Meridian    Services Limited
                            Fund Services Limited       73 Front Street Hamilton
                                                        HM 12
                                                        P.O. Box HM 528 Hamilton
                                                        HMCX Bermuda

(1) Other than as described  in this  Amendment  No. 6 to the  Schedule  13D, no
    persons mentioned in Schedule B own any shares.



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 24 of 24 Pages
- ----------------------                                    ----------------------


                                  EXHIBIT INDEX

Exhibit                                                           Exhibit Number
- -------                                                           --------------

Letter from  Accipiter  Management to the Board of Directors           99.1
of the Issuer, dated August 30, 2007.

Letter from  Accipiter Life Sciences Fund, LP to the Issuer,           99.2
dated August 30, 2007, nominating directors.

Joint  Filing  and  Solicitation   Agreement  by  and  among           99.3
Accipiter Life Sciences  Fund,  LP,  Accipiter Life Sciences
Fund (Offshore),  Ltd., Accipiter Life Sciences Fund II, LP,
Accipiter Life Sciences Fund II (Offshore),  Ltd., Accipiter
Life  Sciences   Fund  II  (QP),   LP,   Accipiter   Capital
Management,  LLC, Candens Capital, LLC, Gabe Hoffman, Nicole
Viglucci and Mohsin Y. Meghji, dated August 30, 2007.

Indemnification  Letter  Agreement by and between  Accipiter           99.4
Life Sciences  Fund,  LP and Mohsin Y. Meghji,  dated August
30, 2007.

EX-99.1 2 ex991to13da606588004_083007.htm sec document


                                                                    Exhibit 99.1


                        ACCIPITER CAPITAL MANAGEMENT, LLC
                           399 PARK AVENUE, 38TH FLOOR
                            NEW YORK, NEW YORK 10022


      Since early May 2007, the stock price of Rural/Metro Corporation ("Rural")
has dropped by over 50%. This rapid and alarming loss in stockholder value has
been caused by Rural's poor financial results, stagnation by Rural in reforming
its corporate governance practices and compensation structure, thereby allowing
excessive and inappropriate all-cash compensation to senior management, failure
to provide investors with any significant expectations for financial performance
over any timeframe, and the Board of Directors' ("Directors") apparent disregard
for its stockholders and their concerns.

      We are dismayed by the lack of progress in these and other areas and are
deeply concerned with the direction Rural is going.

      As an example of Rural's apparent disregard for its stockholders, please
consider the following chain of events:

      On July 24, 2007, I contacted Rural's CEO Jack Brucker via telephone and
conveyed Accipiter's desire to promptly and directly work with the Board
regarding these issues to avoid a disruptive election contest.

      On this call, Accipiter suggested that following an agreement on two broad
premises described below, Accipiter would enter into detailed discussions
regarding specific matters - since agreement on those two premises would
constitute a foundation upon which a high probability of success would exist.
The goal was for Rural and Accipiter to reach a comprehensive agreement, which
would then be announced publicly and filed in a Form 8-K:

      1.    Rural would augment its Board with two additional members, one
            representative of Accipiter and one additional independent selected
            by Accipiter, subject to due diligence and confirmation by Rural's
            Board.

      2.    Rural's Board and management would need to make
            definite commitments to meaningful progress
            within defined time frames regarding the matters
            of concern expressed by numerous significant
            investors, including those stated by Accipiter
            at length in its 2006 proxy materials that are
            part of the public record, as well as in both
            public and private letters to the Board and in
            multiple conversations with management.

      Accipiter anticipated that the specific commitments would be reached
following reasonable compromises made during the negotiations. In other words,
Accipiter would not approach negotiations with anything resembling an "all or
nothing" approach.

      Accipiter was assured by Mr. Brucker that working together was strongly
preferred over a costly, disruptive, and time-consuming election contest at this
year's annual meeting. Mr. Brucker indicated that he would consult with his
Board as soon as practicable and convey their response promptly.

      On July 31, 2007, Mr. Brucker called Accipiter, during which call
Accipiter clarified its position regarding its two basic premises that were a
precondition to commencing meaningful discussions. Mr. Brucker indicated during
that conversation that he was now clear on the message and manner by which
Accipiter wished to communicate to Rural's Board, and would respond promptly
with an answer.




August 30, 2007
Page 2


      Accipiter suggested it make a presentation directly to the Board in person
as soon as practicable. Mr. Brucker indicated agreement with that suggestion
from a process approach.

      On August 3, 2007, Mr. Brucker next contacted Accipiter. He indicated that
Rural's Board had not yet reached a decision on whether to work with Accipiter
to address the serious problems facing Rural. Mr. Brucker stated that a primary
reason for the lack of decision was that Rural's Board members did not feel as
though they had sufficient time to access the appropriate legal counsel with the
required experience in dealing with activist investors. Rural has been dealing
with a significant activist investor for almost a year; Accipiter filed its
nominations for last year's election contest in August 2006. We believe,
therefore, that the Board's alleged reasoning is thus not only nonsensical but
also irresponsible.

      Even more outrageous was Mr. Brucker's indication that Rural's Board could
not even commit to a specific timeframe in the future for a decision!

      Accipiter informed Mr. Brucker that it considered the lack of decision,
compounded by the lack of timetable commitment, after nearly two weeks, to the
basic question of whether Rural's Board was willing to commence discussions with
a significant stockholder completely unacceptable and unprofessional. Mr.
Brucker indicated that the Board would attempt to respond as soon as it possibly
could, but reaffirmed that the Board was unable to commit to a specific
timeframe.

      Furthermore, Accipiter informed Mr. Brucker that in light of the upcoming
deadline for Rural to prepare a proxy statement proposal for its 2007 annual
meeting based on the proposed discussions and the timeframe likely required to
complete any potential discussions, Accipiter believed that such open-ended,
non-committal responses were disturbing evidence of serious problems within
Rural's Board, as well as completely counter-productive to and disrespectful of
Accipiter's willingness to work with the Board.

      Finally, Mr. Brucker telephoned on August 7, 2007, and indicated that
Rural's Board: (1) had decided against having discussions with Accipiter, (2)
did not wish to meet with Accipiter, and (3) would not directly communicate with
Accipiter in any fashion except through Mr. Brucker as the designated
representative. In other words, Rural's Board would maintain what has been a
regrettable status quo for the past year and a half and its failure to address
the serious problems facing Rural, let alone having serious discussions in any
direct fashion with one of its largest stockholders.

      The Rural Board's continued indifference towards its stockholders is
troubling. Accipiter has gone to great lengths and demonstrated a patient
approach in an attempt to communicate with and work with Rural's Board to
address the serious issues facing Rural and start to rebuild stockholder value.
Starting in early 2006, we began to express concerns privately to Rural's
management regarding the numerous issues facing Rural. After learning in the
months that followed about other significant investors having expressed similar
concerns directly to management, we expressed these concerns in May 2006 with a



August 30, 2007
Page 3


professional and supportive private letter to Rural's Board. Our concerns were
and continue to be ignored and substantial stockholder value has been lost by
the Board's indifference to the serious issues facing Rural.

      Over 32% of the votes submitted at last year's annual meeting were cast
against the Board's incumbent directors, including its chairman. CEO Brucker and
CFO Kristine Ponczak assured us at a meeting immediately following Rural's
annual meeting that management and the Board would promptly make meaningful
changes and had "gotten the message" from the numerous stockholder concerns
expressed during last year's election contest. Other significant investors have
indicated to us that management made similar promises during private meetings.

      However, when Nicole Viglucci and I, Accipiter's two director nominees
last year, attended Rural's annual meeting in Scottsdale, Arizona on December 1,
2006, we were informed that Messrs. Louis G. Jekel or Mr. Conrad A. Conrad, the
two independent directors who had attended the just-completed annual meeting,
were unable to attend our meeting with management immediately thereafter.
Rural's proxy statement shows their contact addresses located in Scottsdale.
Neither of Messrs. Jekel or Conrad even took just a few minutes to shake hands,
introduce themselves and engage in a brief conversation concerning Rural after
Ms. Viglucci and I traveled over 2,500 miles that morning to attend Rural's
annual meeting. Accipiter questions whether Rural's Board had "gotten the
message."

      Further, no independent member of Rural's Board has ever directly
responded in any fashion to any of Accipiter's public or private letters,
numerous requests to attend a Board meeting, nor a single telephone message left
at their place of business. How can Rural's Board claim to prefer working
together with its stockholders to address the serious issues facing Rural when
it refuses numerous requests by one of its largest stockholders to directly
communicate in any manner?

      Given the current financial condition of Rural and its Board's record of
indifference towards its stockholders, we strongly recommend that the Board
immediately designate a lead independent director responsible for directly
communicating with and seriously dealing with the numerous significant
stockholders who wish to express concerns directly to Rural's Board. Rural's
stockholders who have attempted to engage Rural's Board in substantive
discussions of the serious issues facing Rural have been forced to endure
nothing but silence and inaction from the Board itself. CEO Jack Brucker has
consistently indicated that the Board wishes him to serve as the sole conduit
for communication with Rural's Board for investor communications or concerns.
Accipiter believes that the Board's decision to have a member of Rural's
management as its designee is inconsistent with a central tenet of good
corporate governance of an independent Board of Directors.

      Rural's deficient treatment of stockholders is not limited to private
discussions. Rural repeatedly provides last minute notice to investors that it
is reporting financial results. Management consistently failed to provide
stockholders with greater than two business days' notice for the past four
quarters. In fact, the one attempt made by Rural to provide investors with
customary notice given by many other public companies was not even fulfilled. On
October 24, 2006, Rural told investors that it would report the first quarter
Fiscal 2007 results on the morning of November 9, 2006. Amazingly, Rural neither



August 30, 2007
Page 4


reported its results nor provided investors with an update as to the status of
its financial results on that day. After nearly two full business days had
elapsed with complete silence from Rural, the company finally informed investors
at 5 p.m. on November 10, 2006 that it would report results on the morning of
November 14, 2006. Worse than indifference for stockholders, Accipiter believes
that this practice is likely indicative of deficient internal controls that must
be corrected promptly.

      Rural's recent history filing periodic reports with the Securities and
Exchange Commission (the "Commission") may provide further evidence of deficient
internal controls. Rural has filed with the Commission a "Notification of Late
Filing" in connection with each of its last two Form 10-Ks and two of its last
three Form 10-Qs. Indeed, Rural was late filing a Form 10-Q earlier this year.

      These events paint a picture of a company with meaningful deficiencies in
both financial controls and senior leadership, at both Board and management
levels. Rural's Board and management should be embarrassed over such an alarming
track record of its last minute disclosure practices.

      Rural's plummeting stock price has destroyed over 50% of stockholder value
in the past few months. Perhaps the Board's seeming indifference for its
stockholders and dramatic value destruction is due in part to the fact that many
of its members still do not own a single share of stock, including Cor Clement,
its Chairman, Mary Anne Carpenter, and Henry Walker. Senior management continues
to receive excessive all-cash compensation, draining Rural's coffers rather than
repaying debt.

      Accipiter believes that Rural's Board members would be more committed to
serve in the best interests of the company's stockholders if they were
stockholders themselves. One of the reforms Accipiter was going to recommend was
that the Board implement a minimum stock ownership policy for directors and
management. The dollar amount of the purchases should at least equal half their
individual cumulative cash compensation during their Board tenure, which would
effectively correct their compensation package to what it would have looked like
if Rural's director compensation had followed generally accepted norms, rather
than its current all-cash compensation scheme. For example, if a director does
not own a single share of stock, has served on the board for 3 years, and has
received $70,000 in cash compensation per year, then that director should
immediately purchase $105,000 in stock. Accipiter is aware that circumstances a
few years ago did not allow for equity, rather than cash, compensation. But
times have changed.

      Accipiter believes that any Board member unwilling to demonstrate a
meaningful financial commitment to Rural's stock should resign immediately.

      Given the myriad failures of the Board and the management it has appointed
to create stockholder value, we strongly recommend that the Board immediately
reevaluate its attitude towards the Company's stockholders, Rural's true owners,
and commit to work with Rural's stockholders to improve stockholder value.
Accipiter reaffirms its preference to work with Rural to effect meaningful
improvements to staunch the recent drop in stockholder value and to build
additional value rather than engage in an expensive and time-consuming election
contest for Board representation. We would expect the same from Rural's Board.



August 30, 2007
Page 5


      Over 50% of Rural's stockholder value has been destroyed in a rapid
downward spiral over the past four months. Rural's dreadful financial
performance stands in stark contrast to its primary public competitor, Emergency
Medical Services Corporation, which has consistently reported record financial
results. Rural's Board and management have not executed on one single
significant issue outstanding from the time of last year's annual meeting. The
sorry state of affairs at Rural has created a crisis of confidence, evidenced by
its plunging stock price. Significant changes and meaningful action are urgently
required.

      We look forward to a prompt response to this letter by Rural's Board.

      Sincerely,

      /s/ Gabe Hoffman
      ----------------
      Gabe Hoffman
      General Partner

                    CERTAIN INFORMATION CONCERNING PARTICIPANTS

Accipiter  Life  Sciences  Fund,  LP  ("ALS  Fund"),  together  with  the  other
Participants  (as defined below),  intend to make a preliminary  filing with the
Securities and Exchange Commission ("SEC") of a proxy statement and accompanying
proxy card to be used to solicit  votes for the  election of a slate of director
nominees at the 2007 annual meeting of stockholders of Rural/Metro  Corporation,
a Delaware corporation (the "Company").

ALS FUND  ADVISES ALL  STOCKHOLDERS  OF THE COMPANY TO READ THE PROXY  STATEMENT
WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT  INFORMATION.  SUCH PROXY
STATEMENT   WILL  BE   AVAILABLE   AT  NO  CHARGE  ON  THE  SEC'S  WEB  SITE  AT
HTTP://WWW.SEC.GOV.  IN ADDITION,  THE  PARTICIPANTS  IN THE  SOLICITATION  WILL
PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST.  REQUESTS FOR
COPIES  SHOULD BE  DIRECTED  TO THE  PARTICIPANTS'  PROXY  SOLICITOR,  MACKENZIE
PARTNERS,     INC.    BY    TELEPHONE    AT    800-322-2885    OR    EMAIL    AT
PROXY@MACKENZIEPARTNERS.COM.

The participants in the proxy  solicitation are anticipated to be Accipiter Life
Sciences Fund (Offshore),  Ltd., ("ALS Fund Offshore"),  Accipiter Life Sciences
Fund II, LP, ("ALS Fund II"), Accipiter Life Sciences Fund II (Offshore),  Ltd.,
("ALS Fund II  Offshore"),  Accipiter Life Sciences Fund II (QP), LP, ("ALS Fund
II QP") (together  with ALS Fund,  ALS Fund  Offshore,  ALS Fund II, ALS Fund II
Offshore,  ALS  Fund  II  QP,  the  "Accipiter  Entities"),   Accipiter  Capital
Management,  LLC,  ("Accipiter  Management"),  Candens Capital,  LLC,  ("Candens
Capital"), Gabe Hoffman, Nicole Viglucci and Mohsin Y. Meghji. As of the date of
this  filing,  ALS  Fund,  ALS  Fund II and ALS  Fund II QP  beneficially  owned
745,595,   534,951  and  611,901   shares  of  Common   Stock  of  the  Company,
respectively.  As the general  partner of each of ALS Fund,  ALS Fund II and ALS
Fund II QP,  Candens  Capital may be deemed to  beneficially  own the  1,892,447
shares of Common Stock of the Company  collectively  owned by ALS Fund, ALS Fund
II and ALS Fund II QP.

As of the date of this  filing,  ALS  Fund  Offshore  and ALS  Fund II  Offshore
beneficially  owned 749,867 and 1,059,333 shares of Common Stock of the Company,
respectively.  As the  investment  manager of each of ALS Fund  Offshore and ALS
Fund II Offshore,  Accipiter  Management may be deemed to  beneficially  own the
1,809,200 shares of Common Stock of the Company  collectively  owned by ALS Fund
Offshore and ALS Fund II Offshore.

As of the date of this  filing Mr.  Hoffman  may be deemed to  beneficially  own
3,701,647 shares of Common Stock collectively  owned by the Accipiter  Entities.
Mr. Hoffman has sole voting and dispositive  power with respect to the 3,701,647
Shares  owned by the  Accipiter  Entities.  Each of Candens  Capital,  Accipiter
Management  and Gabe  Hoffman  disclaims  beneficial  ownership of the shares of
Common Stock of the Company owned by the Accipiter Entities except to the extent
of its or his pecuniary interest therein. Currently, neither Nicole Viglucci nor
Mohsin Y. Meghji beneficially owns any shares of Common Stock of the Company.

EX-99.2 3 ex992to13da606588004_083007.htm sec document


                                                                    Exhibit 99.2


                        ACCIPITER LIFE SCIENCES FUND, LP
                           399 Park Avenue, 38th Floor
                            New York, New York 10022

                                                                 August 30, 2007

BY FEDERAL EXPRESS AND FACSIMILE
- --------------------------------

Rural/Metro Corporation
9221 East Via De Ventura
Scottsdale, Arizona 85258
Attn: Corporate Secretary

      Re:   NOTICE OF NOMINATION FOR ELECTION AS DIRECTORS AT THE 2007 ANNUAL
            MEETING OF STOCKHOLDERS OF RURAL/METRO CORPORATION

Dear Sir or Madam:

      This letter  shall serve to satisfy the  advance  notice  requirements  of
Article  II,  Section  2.04 of the  Second  Amended  and  Restated  Bylaws  (the
"Bylaws") of Rural/Metro Corporation ("Rural") as to the nomination by Accipiter
Life  Sciences  Fund,  LP,  a  Delaware  limited  partnership  ("Accipiter  Life
Sciences"),  of two (2) nominees for election to the Board of Directors of Rural
(the "Rural Board") at the 2007 annual meeting of  stockholders of Rural, or any
other  meeting  of  stockholders  held in lieu  thereof,  and any  adjournments,
postponements,   reschedulings  or  continuations   thereof  (the  "2007  Annual
Meeting").

      This letter, and all Exhibits attached hereto are collectively referred to
as the  "Notice."  Accipiter  Life Sciences is the  beneficial  owner of 745,595
shares of common stock, $.01 par value per share (the "Common Stock"), of Rural,
1,000 shares of which are held of record by Accipiter Life  Sciences.  Accipiter
Life Sciences Fund II, LP, a Delaware limited partnership ("ALSF II"), Accipiter
Life Sciences Fund (Offshore), Ltd., a Cayman Islands company ("ALSF Offshore"),
Accipiter  Life  Sciences Fund II  (Offshore),  Ltd., a Cayman  Islands  company
("ALSF II  Offshore"),  Accipiter  Life  Sciences  Fund II (QP),  LP, a Delaware
limited  partnership  ("ALSF  II QP"),  Accipiter  Capital  Management,  LLC,  a
Delaware limited  liability  company  ("Management"),  Candens  Capital,  LLC, a
Delaware limited liability company ("Candens") and Gabe Hoffman,  are affiliates
of  Accipiter  Life  Sciences  (together  with  Accipiter  Life  Sciences,   the
"Accipiter Group"). ALSF II, ALSF Offshore,  ALSF II Offshore and ALSF II QP are
the beneficial  owners of 534,951 shares,  749,867 shares,  1,059,333 shares and
611,901 shares of Common Stock, respectively.  As the general partner of each of
Accipiter  Life  Sciences,  ALSF II and ALSF II QP,  Candens  may be  deemed  to
beneficially  own the  1,892,447  shares  collectively  owned by Accipiter  Life
Sciences,  ALSF II and ALSF II QP.  As the  investment  manager  of each of ALSF
Offshore and ALSF II Offshore,  Management may be deemed to beneficially own the
1,809,200 shares  collectively  owned by ALSF Offshore and ALSF II Offshore.  As
the managing member of each of Candens and Management, Mr. Hoffman may be deemed
to be the beneficial owner of the 3,701,647 shares of Common Stock  beneficially
owned in the aggregate by Candens and Management. Through this Notice, Accipiter
Life Sciences hereby nominates and notifies you of its intent to nominate Mohsin



Y. Meghji and Nicole Viglucci as nominees (the  "Nominees") to be elected to the
Rural Board at the 2007 Annual  Meeting.  Accipiter Life Sciences  believes that
the terms of three (3) Class I  directors  currently  serving on the Rural Board
expire at the 2007 Annual  Meeting.  To the extent  there are in excess of three
(3)  vacancies  on the Rural  Board to be filled by  election at the 2007 Annual
Meeting or Rural  increases the size of the Rural Board above its existing size,
Accipiter Life Sciences reserves the right to nominate additional nominees to be
elected to the Rural Board at the 2007 Annual  Meeting.  Additional  nominations
made pursuant to the preceding sentence are without prejudice to the position of
Accipiter  Life  Sciences  that any attempt to increase  the size of the current
Rural Board or to  reconstitute  or reconfigure the classes on which the current
directors  serve  constitutes  an  unlawful  manipulation  of Rural's  corporate
machinery. If this Notice shall be deemed for any reason by a court of competent
jurisdiction  to be ineffective  with respect to any  individual  Nominee at the
2007 Annual Meeting,  or if any individual  Nominee shall be unable to serve for
any reason,  this Notice  shall  continue to be  effective  with  respect to the
remaining Nominee(s) and as to any replacement  Nominee(s) selected by Accipiter
Life Sciences.

      The  information  concerning  Accipiter  Life  Sciences  and the  Nominees
required by Article II, Section 2.04 of the Bylaws is set forth below:

      (i)      NAME, AGE AND BUSINESS AND RESIDENTIAL ADDRESS OF THE STOCKHOLDER
               WHO INTENDS TO MAKE THE  NOMINATION  AND OF THE PERSON OR PERSONS
               TO BE NOMINATED:

               Accipiter Life Sciences Fund, LP
               399 Park Avenue, 38th Floor
               New York, New York 10022

            Nominee
            Name and Age           Business Address         Residence Address
            ----------------       -------------------      -----------------

            Mohsin Y. Meghji       c/o Loughlin Meghji      49 Carriage Road
            (Age 42)               + Company                Roslyn, NY 11576
                                   148 Madison Avenue
                                   New York, New York
                                   10016-6700

            Nicole Viglucci        c/o Accipiter Life       227 East 57th Street,
            (Age 32)               Sciences Fund, LP        Apt. 12C
                                   399 Park Avenue,         New York, NY 10022
                                   38th Floor
                                   New York, New York
                                   10022

      (ii)     A  REPRESENTATION  THAT THE  STOCKHOLDER IS A HOLDER OF RECORD OF
               STOCK OF THE COMPANY ENTITLED TO VOTE AT SUCH MEETING AND INTENDS
               TO APPEAR IN PERSON OR BY PROXY AT THE  MEETING TO  NOMINATE  THE
               PERSON OR PERSONS SPECIFIED IN THE NOTICE:


                                       2


               Accipiter Life Sciences  represents that it is a holder of record
               of stock of Rural entitled to vote at the 2007 Annual Meeting and
               intends  to  appear  in  person  or by proxy  at the 2007  Annual
               Meeting to nominate the persons specified in this Notice.

      (iii)    A DESCRIPTION OF ALL ARRANGEMENTS OR  UNDERSTANDINGS  BETWEEN THE
               STOCKHOLDER  AND EACH  NOMINEE  AND ANY OTHER  PERSON OR  PERSONS
               (NAMING SUCH PERSONS OR PERSONS) PURSUANT TO WHICH THE NOMINATION
               OR NOMINATIONS ARE TO BE MADE BY THE STOCKHOLDER:

               On August  30,  2007,  Accipiter  Life  Sciences,  ALSF II,  ALSF
               Offshore, ALSF II Offshore, ALSF II QP, Management, Candens, Gabe
               Hoffman, Nicole Viglucci and Mohsin Y. Meghji (collectively,  the
               "Group") entered into a Joint Filing and  Solicitation  Agreement
               in which, among other things, (a) the parties agreed to the joint
               filing on behalf of each of them of  statements  on Schedule  13D
               with respect to the  securities of Rural,  (b) the parties agreed
               to solicit  proxies or written  consents  for the election of the
               Nominees,  or any other  person(s)  nominated by  Accipiter  Life
               Sciences,  to the Rural  Board at the 2007  Annual  Meeting  (the
               "Solicitation"),  and (c) Accipiter Life Sciences  agreed to bear
               all expenses incurred in connection with the Group's  activities,
               including  approved  expenses  incurred  by any of the parties in
               connection with the Solicitation, subject to certain limitations.

               Pursuant to a letter agreements dated August 30, 2007,  Accipiter
               Life  Sciences  agreed to indemnify  Mr.  Meghji  against  claims
               arising from the Solicitation and any related transactions.

               Other  than  as  stated  above,  there  are  no  arrangements  or
               understandings  between  Accipiter Life Sciences and each Nominee
               or any other person or person  pursuant to which the  nominations
               described  herein are to be made,  other than the consents by the
               Nominees to serve as directors of Rural if elected as such at the
               2007   Annual   Meeting,   attached   hereto  as  Exhibit  A  and
               incorporated  herein  by  reference.  Reference  is  made  to the
               Schedule  13D,  as  amended,  filed  and  to be  filed  with  the
               Securities  and Exchange  Commission  by the members of the Group
               with respect to Rural for  additional  information  regarding the
               members of the Group.

      (iv)     SUCH OTHER  INFORMATION  REGARDING EACH NOMINEE  PROPOSED BY SUCH
               STOCKHOLDER  AS  WOULD  BE  REQUIRED  TO BE  INCLUDED  IN A PROXY
               STATEMENT FILED PURSUANT TO THE PROXY RULES OF THE SECURITIES AND
               EXCHANGE COMMISSION,  HAD THE NOMINEE BEEN NOMINATED, OR INTENDED
               TO BE NOMINATED, BY THE BOARD OF DIRECTORS:


                                       3


               MOHSIN  Y.  MEGHJI  (AGE 42) is a  Principal  and  co-founder  of
               Loughlin Meghji + Company  ("LM+Co"),  a New York based financial
               advisory firm specializing in advising management,  investors and
               lenders.  LM+Co was founded in February 2002.  Prior to that, Mr.
               Meghji spent 11 years with the Global Corporate  Finance Group of
               Arthur  Andersen  LLP, most recently as a partner in the New York
               office.  From May 2002 to December 2004 upon its sale, Mr. Meghji
               served on the board of directors  of Mariner  Health Care Inc., a
               $1.5  billion  publicly-held,  integrated  health  care  services
               provider. He has also served on the board of directors of Cascade
               Timberlands  LLC and Dan River,  Inc., and currently  serves as a
               director of Anvil  Knitwear  Inc.  Mr.  Meghji  graduated  with a
               Bachelor of Business  Administration  from the Schulich School of
               Business  of York  University  in Canada  and has  completed  the
               Advanced  Corporate Finance Program at the INSEAD Business School
               in France.  The principal  business  address of Mr. Meghji is c/o
               Loughlin Meghji + Company, 148 Madison Avenue, New York, New York
               10016-6700.  Mr.  Meghji  does  not  beneficially  own,  has  not
               purchased or sold during the past two years,  any  securities  of
               Rural and disclaims  beneficial ownership of the shares of Common
               Stock owned by the Accipiter Group.

               NICOLE VIGLUCCI (AGE 32) currently serves as a healthcare analyst
               at  Accipiter  Capital  Management,  LLC,  a  private  investment
               management firm. She has served in that capacity since July 2005.
               From  April  2002 to March  2005,  she served as an analyst at JL
               Advisors,  LLC, a private investment firm. From May 2000 to April
               2002 she served as an associate at The Carlyle  Group,  a private
               global  investment firm that  originates,  structures and acts as
               lead  equity  investor  in  management-led   buyouts,   strategic
               minority   equity   investments,   equity   private   placements,
               consolidations and buildups,  and growth capital financings.  The
               principal  business  address  of Ms.  Viglucci  is c/o  Accipiter
               Capital  Management,  LLC, 399 Park Avenue, 38th Floor, New York,
               New York 10022. Ms. Viglucci does not  beneficially  own, has not
               purchased or sold during the past two years,  any  securities  of
               Rural and disclaims  beneficial ownership of the shares of Common
               Stock owned by the Accipiter Group.

               Name                   Beneficial Ownership
               --------------         ---------------------------------
               Accipiter Life         745,595  shares of Common  Stock,
               Sciences               $.01 par value.

               Mohsin Y. Meghji       None

               Nicole Viglucci        None

               Other than as stated in (iii) above, there are no arrangements or
               understandings  between  Accipiter Life Sciences and each Nominee
               or any other person or persons  pursuant to which the nominations
               described  herein are to be made,  other than the consents by the


                                       4


               Nominees to be named as a nominee in this Notice,  to be named as
               a nominee in any proxy statement filed by Accipiter Life Sciences
               in connection with the solicitation of Rural  stockholders and to
               serve as a director of Rural,  if so elected.  Such  consents are
               attached hereto as Exhibit A.

               Neither Mr.  Meghji nor Ms.  Viglucci has purchased or sold any
               securities of Rural during the past two years.

               Except  as set  forth  in this  Notice  (including  the  Exhibits
               attached  hereto),  (i) during the past 10 years,  no Nominee has
               been  convicted  in  a  criminal  proceeding  (excluding  traffic
               violations or similar misdemeanors);  (ii) no Nominee directly or
               indirectly  beneficially  owns any securities of Rural;  (iii) no
               Nominee  owns any  securities  of Rural which are owned of record
               but not  beneficially;  (iv) no Nominee has purchased or sold any
               securities of Rural during the past two years; (v) no part of the
               purchase  price or market value of the  securities of Rural owned
               by any Nominee is  represented  by funds  borrowed  or  otherwise
               obtained for the purpose of acquiring or holding such securities;
               (vi) no  Nominee  is, or within the past year was, a party to any
               contract,  arrangements  or  understandings  with any person with
               respect to any  securities of Rural,  including,  but not limited
               to, joint ventures,  loan or option arrangements,  puts or calls,
               guarantees  against  loss or  guarantees  of profit,  division of
               losses or profits, or the giving or withholding of proxies; (vii)
               no  associate  of any  Nominee  owns  beneficially,  directly  or
               indirectly,  any  securities  of Rural;  (viii) no  Nominee  owns
               beneficially,  directly  or  indirectly,  any  securities  of any
               parent or subsidiary  of Rural;  (ix) no Nominee or any of his or
               her  associates  was a party to any  transaction,  or  series  of
               similar transactions,  since the beginning of Rural's last fiscal
               year, or is a party to any  currently  proposed  transaction,  or
               series  of  similar  transactions,  to which  Rural or any of its
               subsidiaries  was  or is to  be a  party,  in  which  the  amount
               involved  exceeds  $120,000;  (x) no Nominee or any of his or her
               associates has any arrangement or  understanding  with any person
               with respect to any future employment by Rural or its affiliates,
               or with respect to any future  transactions to which Rural or any
               of its  affiliates  will or may be a party;  and (xi) no  person,
               including any of the Nominees,  who is a party to an  arrangement
               or  understanding  pursuant to which the Nominees are proposed to
               be elected has a  substantial  interest,  direct or indirect,  by
               security  holdings or  otherwise  in any matter to be acted on at
               the Annual  Meeting.  There are no material  proceedings to which
               any Nominee or any of his  associates is a party adverse to Rural
               or any of its subsidiaries or has a material  interest adverse to
               Rural or any of its  subsidiaries.  With  respect  to each of the
               Nominees,  none of the events enumerated in Item 401(f)(1)-(6) of
               Regulation  S-K of the  Securities  Exchange Act of 1934 occurred
               during the past five years.

      (v)      THE WRITTEN CONSENT OF EACH NOMINEE TO SERVE AS A DIRECTOR OF THE
               COMPANY IF SO ELECTED.


                                       5


               Each of the  Nominees  has  consented to be named as a nominee in
               this  Notice,  to be named as a nominee  in any  proxy  statement
               filed  by  Accipiter   Life  Sciences  in  connection   with  the
               Solicitation  and to serve as a director of Rural, if so elected.
               Such consents are attached hereto as Exhibit A.


      Please  address any  correspondence  to Accipiter  Life Sciences Fund, LP,
Attention:  Gabe Hoffman,  telephone  (212)  705-8700,  facsimile (212) 705-8750
(with a copy to our counsel,  Olshan  Grundman  Frome  Rosenzweig & Wolosky LLP,
Park Avenue Tower,  65 East 55th Street,  New York,  New York 10022,  Attention:
Steven Wolosky, Esq., telephone (212) 451-2333,  facsimile (212) 451-2222).  The
giving of this Notice is not an  admission  that any  purported  procedures  for
notice  concerning  the  nomination  of  directors to the Rural Board are legal,
valid or binding, and Accipiter reserves the right to challenge their validity.

                                  Very truly yours,

                                  ACCIPITER LIFE SCIENCES FUND, LP

                                  By: Candens Capital, LLC
                                  its general partner

                                  /s/ Gabe Hoffman
                                  ----------------------------------------------
                                  By: Gabe Hoffman, Managing Member


                                       6


                                    EXHIBIT A

                                NOMINEE CONSENTS





                                MOHSIN Y. MEGHJI
                          C/O LOUGHLIN MEGHJI + COMPANY
                               148 MADISON AVENUE
                          NEW YORK, NEW YORK 10016-6700

                                                                 August 30, 2007

Rural/Metro Corporation
9221 East Via De Ventura
Scottsdale, Arizona 85258
Attn: Corporate Secretary

Dear Sir:

      You are hereby notified that the  undersigned  consents to (i) being named
as a nominee in the notice  provided by Accipiter  Life Sciences Fund, LP of its
intention to nominate the  undersigned as a director of Rural/Metro  Corporation
("Rural") at the 2007 annual  meeting of  stockholders,  or any other meeting of
stockholders  held  in  lieu  thereof,  and  any  adjournments,   postponements,
reschedulings or continuations thereof (the "Annual Meeting"),  (ii) being named
as a nominee in any proxy statement filed by Accipiter Life Sciences Fund, LP in
connection with the  solicitation of proxies or written consents for election of
the undersigned at the Annual Meeting,  and (iii) serving as a director of Rural
if elected at the Annual Meeting.

                                    Very truly yours,

                                    /s/ Mohsin Y. Meghji
                                    --------------------------------------------
                                    Mohsin Y. Meghji




                                 NICOLE VIGLUCCI
                      C/O ACCIPITER CAPITAL MANAGEMENT, LLC
                           399 PARK AVENUE, 38TH FLOOR
                            NEW YORK, NEW YORK 10022

                                                                 August 29, 2007

Rural/Metro Corporation
9221 East Via De Ventura
Scottsdale, Arizona 85258
Attn: Corporate Secretary

Dear Sir:

      You are hereby notified that the  undersigned  consents to (i) being named
as a nominee in the notice  provided by Accipiter  Life Sciences Fund, LP of its
intention  to nominate the  undersigned  as a director  Rural/Metro  Corporation
("Rural") at the 2007 annual  meeting of  stockholders,  or any other meeting of
stockholders  held  in  lieu  thereof,  and  any  adjournments,   postponements,
reschedulings or continuations thereof (the "Annual Meeting"),  (ii) being named
as a nominee in any proxy statement filed by Accipiter Life Sciences Fund, LP in
connection with the  solicitation of proxies or written consents for election of
the undersigned at the Annual Meeting,  and (iii) serving as a director of Rural
if elected at the Annual Meeting.

                                    Very truly yours,

                                    /s/ Nicole Viglucci
                                    --------------------------------------------
                                    Nicole Viglucci

EX-99.3 4 ex993to13da606588004_083007.htm sec document


                                                                    Exhibit 99.3


                     JOINT FILING AND SOLICITATION AGREEMENT

      WHEREAS,  certain  of  the  undersigned  are  stockholders,   direct  or
beneficial, of Rural/Metro Corporation, a Delaware corporation ("Rural");

      WHEREAS,  Accipiter Life Sciences Fund, LP, a Delaware limited partnership
("Accipiter  Life  Sciences"),  Accipiter  Life Sciences Fund II, LP, a Delaware
limited partnership ("ALSF II"), Accipiter Life Sciences Fund (Offshore),  Ltd.,
a Cayman  Islands  company  ("ALSF  Offshore"),  Accipiter Life Sciences Fund II
(Offshore), Ltd., a Cayman Islands company ("ALSF II Offshore"),  Accipiter Life
Sciences  Fund II (QP),  LP, a  Delaware  limited  partnership  ("ALSF  II QP"),
Accipiter  Capital  Management,   LLC,  a  Delaware  limited  liability  company
("Management"),  Candens  Capital,  LLC, a Delaware  limited  liability  company
("Candens"),  Gabe  Hoffman  and  Nicole  Viglucci  wish to form a group for the
purpose of seeking representation on the Board of Directors of Rural;

      WHEREAS,  Accipiter  Life  Sciences  intends to nominate  Gabe Hoffman and
Nicole  Viglucci as nominees to be elected to the Board of Directors of Rural at
the 2006  annual  meeting  of  stockholders  of Rural,  or any other  meeting of
stockholders  held  in  lieu  thereof,  and  any  adjournments,   postponements,
reschedulings or continuations thereof (the "Annual Meeting").

      NOW, IT IS AGREED, this 30th day of August 2007 by the parties hereto:

            1. In accordance  with Rule  13d-1(k)(1)(iii)  under the  Securities
Exchange Act of 1934, as amended,  each of the  undersigned  (collectively,  the
"Group")  agrees to the joint filing on behalf of each of them of  statements on
Schedule 13D with respect to the  securities of Rural.  Each member of the Group
shall be responsible for the accuracy and completeness of his/her own disclosure
therein.

            2. So long as this agreement is in effect,  each of the  undersigned
shall provide written notice to Olshan  Grundman Frome  Rosenzweig & Wolosky LLP
("Olshan") of (i) any of their  purchases or sales of  securities  of Rural;  or
(ii) any  securities  of Rural over which they acquire or dispose of  beneficial
ownership.  Notice  shall  be  given no later  than 24  hours  after  each  such
transaction.

            3. Each of the  undersigned  agrees to  solicit  proxies  or written
consents  for the  election of Gabe  Hoffman and Nicole  Viglucci,  or any other
person(s)  nominated by Accipiter  Life  Sciences,  to the Board of Directors of
Rural at the Annual Meeting.

            4. Accipiter Life Sciences  agrees to bear all expenses  incurred in
connection with the Group's  activities,  including  expenses incurred by any of
the parties in a solicitation  of proxies or written  consents by the members of
the Group in connection with the Annual Meeting.  Notwithstanding the foregoing,
Accipiter  Life  Sciences  shall not be required to reimburse  any party for (i)
out-of-pocket  expenses  incurred by a party in the  aggregate in excess of $250
without Accipiter Life Sciences' prior written  approval;  (ii) the value of the
time of any party;  (iii) legal fees incurred  without  Accipiter Life Sciences'
prior  written  approval;  or (iv) the costs of any counsel,  other than Olshan,
employed  in  connection  with any  pending  or  threatened  litigation  without
Accipiter Life Sciences' prior written approval.



            5. The  relationship  of the  parties  hereto  shall be  limited  to
carrying  on the  business  of the  Group in  accordance  with the terms of this
Agreement.  Such  relationship  shall be construed and deemed to be for the sole
and limited  purpose of carrying on such business as described  herein.  Nothing
herein  shall be  construed  to  authorize  any party to act as an agent for any
other party,  or to create a joint venture or  partnership,  or to constitute an
indemnification.  Nothing herein shall restrict any party's right to purchase or
sell  securities  of  Rural,  as  he/she  deems  appropriate,  in  his/her  sole
discretion,  provided  that  all such  sales  are  made in  compliance  with all
applicable securities laws.

            6. This  Agreement  may be executed in  counterparts,  each of which
shall be deemed an original and all of which,  taken together,  shall constitute
but one and the same  instrument,  which may be  sufficiently  evidenced  by one
counterpart.

            7. In the event of any dispute arising out of the provisions of this
Agreement,  the parties hereto consent and submit to the exclusive  jurisdiction
of the Federal and State Courts in the State of New York.

            8. Any party hereto may terminate his or her obligations  under this
agreement at any time on 24 hours' written  notice to all other parties,  with a
copy by fax to Steven Wolosky at Olshan, Fax No. (212) 451-2222.

            9. Each party acknowledges that Olshan shall act as counsel for both
the Group and Accipiter Life Sciences.

                            [Signature page follows]



      IN WITNESS  WHEREOF,  the  parties  hereto  caused  this  Agreement  to be
executed as of the day and year first above written.


                                         ACCIPITER LIFE SCIENCES FUND, LP

                                         By: Candens Capital, LLC
                                             its general partner

                                         By: /s/ Gabe Hoffman
                                             -----------------------------------
                                             Gabe Hoffman, Managing Member


                                         ACCIPITER LIFE SCIENCES FUND II, LP

                                         By: Candens Capital, LLC
                                             its general partner

                                         By: /s/ Gabe Hoffman
                                             -----------------------------------
                                             Gabe Hoffman, Managing Member


                                         ACCIPITER LIFE SCIENCES FUND II (QP),
                                         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 LIFE SCIENCES FUND II
                                         (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



                                         /s/ Nicole Viglucci
                                         ---------------------------------------
                                         NICOLE VIGLUCCI



                                         /s/ Mohsin Y. Meghji
                                         ---------------------------------------
                                         MOHSIN Y. MEGHJI

EX-99.4 5 ex994to13da606588004_083007.htm sec document


                                                                    Exhibit 99.4


                        ACCIPITER LIFE SCIENCES FUND, LP
                           399 PARK AVENUE, 38TH FLOOR
                            NEW YORK, NEW YORK 10022

                                 August 30, 2007

Mohsin Y. Meghji
c/o Loughlin Meghji + Company
148 Madison Avenue
New York, New York 10016-6700

                           Re: RURAL/METRO CORPORATION

Dear Mr. Meghji:

      Thank you for  agreeing to serve as a nominee for election to the Board of
Directors of  Rural/Metro  Corporation  ("Rural") in  connection  with the proxy
solicitation  that  Accipiter  Life  Sciences  Fund,  LP  ("Accipiter")  and its
affiliates are considering undertaking to elect directors at Rural's 2007 Annual
Meeting  of  Stockholders,  or any other  meeting of  stockholders  held in lieu
thereof,  and any  adjournments,  postponements,  reschedulings or continuations
thereof (the "Accipiter  Solicitation").  Your  outstanding  qualifications,  we
believe, will prove a valuable asset to Rural and all of its stockholders.  This
letter will set forth the terms of our agreement.

      Accipiter agrees to jointly and severally  indemnify and hold you harmless
against any and all claims of any nature,  whenever  brought,  arising  from the
Accipiter  Solicitation  and  any  related  transactions,  irrespective  of  the
outcome; PROVIDED, however, that you will not be entitled to indemnification for
claims arising from your own criminal actions, fraud,  negligence,  bad faith or
willful misconduct;  PROVIDED FURTHER,  that this indemnification  agreement and
all of the Accipiter's  obligations hereunder shall terminate upon your becoming
a director of Rural.  This  indemnification  will  include any and all (each,  a
"Loss")  losses,   liabilities,   damages,   demands,  claims,  suits,  actions,
judgments,  or causes of action,  assessments,  costs and  expenses,  including,
without limitation, interest, penalties, reasonable attorneys' fees, and any and
all  reasonable  costs and  expenses  incurred in  investigating,  preparing  or
defending against any litigation,  commenced or threatened, any civil, criminal,
administrative or arbitration  action, or any claim whatsoever,  and any and all
amounts  paid  in  settlement  of any  claim  or  litigation  asserted  against,
resulting, imposed upon, or incurred or suffered by you, directly or indirectly,
as a result  of or  arising  from the  Accipiter  Solicitation  and any  related
transactions.

      In the event of a claim against you pursuant to the prior paragraph or the
occurrence of a Loss, you shall give  Accipiter  written notice of such claim or
Loss. Upon receipt of such written  notice,  the Accipiter will provide you with
counsel to represent you. Such counsel shall be reasonably acceptable to you. In
addition,  you will be reimbursed promptly for all Losses suffered by you and as
incurred as provided herein. Accipiter may not enter into any settlement of loss
or claim without your consent unless such  settlement  includes a release of you
from any and all  liability  in respect  of such  claim.  Accipiter  will not be
responsible for fees, costs or expenses of separate counsel retained by you. You
may not enter into any  settlement of loss or claim without the written  consent
of Accipiter, which consent will not be unreasonably withheld.



Page -2-


      If you agree to the  foregoing  terms,  please sign below to indicate your
acceptance.

                                           Very truly yours,

                                  ACCIPITER LIFE SCIENCES FUND, LP

                                  By: Candens Capital, LLC
                                  its general partner

                                  /s/ Gabe Hoffman
                                  ------------------------------------
                                  By: Gabe Hoffman, Managing Member


ACCEPTED AND AGREED:

/s/ Mohsin Y. Meghji
- --------------------
MOHSIN Y. MEGHJI

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