8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2006

RURAL/METRO CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	0-22056	86-0746929
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9221 East Via De Ventura

Scottsdale, Arizona

85258

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (480) 606-3886

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01. Completion of Acquisition or Disposition of Assets.

Effective March 31, 2006, Keefe & Keefe, Inc. and Multi-Care International, Inc., each a wholly-owned subsidiary of Rural/Metro Corporation, a Delaware corporation (the “Company”), discontinued medical transportation services provided in the State of New Jersey. The Company’s long-term strategy is to achieve maximum profitability by combining its 911 emergency medical transportation and non-emergency medical transportation business. The decision to cease medical transportation operations in New Jersey was primarily due to the fact that the majority of the New Jersey operations consisted of non-emergency medical transportation services. This market presented a limited opportunity for the Company to obtain 911 emergency medical transportation contracts as these services are primarily provided by hospital-based non-profit services, and by volunteer and municipal fire departments. Effective March 31, 2006, the Company transitioned its non-emergency medical transportation services to various other service providers.

The results of this service area will be included in discontinued operations beginning with filings made for the quarter ended March 31, 2006. The Company anticipates incurring costs related to the closure of its New Jersey operations, including approximately $0.5 million of termination benefits for certain employees and lease termination costs as well as $1.0 million of goodwill impairment charges during the quarter ended March 31, 2006. In addition, the Company anticipates recording additional reserves related to its New Jersey accounts receivable of approximately $2.2 million due to deterioration in collections experience during recent months.

The assets related to this service area, primarily consisting of net accounts receivable and goodwill, totaled $6.3 million, or 2.0% of the total assets of the Company at December 31, 2005. The Company plans to sell certain ambulances utilized by this operation to another service provider and redeploy the remainder of the service area’s useful assets to other operations of the Company. As a result, the Company anticipates recording a nominal gain on the sale of fixed assets during the quarter ended June 30, 2006.

The anticipated charges and gains discussed in the preceding paragraphs are not reflected in the pro-forma consolidated statements of income presented in Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Pro Forma Financial Information.

The required pro forma financial information is included as Exhibit 99.1 to this Report.

(c) Exhibits.

Exhibit No.	Description
99.1	Pro Forma Financial Statements of Rural/Metro Corporation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RURAL/METRO CORPORATION
Date: April 6, 2006	By:	/s/ Michael S. Zarriello
		Michael S. Zarriello Senior Vice President and Chief Financial Officer

CURRENT REPORT ON FORM 8-K

EXHIBIT INDEX

Exhibit No.	Description
99.1	Pro Forma Financial Statements of Rural/Metro Corporation

EX-99.1

Exhibit 99.1

RURAL/METRO CORPORATION

PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2005

(in thousands, except per share amounts)

(unaudited)

	As Reported (1)			New Jersey Discontinued Operations			Pro-Forma
Net revenue	$	141,461		$	(4,155	)	$	137,306
Operating expenses:
Payroll and employee benefits		69,096			(2,264	)		66,832
Provision for doubtful accounts		25,009			(711	)		24,298
Depreciation and amortization		2,846			(39	)		2,807
Other operating expenses		30,878			(863	)		30,015
Loss on sale of assets		35			—			35
Total operating expenses		127,864			(3,877	)		123,987
Operating income		13,597			(278	)		13,319
Interest expense		(7,748	)		—			(7,748	)
Interest income		172			—			172
Income from continuing operations before income taxes and minority interest		6,021			(278	)		5,743
Income tax provision		(2,524	)		116			(2,408	)
Minority interest		(153	)		—			(153	)
Income from continuing operations	$	3,344		$	(162	)	$	3,182
Income per share from continuing operations:
Basic	$	0.14					$	0.13
Diluted	$	0.13					$	0.13
Average number of common shares outstanding:
Basic		24,330						24,330
Diluted		25,298						25,298

(1) As reported in the Company’s December 31, 2005 Form 10-Q filed with the SEC on February 9, 2006.

Note: The unaudited pro-forma consolidated statement of operations gives effect to the discontinuation of the Company’s operations in New Jersey as if this discontinuation occurred on July 1, 2002. The results of this service area have been removed from the unaudited pro-forma consolidated statement of operations.

RURAL/METRO CORPORATION

PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2004

(in thousands, except per share amounts)

(unaudited)

	As Reported (1)			New Jersey Discontinued Operations			Pro-Forma
Net revenue	$	126,621		$	(5,068	)	$	121,553
Operating expenses:
Payroll and employee benefits		66,540			(2,840	)		63,700
Provision for doubtful accounts		19,684			(481	)		19,203
Depreciation and amortization		2,541			(56	)		2,485
Other operating expenses		28,417			(1,190	)		27,227
Loss on sale of assets		5			—			5
Total operating expenses		117,187			(4,567	)		112,620
Operating income		9,434			(501	)		8,933
Interest expense		(7,513	)		—			(7,513	)
Interest income		48			—			48
Income from continuing operations before income taxes and minority interest		1,969			(501	)		1,468
Income tax provision		(260	)		—			(260	)
Minority interest		337			—			337
Income from continuing operations	$	2,046		$	(501	)	$	1,545
Income per share from continuing operations:
Basic	$	0.09					$	0.07
Diluted	$	0.09					$	0.06
Average number of common shares outstanding:
Basic		22,241						22,241
Diluted		24,022						24,022

(1) As reported in the Company’s December 31, 2005 Form 10-Q filed with the SEC on February 9, 2006.

Note: The unaudited pro-forma consolidated statement of operations gives effect to the discontinuation of the Company’s operations in New Jersey as if this discontinuation occurred on July 1, 2002. The results of this service area have been removed from the unaudited pro-forma consolidated statement of operations.

RURAL/METRO CORPORATION

PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2005

(in thousands, except per share amounts)

(unaudited)

	As Reported (1)			New Jersey Discontinued Operations			Pro-Forma
Net revenue	$	280,225		$	(8,790	)	$	271,435
Operating expenses:
Payroll and employee benefits		137,551			(4,800	)		132,751
Provision for doubtful accounts		48,741			(1,352	)		47,389
Depreciation and amortization		5,599			(71	)		5,528
Other operating expenses		61,430			(1,886	)		59,544
Gain on sale of assets		(1,307	)		—			(1,307	)
Total operating expenses		252,014			(8,109	)		243,905
Operating income		28,211			(681	)		27,530
Interest expense		(15,256	)		—			(15,256	)
Interest income		325			—			325
Income from continuing operations before income taxes and minority interest		13,280			(681	)		12,599
Income tax provision		(6,168	)		316			(5,852	)
Minority interest		(315	)		—			(315	)
Income from continuing operations	$	6,797		$	(365	)	$	6,432
Income per share from continuing operations:
Basic	$	0.28					$	0.26
Diluted	$	0.27					$	0.25
Average number of common shares outstanding:
Basic		24,281						24,281
Diluted		25,280						25,280

(1) As reported in the Company’s December 31, 2005 Form 10-Q filed with the SEC on February 9, 2006.

Note: The unaudited pro-forma consolidated statement of operations gives effect to the discontinuation of the Company’s operations in New Jersey as if this discontinuation occurred on July 1, 2002. The results of this service area have been removed from the unaudited pro-forma consolidated statement of operations.

RURAL/METRO CORPORATION

PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2004

(in thousands, except per share amounts)

(unaudited)

	As Reported (1)			New Jersey Discontinued Operations			Pro-Forma
Net revenue	$	252,531		$	(10,002	)	$	242,529
Operating expenses:
Payroll and employee benefits		132,063			(5,613	)		126,450
Provision for doubtful accounts		40,442			(996	)		39,446
Depreciation and amortization		5,377			(116	)		5,261
Other operating expenses		54,347			(2,306	)		52,041
Loss on sale of assets		3			—			3
Total operating expenses		232,232			(9,031	)		223,201
Operating income		20,299			(971	)		19,328
Interest expense		(14,831	)		—			(14,831	)
Interest income		176			—			176
Income from continuing operations before income taxes and minority interest		5,644			(971	)		4,673
Income tax provision		(336	)		—			(336	)
Minority interest		28			—			28
Income from continuing operations	$	5,336		$	(971	)	$	4,365
Income per share from continuing operations:
Basic	$	0.24					$	0.20
Diluted	$	0.23					$	0.19
Average number of common shares outstanding:
Basic		22,100						22,100
Diluted		23,351						23,351

(1) As reported in the Company’s December 31, 2005 Form 10-Q filed with the SEC on February 9, 2006.

Note: The unaudited pro-forma consolidated statement of operations gives effect to the discontinuation of the Company’s operations in New Jersey as if this discontinuation occurred on July 1, 2002. The results of this service area have been removed from the unaudited pro-forma consolidated statement of operations.

RURAL/METRO CORPORATION

PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED JUNE 30, 2005

(in thousands, except per share amounts)

(unaudited)

	As Reported (1)			Augusta Discontinued Operations (2)			New Jersey Discontinued Operations			Pro-Forma
Net revenue	$	531,084		$	(8,900	)	$	(20,742	)	$	501,442
Operating expenses:
Payroll and employee benefits		272,574			(3,597	)		(11,241	)		257,736
Provision for doubtful accounts		87,298			(2,617	)		(2,665	)		82,016
Depreciation and amortization		11,046			(228	)		(209	)		10,609
Other operating expenses		119,033			(1,681	)		(4,822	)		112,530
Total operating expenses		489,951			(8,123	)		(18,937	)		462,891
Operating income		41,133			(777	)		(1,805	)		38,551
Interest expense		(29,579	)		—			—			(29,579	)
Interest income		305			—			—			305
Loss on early extinguishment of debt		(8,170	)		—			—			(8,170	)
Income from continuing operations before income taxes and minority interest		3,689			(777	)		(1,805	)		1,107
Income tax benefit		82,817			305			694			83,816
Minority interest		(102	)		—			—			(102	)
Income from continuing operations	$	86,404		$	(472	)	$	(1,111	)	$	84,821
Income per share from continuing operations:
Basic	$	3.81								$	3.74
Diluted	$	3.58								$	3.52
Average number of common shares outstanding:
Basic		22,674									22,674
Diluted		24,105									24,105

(1) As reported in the Company’s Form 8-K/A filed with the SEC on November 15, 2005.

(2) As reported in the Company’s Form 8-K filed with the SEC on January 6, 2006.

Note: The unaudited pro-forma consolidated statement of operations gives effect to the discontinuation of the Company’s operations in Augusta, Georgia and New Jersey as if these discontinuations occurred on July 1, 2002. The results of these service areas have been removed from the unaudited pro-forma consolidated statement of operations.

RURAL/METRO CORPORATION

PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED JUNE 30, 2004

(in thousands, except per share amounts)

(unaudited)

	As Reported (1)			Augusta Discontinued Operations (2)			New Jersey Discontinued Operations			Pro-Forma
Net revenue	$	493,773		$	(8,718	)	$	(22,541	)	$	462,514
Operating expenses:
Payroll and employee benefits		254,757			(3,516	)		(11,001	)		240,240
Provision for doubtful accounts		86,717			(2,374	)		(4,347	)		79,996
Depreciation and amortization		10,990			(230	)		(289	)		10,471
Other operating expenses		111,217			(1,619	)		(3,705	)		105,893
Total operating expenses		463,681			(7,739	)		(19,342	)		436,600
Operating income		30,092			(979	)		(3,199	)		25,914
Interest expense		(29,243	)		—			—			(29,243	)
Interest income		97			—			—			97
Income from continuing operations before income taxes and minority interest		946			(979	)		(3,199	)		(3,232	)
Income tax benefit		(16	)		56			185			225
Minority interest		475			—			—			475
Income from continuing operations	$	1,405		$	(923	)	$	(3,014	)	$	(2,532	)
Income per share from continuing operations:
Basic	$	0.29								$	0.10
Diluted	$	0.06								$	(0.13	)
Average number of common shares outstanding:
Basic		16,645									16,645
Diluted		21,817									21,817

(1) As reported in the Company’s Form 8-K/A filed with the SEC on November 15, 2005.

(2) As reported in the Company’s Form 8-K filed with the SEC on January 6, 2006.

Note: The unaudited pro-forma consolidated statement of operations gives effect to the discontinuation of the Company’s operations in Augusta, Georgia and New Jersey as if these discontinuations occurred on July 1, 2002. The results of these service areas have been removed from the unaudited pro-forma consolidated statement of operations.

RURAL/METRO CORPORATION

PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED JUNE 30, 2003

(in thousands, except per share amounts)

(unaudited)

	As Reported (1)			Augusta Discontinued Operations (2)			New Jersey Discontinued Operations			Pro-Forma
Net revenue	$	452,723		$	(7,445	)	$	(22,923	)	$	422,355
Operating expenses:
Payroll and employee benefits		242,949			(3,215	)		(11,201	)		228,533
Provision for doubtful accounts		76,753			(1,823	)		(4,187	)		70,743
Depreciation and amortization		11,628			(176	)		(362	)		11,090
Other operating expenses		103,518			(1,595	)		(4,517	)		97,406
Restructuring and other		(1,421	)		1,321			—			(100	)
Total operating expenses		433,427			(5,488	)		(20,267	)		407,672
Operating income		19,296			(1,957	)		(2,656	)		14,683
Interest expense		(28,012	)		—			—			(28,012	)
Interest income		197			—			—			197
Income from continuing operations before income taxes and minority interest		(8,519	)		(1,957	)		(2,656	)		(13,132	)
Minority interest		(1,507	)		—			—			(1,507	)
Income from continuing operations	$	(10,026	)	$	(1,957	)	$	(2,656	)	$	(14,639	)
Income per share from continuing operations:
Basic	$	(0.85	)							$	(1.13	)
Diluted	$	(0.85	)							$	(1.13	)
Average number of common shares outstanding:
Basic		16,116									16,116
Diluted		16,116									16,116

(1) As reported in the Company’s Form 8-K/A filed with the SEC on November 15, 2005.

(2) As reported in the Company’s Form 8-K filed with the SEC on January 6, 2006.

Note: The unaudited pro-forma consolidated statement of operations gives effect to the discontinuation of the Company’s operations in Augusta, Georgia and New Jersey as if these discontinuations occurred on July 1, 2002. The results of these service areas have been removed from the unaudited pro-forma consolidated statement of operations.