-----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, AuSwJHjIpJ+TI/lGUjdNIWsdYl8+LUz3hGcjDw5cUP8zzAiTP068QaLQ/WTYRo8T VcKRpRr1TJ4+JbnNkLuWzA== 0000000000-06-056805.txt : 20070302 0000000000-06-056805.hdr.sgml : 20070302 20061117114914 ACCESSION NUMBER: 0000000000-06-056805 CONFORMED SUBMISSION TYPE: UPLOAD PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061117 FILED FOR: 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: UPLOAD 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 LETTER 1 filename1.txt November 17, 2006 Via Facsimile (212) 451-2222 and U.S. Mail Steve Wolosky, Esq. Olshan Grundman Frome Rosenzweig & Wolosky LLP Park Avenue Tower 65 East 55th Street New York, NY 10022 Re: Rural/Metro Corporation Definitive Additional Materials Filed November 14, 2006 by Accipiter Life Sciences Fund, LP, Accipiter Life Sciences Fund II, LP, Accipiter Life Sciences Fund (Offshore), Ltd., Accipiter Life Sciences Fund II (Offshore), Ltd., Accipiter Life Sciences Fund II (QP), LP, Candens Capital, LLC, Accipiter Capital Management, LLC, Gabe Hoffman, and Nicole Viglucci File No. 0-22056 Dear Mr. Wolosky: We have the following comments on the above-referenced filing. 1. We note your statements that Rural/Metro Corporation "refuses to file restated historical results on Form 8-K." Please provide us supplemental support that describes the company`s obligations in this respect. If the company is not required to make the referenced filings, please ensure that you provide additional context in future disclosure. Refer to Rule 14a-9. 2. We note your statement that the company file several annual reports and one quarterly report late. In future filings, please provide additional context by disclosing that the company filed those reports within the extension period provided for in our rules. 3. Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief. Support for opinions or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff on a supplemental basis. We note, for example: * your assertion that the company followed a "disastrous" acquisition strategy in the late 1990`s..." * your assertion that "It is obvious that Rural has long-ignored proper corporate governance." * your assertion that "Management has taken an extreme position by refusing to provide stockholders with any specific financial outlook, or any elements thereof." With respect to the second and third bullet points, please confirm that in future filings you will provide additional context that describes whether other reporting entities in general or in the company`s industry act similarly (i.e., what is proper corporate governance and provision of earnings outlook?). Closing Comments You should furnish a response letter keying your responses to our comment letter and providing any supplemental information we have requested. You should transmit the letter via EDGAR under the label "CORRESP." In the event that you believe that compliance with any of the above comments is inappropriate, provide a basis for such belief to the staff in the response letter. Please direct any questions to me at (202) 551-3619. You may also contact me via facsimile at (202) 772-9203. Please send all correspondence to us at the following ZIP code: 20549-3628. Sincerely, Daniel F. Duchovny Special Counsel Office of Mergers and Acquisitions Steve Wolosky, Esq. Olshan Grundman Frome Rosenzweig & Wolosky LLP November 17, 2006 Page 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE -----END PRIVACY-ENHANCED MESSAGE-----