-----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, VADxj7FuKTRWLdr0XRZl9UBQD3+p+qvHYqWQ26cWBE0GRcw2+qY5p+CpReOMtQWu rgRN03PpnSZKvvX4VdlLhQ== 0000921895-07-002072.txt : 20070904 0000921895-07-002072.hdr.sgml : 20070903 20070904163559 ACCESSION NUMBER: 0000921895-07-002072 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070904 DATE AS OF CHANGE: 20070904 EFFECTIVENESS DATE: 20070904 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: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22056 FILM NUMBER: 071097258 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: DFAN14A 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 DFAN14A 1 dfan14a065888_09042007.htm sec document

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 14A
                                 (RULE 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

 PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
                                 (AMENDMENT NO.)

Filed by the Registrant / /

Filed by a Party other than the Registrant /X/

Check the appropriate box:

      / /   Preliminary Proxy Statement

      / /   Confidential,  for Use of the Commission  Only (as permitted by Rule
            14a-6(e)(2))

      / /   Definitive Proxy Statement

      /X/   Definitive Additional Materials

      / /   Soliciting Material Under Rule 14a-12

                             RURAL/METRO CORPORATION
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

                        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
                                 NICOLE VIGLUCCI
                                MOHSIN Y. MEGHJI
- --------------------------------------------------------------------------------
    (Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)


                                      -1-


     Payment of Filing Fee (Check the appropriate box):

      /X/   No fee required.

      / /   Fee computed on table below per Exchange Act Rules  14a-6(i)(1)  and
            0-11.

      (1)   Title of each class of securities to which transaction applies:


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      (2)   Aggregate number of securities to which transaction applies:


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      (3)   Per unit price or other  underlying  value of  transaction  computed
            pursuant  to  Exchange  Act Rule 0-11 (set forth the amount on which
            the filing fee is calculated and state how it was determined):


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      (4)   Proposed maximum aggregate value of transaction:


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      (5)   Total fee paid:


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      / /   Fee paid previously with preliminary materials:


- --------------------------------------------------------------------------------


      / /   Check box if any part of the fee is offset as  provided  by Exchange
Act Rule  0-11(a)(2)  and identify the filing for which the  offsetting  fee was
paid previously.  Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

      (1)   Amount previously paid:


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      (2)   Form, Schedule or Registration Statement No.:


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                                      -2-


      (3)   Filing Party:


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      (4)   Date Filed:


      Accipiter  Life Sciences  Fund,  LP ("ALS Fund"),  together with the other
participants  named herein,  is filing materials  contained in this Schedule 14A
with the  Securities  and Exchange  Commission  ("SEC") in  connection  with the
solicitation of proxies for the election of a slate of director  nominees at the
2007 annual  meeting of  stockholders  (the  "Annual  Meeting")  of  Rural/Metro
Corporation,  a Delaware corporation (the "Company"). ALS Fund has not yet filed
a proxy statement with the SEC with regard to the Annual Meeting

Item 1: On  September  4, 2007,  Accipiter  Capital  Management,  LLC issued the
following press release:

NEWS RELEASE

FOR IMMEDIATE RELEASE


    ACCIPITER CAPITAL MANAGEMENT NOMINATES TWO DIRECTORS FOR ELECTION TO THE
          RURAL/METRO BOARD OF DIRECTORS AT THIS YEAR'S ANNUAL MEETING

      NEW YORK, NEW YORK, SEPTEMBER 4, 2007 - - Accipiter Capital Management
announced today that on Friday, August 31, 2007 one of its funds, Accipiter Life
Sciences Fund, LP, which together with its related funds owns an aggregate of
3,701,647 shares or approximately 14.99% of the common stock of Rural/Metro,
delivered a Notice of Nomination for Election as Directors at the 2007 Annual
Meeting of Stockholder of Rural/Metro Corporation ( Nasdaq: RURL). The Notice,
also filed with the Securities and Exchange Commission on Friday as an exhibit
to Accipiter's Schedule 13D amendment, indicated Accipiter's intent to nominate
Mohsin Y. Meghji and Nicole Viglucci for election as Directors to the
Rural/Metro Board at the 2007 annual meeting of stockholders of Rural. The
Schedule 13D amendment also included Accipiter's August 30, 2007 letter to
Rural's Board of Directors detailing issues facing the company and Accipiter's
repeated attempts to communicate with Rural's Board.

      Gabe Hoffman, Managing Member of Accipiter Capital Management, stated,
"Accipter, a long-term, major shareholder owning nearly 15% of the outstanding
shares of RURL is very pleased to put forth Mr. Meghji and Ms. Viglucci, two
highly competent and qualified candidates for election to the Rural/Metro Board.

      "We believe that, with their backgrounds and experience, Mr. Meghji and
Ms. Viglucci will be able to bring fresh insight and initiative to the Board and
promote the maximization of shareholder value for all Rural/Metro shareholders."

      Mr. 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.



      Ms. Viglucci, age 32, currently serves as a healthcare analyst at
Accipiter Capital Management. 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.

      Mr. Hoffman further stated, "Accipiter has made many attempts to engage in
frank and constructive talks with the Management of Rural/Metro in hopes of
working together toward a common goal of maximizing shareholder value for all
shareholders. These attempts have been completely rebuffed and rejected. It is
only after our efforts to extend an olive branch have been rejected that we now
feel our only course of action is to pursue a contested election of directors.
We find it unfortunate that Rural/Metro's Management and Board have not
announced any substantive steps to prevent further erosion of shareholder value
nor engaged interested shareholders who wish to present a plan of action to stop
the significant damage to shareholder value."

                                    # # #

Contacts
Dan Burch / Dan Sullivan
MacKenzie Partners, Inc.
212-929-5940 / 1-800-322-2885



                   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.


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