-----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, QA6eR+3zpjAPq05rqL6gt4AMTZEzQbCfUqpL00L2PBdq5iDTAPGO+62UKTTs3XoL mzNEuk+y0EFS7UpPo4NFTQ== 0000950153-00-000232.txt : 20000216 0000950153-00-000232.hdr.sgml : 20000216 ACCESSION NUMBER: 0000950153-00-000232 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000215 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: SEC FILE NUMBER: 005-45613 FILM NUMBER: 544286 BUSINESS ADDRESS: STREET 1: 8401 EAST INDIAN SCHOOL RD CITY: SCOTTSDALE STATE: AZ ZIP: 85251 BUSINESS PHONE: 4809943886 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RAMSEY ROBERT E JR CENTRAL INDEX KEY: 0001041998 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P O BOX 222 EAST MAIN CITY: MESA STATE: AZ ZIP: 85201 BUSINESS PHONE: 6026557203 MAIL ADDRESS: STREET 1: P O BOX 222 EAST MAIN CITY: MESA STATE: AZ ZIP: 85201 SC 13D/A 1 SC 13D/A 1 Potential persons who are to respond to the collection of information contained in this form are not required SEC 1746 (2-98) to respond unless the form displays a currently valid OMB control number. UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 WASHINGTON, D.C. 20549 Expires: November 30, 1999 Estimated average burden hours per response...14.9 SCHEDULE 13D UNITED THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)(1) )* Rural/Metro Corporation (Name of Issuer) Common Stock (Title of Class of Securities 781748 10 8 (CUSIP Number) Robert E. Ramsey, Jr., 222 East Main, Mesa, Arizona 85201 (602) 665-7203 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 12, 1998 (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. 1 2 *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 781748 10 8 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Robert E. Ramsey, Jr. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) 3. SEC Use Only 4. Source of Funds (See Instructions) PF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization United States Number of Shares Beneficially 7. Sole Voting Power 493,523 Owned by Each Reporting Person 8. Shared Voting Power 315,253 With 9. Sole Dispositive Power 493,523 10. Shared Dispositive Power 315,253 11. Aggregate Amount Beneficially Owned by Each Reporting Person 493,523 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) X 13. Percent of Class Represented by Amount in Row (11) Approximately 3.4% 14. Type of Reporting Person (See Instructions) IN 2 3 ITEM 1. SECURITY AND ISSUER Title of Class of Equity Security: Common Stock Principal Executive Offices of Issuer: Rural/Metro Corporation 8401 East Indian School Road Scottsdale, Arizona 85251 ITEM 2. IDENTITY AND BACKGROUND (a) Name: Robert E. Ramsey, Jr. (b) Business Address: 2398 East Camelback Road, #340, Phoenix, Arizona 85016-9001 (c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: President The Ramsey Community Services Foundation 2398 East Camelback Road, #340 Phoenix, Arizona 85016-9001 (d) None. (e) None. (f) United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Personal funds. ITEM 4. PURCHASE OF TRANSACTION The Reporting Person holds the Common Stock described in Item 1 for investment purposes. (a) through (j) - Not Applicable. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The Reporting Person beneficially owns 493,523 shares of Common Stock representing approximately 3.4% of the Issuer's outstanding Common Stock. This amount includes 41,250 shares of Common Stock issuable to the Reporting Person pursuant to stock options that may be exercised within 60 days of February 14, 2000. (b) Sole Power to Vote: 493,523 shares of Common Stock Shared Power to Vote: 315,253 (Ramsey SW Revocable Trust) Sole Power to Dispose: 493,532 shares of Common Stock 3 4 Shared Power to Vote: 315,253 (c) Since the date of the filing of the last Schedule 13(D), the Reporting Person has effected the following sale transactions of the Issuer's Common Stock:
Shares of Common Beneficial Date Stock Ownership Common Stock beneficially owned, December 29, 1999 971,276 9/3/99 137,500 9/3/99 315,253 452,753 ------- Common Stock beneficially owned, February 14, 2000 493,523
(d) Not applicable. (e) Pursuant to sale transactions beginning on September 3, 1999, the Reporting Person ceased to be the beneficial owner of more than five percent of the Issuer's outstanding Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AND EXHIBITS Exhibit 1 - Employment Agreement by and between Robert E. Ramsey, Jr. and Rural/Metro Corporation. (1) 4 EX-1 2 EX-1 1 Exhibit 1 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The following shall be filed as exhibits: copies of written agreements relating to the filing of joint acquisition statements as required by Section 240.13d-1(k) and copies of all written agreements, contracts, arrangements, understandings, plans or proposals relating to: (1) the borrowing of funds to finance the acquisition as disclosed in Item 3; (2) the acquisition of issuer control, liquidation, sale of assets, merger, or change in business or corporate structure or any other matters as disclosed in Item 4; and (3) the transfer or voting of the securities, finder's fees, joint ventures, options, puts, calls, guarantees of loans, guarantees against loss or of profit, or the giving or withholding of any proxy as disclosed in Item 6. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 14, 2000 - ------------------------------------------------------------------------------- Date /s/ Robert E. Ramsey, Jr. - ------------------------------------------------------------------------------- Signature Robert E. Ramsey, Jr. - ------------------------------------------------------------------------------- Name/Title The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----