sc13da

SC 13D/A 1 p66646sc13da.htm SC 13D/A sc13da


CUSIP NO. 781748108		Page 1 of 10 pages

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

SCHEDULE 13D/A
(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)

Rural/Metro Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

781748108

(CUSIP Number)

P. Robert Moya, Esq.
Quarles & Brady Streich Lang
Two North Central Avenue
Phoenix, Arizona 85004
Telephone: (602) 229-5200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 28, 2002

(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: (Box)

(Continued on following pages)


CUSIP NO. 781748108		Page 2 of 10 pages

SCHEDULE 13D/A



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

		Ernst Matthijs Hendrik Van der Lee

2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) - (b) -


3.		SEC USE ONLY



4.		SOURCE OF FUNDS
		PF(see Item 3 below)


5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
		TO ITEMS 2(d) OR 2(e)

6.		CITIZENSHIP OR PLACE OF ORGANIZATION

		The Netherlands

	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. SOLE VOTING POWER 302,000 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 302,000 10. SHARED DISPOSITIVE POWER 0

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		720,000

12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES



13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

		4.66%

14.		TYPE OF REPORTING PERSON

		IN


CUSIP NO. 781748108		Page 3 of 10 pages

SCHEDULE 13D/A



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

		Ernst-Willem Van der Lee

2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) - (b) -


3.		SEC USE ONLY



4.		SOURCE OF FUNDS
		PF(see Item 3 below)


5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
		TO ITEMS 2(d) OR 2(e)

6.		CITIZENSHIP OR PLACE OF ORGANIZATION

		The Netherlands

	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. SOLE VOTING POWER 380,000 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 380,000 10. SHARED DISPOSITIVE POWER 0

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		720,000

12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES



13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

		4.66%

14.		TYPE OF REPORTING PERSON

		IN


CUSIP NO. 781748108		Page 4 of 10 Pages

SCHEDULE 13D/A



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

		Nicolaas P. Monteban

2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(A) - (B) -


3.		SEC USE ONLY



4.		SOURCE OF FUNDS
		PF(see Item 3 below)


5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)



6.		CITIZENSHIP OR PLACE OF ORGANIZATION

		The Netherlands

	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. SOLE VOTING POWER 30,000 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 30,000 10. SHARED DISPOSITIVE POWER 0

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		720,000

12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES



13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

		4.66%

14.		TYPE OF REPORTING PERSON

		IN


CUSIP NO. 781748108		Page 5 of 10 pages

SCHEDULE 13D/A



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

		Mark J. Rosman

2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) - (b) -


3.		SEC USE ONLY



4.		SOURCE OF FUNDS
		PF(see Item 3 below)


5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)



6.		CITIZENSHIP OR PLACE OF ORGANIZATION

		The Netherlands

	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. SOLE VOTING POWER 8,000 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 8,000 10. SHARED DISPOSITIVE POWER 0

15.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		720,000

16.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES



17.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

		4.66%

18.		TYPE OF REPORTING PERSON

		IN


CUSIP NO. 781748108		Page 6 of 10 pages

SCHEDULE 13D/A

ITEM 1. SECURITY AND ISSUER

This constitutes Amendment No. 3 to the statement on Schedule 13D, dated April 6, 2001, filed by Ernst Matthijs Hendrik Van der Lee, Ernst-Willem Van der Lee and Nicolaas P. Monteban.

The class of equity securities to which this statement on Schedule 13D relates is the Common Stock, par value $.01 per share (the “Stock”), of Rural/Metro Corporation (the “Issuer”), a Delaware corporation, with principal executive offices located at 8401 East Indian Road, Scottsdale, Arizona 85251.

ITEM 2. IDENTITY AND BACKGROUND

a. This statement is being filed together by Ernst Matthijs Hendrik Van der Lee, Ernst-Willem Van der Lee, Nicolaas P. Monteban and Mark J. Rosman. Ernst Matthijs Hendrik Van der Lee, Ernst-Willem Van der Lee, Nicolaas P. Monteban and Mark J. Rosman are sometimes collectively referred to herein as the “Reporting Persons”.

b. The principal business address of Ernst Matthijs Hendrik Van der Lee, Ernst-Willem Van der Lee, Nicolaas P. Monteban and Mark J. Rosman is Wagenaarweg 7, 2597 LL The Hague, The Netherlands.

c. Ernst Matthijs Hendrik Van der Lee is President and CEO of Xalladio Holding B.V., an investment company.

Ernst-Willem Van der Lee is President and CEO of Galladio Holding B.V., an investment company.

Nicolaas P. Monteban is CFO of Galladio Capital Management B.V., an investment, real estate and financial services company.

Mark J. Rosman is Chief Counsel for Galladio Capital Management B.V.

d. None of the Reporting Persons during the last five years has been convicted in a criminal proceeding, or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in 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 violations with respect to such laws.

e. Ernst Matthijs Hendrik Van der Lee, Ernst-Willem Van der Lee, Nicolaas P. Monteban and Mark J. Rosman are citizens of The Netherlands.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The aggregate amount of funds required by:

Ernst Matthijs Hendrik Van der Lee to purchase the 302,000 shares of Stock owned by him was $610,172. All funds used to purchase this stock were obtained from the personal funds of Ernst Matthijs Hendrik Van der Lee.

Ernst-Willem Van der Lee to purchase the 380,000 shares of Stock owned by him was $1,014,544. All funds used to purchase this stock were obtained from the personal funds of Ernst-Willem Van der Lee.

Nicolaas P. Monteban to purchase the 30,000 shares of Stock owned by him was $70,800. All funds used to purchase this stock were obtained from the personal funds of Nicolaas P. Monteban.


CUSIP NO. 781748108		Page 7 of 10 pages

SCHEDULE 13D/A

Mark J. Rosman to purchase the 8,000 shares of Stock owned by him was $27,200. All funds used to purchase this stock were obtained from the personal funds of Mark J. Rosman.

ITEM 4. PURPOSE OF TRANSACTION

Each of the Reporting Persons independently purchased shares of the Issuer’s Stock because they had individually determined that the Stock may present significant opportunities for realization of increased shareholder value. Then, on August 24, 2001, the Reporting Persons along with Mark S. Howells and Bruce W. Derrick orally agreed to act in concert for the purpose of influencing the business and affairs of the Issuer with the intent of maximizing shareholder value. Recently, on or about May 23, 2002, the Reporting Persons determined that they would no longer be acting on concert with Howells and Derrick. The Reporting Persons shall, however, continue to act in concert for the purpose of influencing the business and affairs of the Issuer with the intent of maximizing shareholder value. To this end, the Reporting Persons may engage in any number of activities including, but not limited to, the following: (i) meetings and discussions with management and the Board of Directors of the Issuer with the intent to influence the Issuer’s business and affairs including its Board of Directors composition, the acquisition or disposition of assets, businesses or properties, or the pursuit of strategic initiatives; (ii) discussions with other shareholders of the Issuer with the intent to communicate the viewpoints of the Reporting Persons and thereby seek their support in so influencing the Issuer’s business and affairs; (iii) request that the Board of Directors of the Issuer take actions to reconstitute the Board of Directors so that it is comprised of (x) the current Chief Executive Officer and (y) other directors who are each truly independent (having no other business relationships with the Issuer) and who are committed to pursuing alternative that will successfully effect a restructuring and refinancing of the Issuer and otherwise maximize shareholder value; and (iv) any other activities deemed by the Reporting Persons to be effective for the purpose of so influencing the business and affairs of the Issuer including contacts with the Issuer and third parties with respect to potential extraordinary corporate transactions. At this time, the Reporting Persons do not seek to acquire control of the Issuer.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Based on information included in the Form 10-Q filed by the Issuer for the quarter ended March 31, 2002, there were 15,459,588 shares of Stock outstanding as of May 9, 2002.

a. The Reporting Persons, as members of a group, beneficially own 720,000 shares or 4.66% of the Issuer’s Stock.

b. Ernst Matthijs Hendrik Van der Lee has the sole power to vote and to dispose of 302,000 shares of the Issuer’s Stock.

Ernst-Willem Van der Lee has the sole power to vote and to dispose of 380,000 shares of the Issuer’s Stock.

Nicolaas P. Monteban has the sole power to vote and to dispose of 30,000 shares of the Issuer’s Stock.

Mark J. Rosman has the sole power to vote and dispose of 8,000 shares of the Issuer’s Stock.

c. The following transactions in the Issuer’s Stock were effected by the Reporting Persons during the 60 days preceding the date of this report. All of such transactions were open market transactions.


			Number		Price
Reporting Persons	Date		of Shares		per Share

EMH van der Lee		05/08/02		150	$	1.73




EMH van der Lee		05/15/02		25,000	$	2.02




EMH van der Lee		05/15/02		33,950	$	2.20




EMH van der Lee		05/16/02		21,317	$	2.32


CUSIP NO. 781748108		Page 8 of 10 pages

SCHEDULE 13D/A


EMH van der Lee	05/16/02	6,050	$	2.39




EMH van der Lee	05/17/02	3,583	$	2.20




EMH van der Lee	05/21/02	10,950	$	2.50




EMH van der Lee	05/23/02	13,050	$	2.50




EMH van der Lee	05/24/02	10,900	$	2.80




EMH van der Lee	05/28/02	15,000	$	2.75




EMH van der Lee	05/28/02	3,200	$	2.80




EMH van der Lee	05/28/02	10,000	$	2.96









EW van der Lee	05/08/02	3,150	$	1.73




EW van der Lee	05/15/02	25,000	$	2.02




EW van der Lee	05/15/02	33,950	$	2.20




EW van der Lee	05/16/02	21,317	$	2.32




EW van der Lee	05/16/02	6,050	$	2.39




EW van der Lee	05/17/02	8,583	$	2.20




EW van der Lee	05/21/02	10,950	$	2.50




EW van der Lee	05/23/02	13,050	$	2.50




EW van der Lee	05/24/02	7,800	$	2.80




EW van der Lee	05/28/02	25,000	$	2.75




EW van der Lee	05/28/02	10,000	$	2.96









NP Monteban	05/17/02	3,000	$	2.20




NP Monteban	05/23/02	2,000	$	2.50




NP Monteban	05/28/02	5,000	$	2.75









MS Rosman	05/17/02	2,000	$	2.20

d. none.

e. As a result of the transactions described above, the Reporting Persons have ceased to own in excess of 5% of the Issuer’s Stock.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

The Reporting Persons have agreed orally to act in concert for the purpose of influencing the business and affairs of the Issuer in the manner described above in Item 4. However, the Reporting Persons presently disclaim any oral or written agreement with respect to the acquisition, disposition or voting of the Issuer’s Stock or any of its other securities.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

The following materials are filed as exhibits to this Schedule 13D.


EXHIBIT 1		Joint Filing Agreement


CUSIP NO. 781748108		Page 9 of 10 pages

SCHEDULE 13D/A

SIGNATURES

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.

/s/ Ernst Matthijs Hendrik Van der Lee
Ernst Matthijs Hendrik Van der Lee

Date: 05/29/02

/s/ Ernst-Willem Van der Lee
Ernst-Willem Van der Lee

Date: 05/29/02

/s/ Nicolaas P. Monteban
Nicolaas P. Monteban

Date: 05/29/02

/s/ Mark J. Rosman
Mark J. Rosman

Date: 05/29/02

INDEX TO EXHIBITS


Exhibit 99.1		Joint Filing Agreement

	a.		This statement is being filed together by Ernst Matthijs Hendrik Van der Lee, Ernst-Willem Van der Lee, Nicolaas P. Monteban and Mark J. Rosman. Ernst Matthijs Hendrik Van der Lee, Ernst-Willem Van der Lee, Nicolaas P. Monteban and Mark J. Rosman are sometimes collectively referred to herein as the “Reporting Persons”.

	b.		The principal business address of Ernst Matthijs Hendrik Van der Lee, Ernst-Willem Van der Lee, Nicolaas P. Monteban and Mark J. Rosman is Wagenaarweg 7, 2597 LL The Hague, The Netherlands.

	c.		Ernst Matthijs Hendrik Van der Lee is President and CEO of Xalladio Holding B.V., an investment company.

			Ernst-Willem Van der Lee is President and CEO of Galladio Holding B.V., an investment company.

			Nicolaas P. Monteban is CFO of Galladio Capital Management B.V., an investment, real estate and financial services company.

			Mark J. Rosman is Chief Counsel for Galladio Capital Management B.V.

	d.		None of the Reporting Persons during the last five years has been convicted in a criminal proceeding, or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in 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 violations with respect to such laws.

	e.		Ernst Matthijs Hendrik Van der Lee, Ernst-Willem Van der Lee, Nicolaas P. Monteban and Mark J. Rosman are citizens of The Netherlands.

		The aggregate amount of funds required by:

		Ernst Matthijs Hendrik Van der Lee to purchase the 302,000 shares of Stock owned by him was $610,172. All funds used to purchase this stock were obtained from the personal funds of Ernst Matthijs Hendrik Van der Lee.

		Ernst-Willem Van der Lee to purchase the 380,000 shares of Stock owned by him was $1,014,544. All funds used to purchase this stock were obtained from the personal funds of Ernst-Willem Van der Lee.

		Nicolaas P. Monteban to purchase the 30,000 shares of Stock owned by him was $70,800. All funds used to purchase this stock were obtained from the personal funds of Nicolaas P. Monteban.

	a.		The Reporting Persons, as members of a group, beneficially own 720,000 shares or 4.66% of the Issuer’s Stock.

	b.		Ernst Matthijs Hendrik Van der Lee has the sole power to vote and to dispose of 302,000 shares of the Issuer’s Stock.

			Ernst-Willem Van der Lee has the sole power to vote and to dispose of 380,000 shares of the Issuer’s Stock.

			Nicolaas P. Monteban has the sole power to vote and to dispose of 30,000 shares of the Issuer’s Stock.

			Mark J. Rosman has the sole power to vote and dispose of 8,000 shares of the Issuer’s Stock.

	c.		The following transactions in the Issuer’s Stock were effected by the Reporting Persons during the 60 days preceding the date of this report. All of such transactions were open market transactions.