0001140361-11-021191.txt : 20110406 0001140361-11-021191.hdr.sgml : 20110406 20110406202552 ACCESSION NUMBER: 0001140361-11-021191 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110328 FILED AS OF DATE: 20110406 DATE AS OF CHANGE: 20110406 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LANDY JOSEPH CENTRAL INDEX KEY: 0001220638 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22056 FILM NUMBER: 11744453 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAYE CHARLES R CENTRAL INDEX KEY: 0001239318 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22056 FILM NUMBER: 11744452 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS & CO CENTRAL INDEX KEY: 0000929408 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22056 FILM NUMBER: 11744455 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS LLC CENTRAL INDEX KEY: 0001162870 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22056 FILM NUMBER: 11744454 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Partners LLC CENTRAL INDEX KEY: 0001322709 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22056 FILM NUMBER: 11744456 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus X, L.P. CENTRAL INDEX KEY: 0001414561 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22056 FILM NUMBER: 11744458 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus X LLC CENTRAL INDEX KEY: 0001414564 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22056 FILM NUMBER: 11744457 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Private Equity X, L.P. CENTRAL INDEX KEY: 0001414565 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22056 FILM NUMBER: 11744460 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS X PARTNERS, L.P. CENTRAL INDEX KEY: 0001451560 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22056 FILM NUMBER: 11744459 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-9219 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 3 1 doc1.xml FORM 3 X0203 3 2011-03-28 0 0000906326 RURAL/METRO CORP /DE/ RURL 0001414565 Warburg Pincus Private Equity X, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001451560 WARBURG PINCUS X PARTNERS, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001414561 Warburg Pincus X, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001414564 Warburg Pincus X LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001322709 Warburg Pincus Partners LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0000929408 WARBURG PINCUS & CO C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001162870 WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001220638 LANDY JOSEPH C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001239318 KAYE CHARLES R C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 Common Stock, par value $0.01 per share 0 I See footnotes (1) (2) (3) in Exhibit 99.2 /s/ Scott A. Arenare 2011-04-06 EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document

COMPLETE JOINT FILERS’ SIGNATURES

Dated April 6, 2011
 
WARBURG PINCUS PRIVATE EQUITY X, L.P.
 
 
By:
Warburg Pincus X, L.P., its general partner
 
By:
Warburg Pincus X LLC, its general partner
 
By:
Warburg Pincus Partners, LLC, its sole member
 
By:
Warburg Pincus & Co., its managing member
 
 
By:
/s/ Scott A. Arenare
   
Name: Scott A. Arenare
   
Title: Partner
 
 
WARBURG PINCUS X PARTNERS, L.P.
 
 
By:
Warburg Pincus X, L.P., its general partner
 
By:
Warburg Pincus X LLC, its general partner
 
By:
Warburg Pincus Partners, LLC, its sole member
 
By:
Warburg Pincus & Co., its managing member
 
 
By:
/s/ Scott A. Arenare
   
Name: Scott A. Arenare
Title: Partner
 
 
WARBURG PINCUS X, L.P.
 
     
 
By:
Warburg Pincus X LLC, its general partner
 
By:
Warburg Pincus Partners, LLC, its sole member
 
By:
Warburg Pincus & Co., its managing member
 
By:
/s/ Scott A. Arenare
   
Name: Scott A. Arenare
   
Title: Partner

 
 
 
 
 
WARBURG PINCUS X LLC
 
 
By:
Warburg Pincus Partners, LLC, its sole member
 
By:
Warburg Pincus & Co., its managing member
 
 
By:
/s/ Scott A. Arenare
   
Name: Scott A. Arenare
   
Title: Partner
 
 
WARBURG PINCUS PARTNERS, LLC
 
 
By:
Warburg Pincus & Co., its managing member
 
 
By:
/s/ Scott A. Arenare
   
Name: Scott A. Arenare
   
Title: Partner
 
 
WARBURG PINCUS & CO.
 
 
By:
 
/s/ Scott A. Arenare
   
Name: Scott A. Arenare
   
Title: Partner
 
 
WARBURG PINCUS LLC
 
By:
 
/s/ Scott A. Arenare
   
Name: Scott A. Arenare
   
Title: Managing Director
 
 
CHARLES R. KAYE
 
 
By:
/s/ Scott A. Arenare
   
Name: Charles R. Kaye
   
Title: Scott A. Arenare, *Attorney-in-fact
 
 
JOSEPH P. LANDY
 
 
By:
/s/ Scott A. Arenare
   
Name: Joseph P. Landy
   
Title: Scott A. Arenare, **Attorney-in-fact

________________
  
 
 *   Power of Attorney given by Mr. Kaye was previously filed with the U.S. Securities and Exchange Commission (“SEC”) on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.
     
 **   Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.
 

 

 EX-99.2 3 misc2.htm MISCELLANEOUS EXHIBITS Unassociated Document
 
 
 
(1)
 This Form 3 is being filed on behalf of Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (“WP X”), Warburg Pincus X Partners, L.P., a Delaware limited partnership (“WP X Partners”), Warburg Pincus X, L.P., a Delaware limited partnership and the general partner of each of WP X and WP X Partners (“WP X LP”), Warburg Pincus X LLC, a Delaware limited liability company and the general partner of WP X LP (“WP X LLC”), Warburg Pincus Partners, LLC, a New York limited liability company and the sole member of WP X LLC (“WP Partners”), Warburg Pincus & Co., a New York general partnership and the managing member of WP Partners (“WP”), Warburg Pincus LLC, a New York limited liability company that manages certain private equity funds, including WP X and WP X Partners (“WP LLC”), and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Managing Member and Co-President of WP LLC (and together with WP X, WP X Partners, WP X LP, WP X LLC, WP Partners, WP and WP LLC, the “Warburg Pincus Reporting Persons”).
   
(2) As an inducement to WP Rocket Holdings LLC, a Delaware limited liability company (“WP Rocket”), whose sole member is WP X, and WP Rocket's wholly-owned subsidiary, WP Rocket Merger Sub, Inc., a Delaware corporation, to enter into the Agreement and Plan of Merger with Rural/Metro Corporation (the “Issuer”), dated March 28, 2011 (the “Merger Agreement”), WP Rocket, Coliseum Capital Partners, L.P. and Blackwell Partners, LLC (Coliseum Capital Partners, L.P. and Blackwell Partners, LLC, collectively, the “Stockholders”) entered into a voting agreement, dated as of March 28, 2011 (the “Voting Agreement”), related to 3,142,417 shares of Common Stock held by the Stockholders (the “Shares”).  The Shares do not include an additional 11,766 restricted stock units (RSUs) that will vest and be cashed out upon consummation of the Merger, and which were disclosed as beneficially owned by the Stockholders in the Schedule 13D/A filed by the Stockholders on March 30, 2011.
   
 
Pursuant to the Voting Agreement, among other things, each Stockholder agreed to (i) appear at each meeting of the stockholders of the Issuer and any adjournment thereof with respect to the merger transactions contemplated by the Merger Agreement (the “Merger”) or otherwise cause the Shares to be counted as present for purposes of determining a quorum and (ii) vote the Shares (A) to adopt the Merger Agreement and approve any actions related thereto, (B) against any Acquisition Proposal (as defined in the Merger Agreement), without regard to the terms of such Acquisition Proposal, or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated by the Merger Agreement and (C) against any other action that is intended or could prevent, impede, or, in any material respect, interfere with, or delay the transactions contemplated by the Merger Agreement. The Stockholders also agreed to comply with certain restrictions on the disposition of the Shares, subject to the terms and conditions contained in the Voting Agreement. Pursuant to the Voting Agreement, the Stockholders agreed to certain restrictions on their ability to solicit inquiries or initiate discussions with respect to, or to respond to, alternative proposals to acquire the Issuer. Each Stockholder has granted an irrevocable proxy in favor of WP Rocket to vote the Shares as required by the Voting Agreement. The Voting Agreement will terminate on the earlier of (i) the effective time of the Merger, (ii) the date of termination of the Merger Agreement in accordance with its terms and (iii) certain adverse amendments to the Merger Agreement if not approved by the Stockholders. The Warburg Pincus Reporting Persons are not paying any additional compensation to the Stockholders in connection with the execution and delivery of the Voting Agreement
   
(3) As a result of the Voting Agreement, the Warburg Pincus Reporting Persons may be deemed for the purposes of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended  (the “Exchange Act”), to have shared voting power and therefore to beneficially own 3,142,417 shares of common stock of the Issuer, representing, for the purposes of Rule 13d-3 of the Exchange Act, approximately 12.4% of the outstanding shares of common stock (assuming that 25,380,542 shares of common stock of the Issuer are outstanding, which the Issuer represented in the Merger Agreement as the number of outstanding shares at the close of business on March 24, 2011, and that the Stockholders beneficially own 3,142,417 shares, which the Stockholders represented in the Voting Agreement as the number of outstanding Shares they beneficially owned as of March 28, 2011. The Shares do not include an additional 11,766 restricted stock units (RSUs) that will vest and be cashed out upon consummation of the Merger, and which were disclosed as beneficially owned by the Stockholders in the Schedule 13D/A filed by the Stockholders on March 30, 2011.)
   
  Pursuant to Rule 16a-1(a)(4) of the Exchange Act, this statement shall not be construed as an admission for purposes of Section 16 of the Exchange Act, or otherwise, that the Warburg Pincus Reporting Persons are, for any or all purposes, the beneficial owners of the securities covered by this statement and such beneficial ownership is expressly disclaimed. The Warburg Pincus Reporting Persons do not have any pecuniary interest in the shares of common stock of the Issuer covered by this statement and therefore do not have beneficial ownership of any shares of common stock of the Issuer within the meaning of Rule 16a-1(a)(2) of the Exchange Act.