8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 31, 2004

RURAL/METRO CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

0-22056	86-0746929
(Commission File Number)	(IRS Employer Identification No.)

8401 East Indian School Road

Scottsdale, Arizona

85251

(Address of Principal Executive Offices)

(Zip Code)

(480) 606-3886

(Registrant’s telephone number, including area code)

Item 2. Acquisition or Disposition of Assets

Effective January 31, 2004, Rural/Metro Corporation, a Delaware corporation ceased providing services in one of its fire and other service areas in connection with the expiration of a contract. The results of this service area will be included in discontinued operations beginning with filings made for the quarter ended March 31, 2004. The assets related to the service area totaled $0.6 million or 0.3% of total assets at December 31, 2003.

Item 7. Exhibits

(a) Not applicable.

(b) Pro forma Condensed Financial Information. The required pro forma financial information is included as Exhibit 99.1 to this Report.

(c) The following exhibit is filed herewith:

99.1 Pro Forma Financial Statements of Rural/Metro Corporation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RURAL/METRO CORPORATION
Date: February 17, 2004	By:	/s/  John S. Banas III
		John S. Banas III
		Executive Vice President

CURRENT REPORT ON FORM 8-K

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Pro Forma Financial Statements of Rural/Metro Corporation

EX-99.1

EXHIBIT 99.1

RURAL/METRO CORPORATION

PROFORMA STATEMENT OF OPERATIONS (UNAUDITED)

FOR THE SIX MONTHS ENDED DECEMBER 31, 2003

	Rural/Metro Corporation			Discontinued Operations			Adjustments (1)		Pro forma Combined
NET REVENUE	$	265,862		$	(1,371	)	$	—	$	264,491
OPERATING EXPENSES
Payroll and employee benefits		141,052			(865	)				140,187
Provision for doubtful accounts		42,627			—					42,627
Depreciation and amortization		5,734			(30	)				5,704
Other operating expenses		57,246			(26	)				57,220
Restructuring charge and other		—			—					—
Total operating expenses		246,659			(921	)		—		245,738
OPERATING INCOME		19,203			(450	)		—		18,753
Interest expense		(15,208	)		—					(15,208	)
Interest income		51			—			—		51
Other income, net		—			—					—
INCOME BEFORE INCOME TAXES		4,046			(450	)		—		3,596
INCOME TAX EXPENSE		(195	)		—					(195	)
MINORITY INTEREST		(463	)		—			—		(463	)
INCOME FROM CONTINUING OPERATIONS	$	3,388		$	(450	)	$	—	$	2,938

(1) - The pro forma statement of operations gives effect to the contract expiration in one fire and other service area as if the expiration of the contract occurred on July 1, 2000. The results of the one fire and other service area have been removed from the pro forma statement of operations.

RURAL/METRO CORPORATION

PROFORMA STATEMENT OF OPERATIONS (UNAUDITED)

FOR THE YEAR ENDED JUNE 30, 2003

	Rural/Metro Corporation			Discontinued Operations			Adjustments (1)		Pro forma Combined
NET REVENUE	$	520,477		$	(3,448	)	$	—	$	517,029
OPERATING EXPENSES
Payroll and employee benefits		284,021			(2,499	)				281,522
Provision for doubtful accounts		85,046			—					85,046
Depreciation and amortization		13,289			(58	)				13,231
Other operating expenses		113,535			(73	)				113,462
Restructuring charge and other		(1,421	)		—					(1,421	)
Total operating expenses		494,470			(2,630	)		—		491,840
OPERATING INCOME		26,007			(818	)		—		25,189
Interest expense		(28,012	)		—					(28,012	)
Interest income		197			—			—		197
Other income, net		146			—					146
LOSS BEFORE INCOME TAXES		(1,662	)		(818	)		—		(2,480	)
INCOME TAX EXPENSE		(197	)		—					(197	)
MINORITY INTEREST		(1,507	)		—			—		(1,507	)
LOSS FROM CONTINUING OPERATIONS	$	(3,366	)	$	(818	)	$	—	$	(4,184	)

(1) - The pro forma statement of operations gives effect to the contract expiration in one fire and other service area as if the expiration of the contract occurred on July 1, 2000. The results of the one fire and other service area have been removed from the pro forma statement of operations.

RURAL/METRO CORPORATION

PRO FORMA STATEMENT OF OPERATIONS (UNAUDITED)

FOR THE YEAR ENDED JUNE 30, 2002

	Rural/Metro Corporation			Discontinued Operations			Adjustments (1)		Pro forma Combined
NET REVENUE	$	488,980		$	(3,470	)	$	—	$	485,510
OPERATING EXPENSES
Payroll and employee benefits		269,123			(2,511	)				266,612
Provision for doubtful accounts		77,725			(220	)				77,505
Depreciation and amortization		16,267			(56	)				16,211
Other operating expenses		103,280			(74	)				103,206
Contract termination costs and related asset impairment charges		(107	)		—					(107	)
Restructuring charge and other		(718	)							(718	)
Total operating expenses		465,570			(2,861	)		—		462,709
OPERATING INCOME		23,410			(609	)		—		22,801
Interest expense		(25,462	)		—					(25,462	)
Interest income		644			—					644
Other income, net		8								8
LOSS BEFORE INCOME TAXES		(1,400	)		(609	)		—		(2,009	)
INCOME TAX BENEFIT		2,520			—					2,520
MINORITY INTEREST		(750	)		—					(750	)
INCOME (LOSS) FROM CONTINUING OPERATIONS	$	370		$	(609	)	$	—	$	(239	)

(1) - The pro forma statement of operations gives effect to the contract expiration in one fire and other service area as if the expiration of the contract occurred on July 1, 2000. The results of the one fire and other service area have been removed from the pro forma statement of operations.

RURAL/METRO CORPORATION

PRO FORMA STATEMENT OF OPERATIONS (UNAUDITED)

FOR THE YEAR ENDED JUNE 30, 2001

	Rural/Metro Corporation			Discontinued Operations			Adjustments (1)		Pro forma Combined
NET REVENUE	$	479,414		$	(3,417	)	$	—	$	475,997
OPERATING EXPENSES
Payroll and employee benefits		271,976			(2,510	)				269,466
Provision for doubtful accounts		86,876			—					86,876
Depreciation and amortization		25,741			(49	)				25,692
Other operating expenses		131,889			(72	)				131,817
Asset impairment charges		48,050			—					48,050
Contract termination costs and related asset impairment charges		9,256			—					9,256
Restructuring charge and other		9,091			—					9,091
Total operating expenses		582,879			(2,631	)		—		580,248
OPERATING LOSS		(103,465	)		(786	)		—		(104,251	)
Interest expense		(30,624	)		—					(30,624	)
Interest income		642								642
Other expense, net		(4,053	)		—					(4,053	)
LOSS BEFORE INCOME TAXES		(137,500	)		(786	)		—		(138,286	)
INCOME TAX PROVISION		(1,137	)		—					(1,137	)
MINORITY INTEREST		705			—					705
LOSS FROM CONTINUING OPERATIONS	$	(137,932	)	$	(786	)	$	—	$	(138,718	)

(1) - The pro forma statement of operations gives effect to the contract expiration in one fire and other service area as if the expiration of the contract occurred on July 1, 2000. The results of the one fire and other service area have been removed from the pro forma statement of operations.