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): September 30, 2003

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 September 30, 2003, Rural/Metro Corporation, a Delaware corporation (the “Company”) ceased operating in certain of its medical transportation and related services areas. The results of those service areas have been included in discontinued operations for the three months ended September 30, 2003 and 2002. Net revenue for these service areas totaled $1.7 million and $3.9 million for the three months ended September 30, 2003 and 2002, respectively. These service areas generated a loss of $0.7 million in the three months ended September 30, 2003, and net income of $0.7 million in the three months ended September 30, 2002. We do not expect there to be a negative financial impact from these transactions.

The assets used in the discontinued operations generally were not disposed of by the Company, but instead have been redeployed in other Company operations.

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: March 3, 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 YEAR ENDED JUNE 30, 2003

	Rural/Metro Corporation			Discontinued Operations			Adjustments (1)		Pro forma Combined
NET REVENUE	$	520,477		$	(14,677	)	$	—	$	505,800
OPERATING EXPENSES
Payroll and employee benefits		284,021			(6,751	)				277,270
Provision for doubtful accounts		85,046			(2,806	)				82,240
Depreciation and amortization		13,289			(188	)				13,101
Other operating expenses		113,535			(2,716	)				110,819
Restructuring charge and other		(1,421	)		—					(1,421	)
Total operating expenses		494,470			(12,461	)		—		482,009
OPERATING INCOME		26,007			(2,216	)		—		23,791
Interest expense		(28,012	)		—					(28,012	)
Interest income		197			(1	)		—		196
Other income, net		146			—					146
LOSS BEFORE INCOME TAXES		(1,662	)		(2,217	)		—		(3,879	)
INCOME TAX EXPENSE		(197	)		—					(197	)
MINORITY INTEREST		(1,507	)		—			—		(1,507	)
LOSS FROM CONTINUING OPERATIONS	$	(3,366	)	$	(2,217	)	$	—	$	(5,583	)

(1) - The pro forma statement of operations gives effect to the disposition of the two domestic medical transportation service areas as if the dispositions occurred on July 1, 2000. The results of the two domestic medical transportation service areas 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		$	(15,030	)	$	—	$	473,950
OPERATING EXPENSES
Payroll and employee benefits		269,123			(7,670	)				261,453
Provision for doubtful accounts		77,725			(2,362	)				75,363
Depreciation and amortization		16,267			(1,181	)				15,086
Other operating expenses		103,280			(3,174	)				100,106
Contract termination costs and related asset impairment charges		(107	)		—					(107	)
Restructuring charge and other		(718	)		171					(547	)
Total operating expenses		465,570			(14,216	)		—		451,354
OPERATING INCOME		23,410			(814	)		—		22,596
Interest expense		(25,462	)		—					(25,462	)
Interest income		644			—					644
Other income, net		8			(8	)				—
LOSS BEFORE INCOME TAXES		(1,400	)		(822	)		—		(2,222	)
INCOME TAX BENEFIT		2,520			—					2,520
MINORITY INTEREST		(750	)		—					(750	)
INCOME (LOSS) FROM CONTINUING OPERATIONS	$	370		$	(822	)	$	—	$	(452	)

(1) - The pro forma statement of operations gives effect to the disposition of the two domestic medical transportation service areas as if the dispositions occurred on July 1, 2000. The results of the two domestic medical transportation service areas 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		$	(16,828	)	$	—	$	462,586
OPERATING EXPENSES
Payroll and employee benefits		271,976			(9,084	)				262,892
Provision for doubtful accounts		86,876			(5,232	)				81,644
Depreciation and amortization		25,741			(1,413	)				24,328
Other operating expenses		131,889			(4,363	)				127,526
Asset impairment charges		48,050			(15,711	)				32,339
Contract termination costs and related asset impairment charges		9,256			—					9,256
Restructuring charge and other		9,091			(29	)				9,062
Total operating expenses		582,879			(35,832	)		—		547,047
OPERATING LOSS		(103,465	)		19,004			—		(84,461	)
Interest expense		(30,624	)		—					(30,624	)
Interest income		642								642
Other expense, net		(4,053	)		4,053					—
LOSS BEFORE INCOME TAXES		(137,500	)		23,057			—		(114,443	)
INCOME TAX PROVISION		(1,137	)		—					(1,137	)
MINORITY INTEREST		705			1,585					2,290
LOSS FROM CONTINUING OPERATIONS	$	(137,932	)	$	24,642		$	—	$	(113,290	)

(1) - The pro forma statement of operations gives effect to the disposition of the two domestic medical transportation service areas as if the dispositions occurred on July 1, 2000. The results of the two domestic medical transportation service areas have been removed from the pro forma statement of operations.