8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) February 9, 2005

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.)

9221 East Via De Ventura Scottsdale, Arizona	85258
(Address of Principal Executive Offices)	(Zip Code)

(480) 606-3886

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On February 9, 2005, Rural/Metro Corporation (the “Company”) issued a press release announcing that in connection with the financing of its previously announced tender offer for and consent solicitation relating to its 7 ⁷/8% Senior Notes due 2008, it has obtained a commitment for new senior secured credit facilities. The borrower under the facilities is expected to be a newly formed, wholly owned subsidiary of the Company. The borrower will also offer $140 million in aggregate principal amount of senior subordinated notes due 2015. The Company intends to offer approximately $50 million in gross proceeds of senior discount notes due 2016. The full text of the Company’s press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1 Press Release of Rural/Metro Corporation, dated February 9, 2005.

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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
By:	/s/ Michael S. Zarriello
Name:	Michael S. Zarriello
Title:	Senior Vice President and Chief Financial Officer

Date: February 14, 2005

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated February 9, 2005.

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EX-99.1

Exhibit 99.1

CONTACT:	Liz Merritt, Rural/Metro Corporation
	(480) 606-3337
	Financial Dynamics, Investor Relations
	Jim Byers (Investors)
	(415) 439-4504

RURAL/METRO ANNOUNCES PROPOSED DEBT REFINANCING

SCOTTSDALE, Ariz. (Feb. 9, 2005) – Rural/Metro Corporation (NASDAQ/SC: RURL) today announced that in connection with the financing of its previously announced tender offer for and consent solicitation relating to its 7 ⁷/8% Senior Notes due 2008, it has obtained a commitment for new senior secured credit facilities.

The facilities are expected to include a $120 million term loan B maturing in 2011 and a $20 million revolving credit facility maturing in 2010. The facilities also are expected to include a $15 million letter of credit facility maturing in 2011. The borrower under the facilities is expected to be a newly formed wholly owned subsidiary of the company. The borrower also will offer $140 million in aggregate principal amount of senior subordinated notes due 2015. Rural/Metro intends to offer approximately $50 million in gross proceeds of senior discount notes due 2016.

Rural/Metro expects to use the borrowings under the new senior secured facilities and the proceeds from the offerings of the notes, in addition to about $7 million of the company’s cash, to finance its tender offer for and consent solicitation relating to its existing senior notes, to redeem any existing senior notes not acquired in the tender offer, to repay approximately $153 million of outstanding revolving credit facility borrowings and to pay certain fees and expenses related to the above transactions.

Any issuance of senior subordinated notes or senior discount notes is expected to be through a private placement that would be resold by the initial purchasers to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended, and outside the United States pursuant to Regulation S of the Securities Act. The commitment for the credit facilities is subject to certain conditions, including the successful completion of the proposed offerings of the notes. The final terms of any new credit facilities, senior subordinated notes or senior discount notes are still subject to negotiation. Other aspects of the refinancing plan are still under discussion with financing sources and may vary significantly in light of market and other conditions existing at the time the refinancing plan is finalized. There can be no assurance that the borrower or company will successfully enter into its new senior secured facilities or complete the issuance of its senior subordinated notes or senior discount notes.

Any senior subordinated notes or senior discount notes will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security in any jurisdiction in which such offer or sale would be unlawful.

About Rural/Metro

Rural/Metro Corporation provides emergency and non-emergency medical transportation, fire protection and other safety services in 23 states and approximately 400 communities throughout the United States.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, among others, the company’s ability to consummate any of the tender offer, entering into the new senior secured credit facilities or the issuance of the senior subordinated notes or senior discount notes; collect its accounts receivable; competitors’ actions; litigation and regulatory matters; and the company’s ability to sustain operating cash flow, secure new contracts, retain existing contracts, improve earnings and operating margin. Additional factors that could affect the company are described in its Form 10-K for the year ended June 30, 2004 under the caption “Risk Factors” in the Management’s Discussion and Analysis section, and other factors as described from time to time in the company’s SEC filings. The company disclaims any obligation to update its forward-looking statements.