8-K

UNITED STATES

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): February 17, 2005

RURAL/METRO CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	0-22056	86-0746929
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9221 East Via De Ventura

Scottsdale, Arizona

85258

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (480) 606-3886

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 7.01 Regulation FD Disclosure

On February 17, 2005 Rural/Metro Corporation (the “Company”), in connection with the Company’s previously announced intention to offer approximately $50 million in gross proceeds of senior discount notes and $140 million in aggregate principal amount of senior subordinated notes of a newly formed, wholly-owned subsidiary to be issued pursuant to Rule 144A and Regulation S, the Company disclosed the unaudited pro forma consolidated financial statements attached as Exhibit 99.1 hereto.

Concurrently with the offerings of the notes, the Company plans to enter into a new senior secured credit facility, consisting of a six year $120.0 million Term Loan B facility, a five year $20.0 million revolving credit facility (none of which will be drawn at the time of the offerings) and a six year $15.0 million pre-funded letter of credit facility.

The Company expects to use the borrowings under the new senior secured credit facility and the proceeds from the offerings of the notes, together with cash on hand, to finance the 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 amounts outstanding under its existing senior credit facility and to pay certain fees and expenses related to the refinancing transactions. The tender offer and consent solicitation, the offerings of the notes and the entering into of the new senior credit facility and the related repayment and redemption transactions are collectively referred to as the “refinancing transactions.” The Company can provide no assurance that the refinancing transactions will be completed on a timely basis, or at all.

The attached exhibit sets forth unaudited pro forma consolidated financial data as of December 31, 2004, for the year ended June 30, 2004, for the twelve months ended December 31, 2004 and for the six months ended December 31, 2003 and 2004.

The unaudited pro forma consolidated financial statements should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Company’s historical consolidated financial statements and the accompanying notes thereto appearing in the Company’s Form 8-K filed on February 16, 2005 and the Company’s 10-Q filed on February 14, 2005. The unaudited pro forma consolidated financial statements attached as an exhibit have been prepared to give effect to the refinancing transactions as of December 31, 2004 for the unaudited pro forma consolidated balance sheet and as of the first day of each of the periods presented for the unaudited pro forma statements of income.

The unaudited pro forma consolidated balance sheet and statements of income attached as an exhibit have been derived from the Company’s historical consolidated financial statements. The unaudited pro forma consolidated financial statements are based on the estimates and assumptions set forth in the notes to the statements that management believes are reasonable. In the opinion of management, all adjustments have been made that are necessary to present fairly the unaudited pro forma consolidated financial statements. The unaudited pro forma consolidated financial statements are for informational purposes only and are not necessarily indicative of the Company’s future earnings, results of operations or financial position or what its earnings, results of operations or financial position would have been if the refinancing transactions occurred on the dates indicated.

The disclosure attached as an exhibit to this current report on Form 8-K is being furnished to comply with Regulation FD. The information included in this current report is not considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and is not subject to the liabilities of that sector.

2

Item 9.01 Financial Statements and Exhibits.

(c)

Exhibits:

Exhibit No.	Description of Exhibits
99.1	Tables setting forth unaudited pro forma consolidated financial data as of December 31, 2004, for the year ended June 30, 2004, for the twelve months ended December 31, 2004 and for the six months ended December 31, 2003 and 2004.

3

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, 2005	By:	/s/ Michael S. Zarriello
		Michael S. Zarriello Senior Vice President and Chief Financial Officer

9

EXHIBIT INDEX

Exhibit No	Description of Exhibit
99.1	Tables setting forth unaudited pro forma consolidated financial data as of December 31, 2004, for the year ended June 30, 2004, for the twelve months ended December 31, 2004 and for the six months ended December 31, 2003 and 2004.

5

EX-99.1

Exhibit 99.1

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2004

(dollars in thousands)

	Rural/Metro Corp.			Pro Forma Adjustments			Pro Forma Rural/Metro Corp.			Pro Forma Rural/Metro Operating Company, LLC*
ASSETS
Current assets:
Cash	$	10,109		$	(4,588	)(1)	$	249		$	249
					(2,722	)(2)
					(2,550	)(3)
Accounts receivable, net of allowance for doubtful accounts of $65,142 and $59,430 at December 31, 2004 and June 30, 2004, respectively		67,421			—			67,421			67,421
Receivable from insurers		8,371			—			8,371			8,371
Inventories		12,017			—			12,017			12,017
Prepaid expenses and other assets		8,353			—			8,353			8,353
Total current assets		106,271			(9,860	)		96,411			96,411
Property and equipment, net		41,904			—			41,904			41,904
Goodwill		40,850			—			40,850			40,850
Insurance deposits		6,453			—			6,453			6,453
Other assets		11,889			10,250	(4)		16,104			14,394
					(6,035	)(5)
	$	207,367		$	(5,645	)	$	201,722		$	200,012
LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS’/MEMBERS’ DEFICIT
Current liabilities:
Accounts payable	$	9,520		$	(560	)(6)	$	8,960		$	9,520
Accrued liabilities		55,208			(4,588	)(1)		50,620			50,620
Deferred revenue		19,008			—			19,008			19,008
Current portion of long-term debt		1,515			1,200	(7)		2,715			2,715
Total current liabilities		85,251			(3,948	)		81,303			81,863
Long-term debt, net of current portion		303,440			(302,472	)(8)		309,768			259,768
					308,800	(9)
Deferred income taxes		650			—			650			650
Total liabilities		389,341			2,380			391,721			342,281
Minority interest		1,481			—			1,481			1,481
Stockholders’ deficit		(183,455	)		(2,550	)(3)		(191,480	)
Members’ deficit					(6,035	)(5)					(143,750	)
					560	(6)
	$	207,367		$	(5,645	)	$	201,722		$	200,012

(1) To record the payment of accrued interest relating to the existing senior credit facility and existing senior notes.

(2) To record the payment of transaction fees and expenses.

(3) To record the estimated tender premium and consent solicitation fee related to the existing senior notes.

(4) To record deferred financing costs associated with our new indebtedness.

(5) To reflect the write-off of deferred financing costs associated with the existing credit facility and senior notes.

(6) To record the estimated tax benefit relating to the write-off of deferred financing fees and tender premium and consent solicitation fee on existing senior notes at an effective tax rate of 6.5%.

(7) To record the current portion of the new Term Loan B.

(8) To reflect the repayment of $152.6 million of long-term debt related to the existing senior secured credit facility and $149.9 million related to the existing 7 ⁷/8% senior notes.

(9) To record $118.8 million of long-term debt related to the new senior secured credit facility, $140.0 million of long-term debt related to the new senior subordinated notes offered hereby and $50.0 million gross proceeds of new senior discount notes offered hereby.

* Reflects the elimination of the senior discount notes and related debt issuance costs retained by Rural/Metro Corp.

1

UNAUDITED PRO FORMA STATEMENT OF INCOME

FOR THE YEAR ENDED JUNE 30, 2004

(dollars in thousands)

	Rural/Metro Corp.			Pro Forma Adjustments			Pro Forma Rural/Metro Corp.			Pro Forma Adjustments			Pro Forma Rural/Metro Operating Company, LLC
Net revenue	$	526,603		$	—		$	526,603		$	—		$	526,603
Operating expenses
Payroll and employee benefits		277,549			—			277,549			—			277,549
Provision for doubtful accounts		87,268			—			87,268			—			87,268
Depreciation and amortization		11,404			—			11,404			—			11,404
Other operating expenses		114,855			—			114,855			—			114,855
Total operating expenses		491,076			—			491,076			—			491,076
Operating income		35,527			—			35,527			—			35,527
Interest expense		(29,243	)		25,952	(1)
					2,872	(2)
					(26,380	)(3)
					(1,276	)(4)		(28,075	)		6,445	(6)
											155	(7)		(21,475	)
Interest income		97			—			97			—			97
Income from continuing operations before income taxes and minority interest		6,381			1,168			7,549			6,600			14,149
Income tax provision		(300	)		(55	)(5)		(355	)		(310	)(5)		(665	)
Minority interest		475			—			475			—			475
Income from continuing operations		6,556			1,113			7,669			6,290			13,959
Loss from discontinued operations		(345	)		—			(345	)		—			(345	)
Net income	$	6,211		$	1,113		$	7,324		$	6,290		$	13,614

(See accompanying notes)

2

UNAUDITED PRO FORMA STATEMENT OF INCOME

FOR THE LAST TWELVE MONTHS ENDED DECEMBER 31, 2004

(dollars in thousands)

	Rural/Metro Corp.			Pro Forma Adjustments			Pro Forma Rural/Metro Corp.			Pro Forma Adjustments			Pro Forma Rural/Metro Operating Company, LLC
Net revenue	$	540,724		$	—		$	540,724		$	—		$	540,724
Operating expenses
Payroll and employee benefits		285,967			—			285,967			—			285,967
Provision for doubtful accounts		87,872			—			87,872			—			87,872
Depreciation and amortization		11,478			—			11,478			—			11,478
Other operating expenses		115,700			—			115,700			—			115,700
Total operating expenses		501,017			—			501,017			—			501,017
Operating income		39,707			—			39,707			—			39,707
Interest expense		(28,869	)		25,670	(1)
					2,679	(2)
					(26,956	)(3)
					(1,275	)(4)		(28,751	)		6,445	(6)
											155	(7)		(22,151	)
Interest income		225			—			225			—			225
Income from continuing operations before income taxes and minority interest		11,063			118			11,181			6,600			17,781
Income tax provision		(634	)		(7	)		(641	)		(376	)(5)		(1,017	)
Minority interest		966			—			966			—			966
Income from continuing operations		11,395			111			11,506			6,224			17,730
Loss from discontinued operations		(491	)		—			(491	)		—			(491	)
Net income	$	10,904		$	111		$	11,015		$	6,224		$	17,239

(See accompanying notes)

3

UNAUDITED PRO FORMA STATEMENT OF INCOME

FOR THE SIX MONTHS ENDED DECEMBER 31, 2004

(dollars in thousands)

	Rural/Metro Corp.			Pro Forma Adjustments			Pro Forma Rural/Metro Corp.			Pro Forma Adjustments			Pro Forma Rural/Metro Operating Company, LLC
Net revenue	$	273,680		$	—		$	273,680		$	—		$	273,680
Operating expenses
Payroll and employee benefits		146,149			—			146,149			—			146,149
Provision for doubtful accounts		42,054			—			42,054			—			42,054
Depreciation and amortization		5,677			—			5,677			—			5,677
Other operating expenses		57,083			—			57,083			—			57,083
Total operating expenses		250,963			—			250,963			—			250,963
Operating income		22,717			—			22,717			—			22,717
Interest expense		(14,834	)		13,118	(1)
					1,339	(2)
					(13,640	)(3)
					(638	)(4)		(14,655	)		3,125	(6)
											78	(7)		(11,452	)
Interest income		179			—			179			—			179
Income from continuing operations before income taxes and minority interest		8,062			179			8,241			3,203			11,444
Income tax provision		(523	)		(12	)(5)		(535	)		(208	)(5)		(743	)
Minority interest		28			—			28			—			28
Income from continuing operations		7,567			167			7,734			2,995			10,729
Loss from discontinued operations		(93	)		—			(93	)		—			(93	)
Net income	$	7,474		$	167		$	7,641		$	2,995		$	10,636

(See accompanying notes)

4

UNAUDITED PRO FORMA STATEMENT OF INCOME

FOR THE SIX MONTHS ENDED DECEMBER 31, 2003

(dollars in thousands)

	Rural/Metro Corp.			Pro Forma Adjustments			Rural/Metro Corp.			Pro Forma Adjustments			Pro Forma Rural/Metro Operating Company, LLC
Net revenue	$	259,559		$	—		$	259,559		$	—		$	259,559
Operating expenses
Payroll and employee benefits		137,731			—			137,731			—			137,731
Provision for doubtful accounts		41,450			—			41,450			—			41,450
Depreciation and amortization		5,603			—			5,603			—			5,603
Other operating expenses		56,238			—			56,238			—			56,238
Total operating expenses		241,022			—			241,022			—			241,022
Operating income		18,537			—			18,537			—			18,537
Interest expense		(15,208	)		13,400	(1)
					1,532	(2)
					(13,065	)(3)
					(638	)(4)		(13,979	)		3,125	(6)
											78	(7)		(10,776	)
Interest income		51			—			51			—			51
Income from continuing operations before income taxes and minority interest		3,380			1,229			4,609			3,203			7,812
Income tax provision		(189	)		(69	)(5)		(258	)		(179	)(5)		(437	)
Minority interest		(463	)		—			(463	)		—			(463	)
Income from continuing operations		2,728			1,160			3,888			3,024			6,912
Income from discontinued operations		53			—			53			—			53
Net income	$	2,781		$	1,160		$	3,941		$	3,024		$	6,965

(See accompanying notes)

5

Notes to Pro Forma Statements of Income

(1) To eliminate interest expense from the existing senior credit facility and senior notes.

(2) To eliminate amortization of deferred financing costs from the existing senior credit facility and senior notes.

(3) Adjusted to record interest expense on:

(a) the new senior discount notes assuming gross proceeds of $50.0 million at a rate of 12.50% compounded semi-annually;

(b) the new senior subordinated notes assuming aggregate principal amount of $140.0 million at a rate of 9.75%; and

(c) the new senior secured credit facility assuming borrowings of $120.0 million and an effective rate of LIBOR + 3.50%, a commitment fee of 0.50% on the $20.0 million undrawn revolving credit facility and a participation fee at an effective rate of 3.65% of the $15.0 million aggregate amount of the prefunded letter of credit facility.

(4) To record amortization of $10.3 million of deferred financing costs associated with the new senior secured credit facility over 6 years and the senior subordinated notes and senior discount notes over 10 years and 11 years, respectively.

(5) To adjust income tax expense as a result of additional interest expense, at an effective rate of 4.7% for the year ended June 30, 2004, 5.7% for the last twelve months ended December 31, 2004, 6.5% for the six months ended December 31, 2004 and 5.6% for the six months ended December 31, 2003.

(6) To eliminate interest expense on the new senior discount notes issued by Rural/Metro and assuming gross proceeds of $50.0 million at a rate of 12.50% compounded semi-annually.

(7) To eliminate amortization of deferred costs associated with the new senior discount notes issued by Rural/Metro.

6