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): December 31, 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 2.01 Completion of Acquisition or Disposition of Assets.

Effective December 31, 2005, E.M.S. Ventures Inc. d/b/a Rural/Metro Ambulance, a wholly-owned subsidiary of Rural/Metro Corporation, a Delaware corporation (the “Company”) discontinued emergency and non-emergency medical transportation services provided to the City of Augusta, Georgia upon expiration of the Company’s exclusive contract to provide emergency medical transportation services. The Company elected not to pursue renewal of this contract based upon the one-year contract term and stipulations that would have been less beneficial to the Company including greater resource requirements to service this market. The Company’s ongoing strategy is to pursue long-term contracts in growing markets with favorable payor mix.

Net revenue and operating income for this service area for the three months ended September 30, 2005 were $2.1 million and $0.2 million, respectively. These results exclude the allocation of any ongoing shared services costs such as human resources, financial services, risk management and legal services, among others. These ongoing services and associated costs will be redirected to support new markets or for the expansion of existing service areas. The results for this service area comprised 1.5 percent of the Company’s reported consolidated net revenue of $140.9 million and 1.3 percent of the Company’s reported consolidated operating income of $14.8 million for the three months ended September 30, 2005. The results of this service area will be included in discontinued operations beginning with filings made for the three and six month periods ended December 31, 2005. Assets of this service area, primarily equipment, generally will not be disposed of but instead will be redeployed in other Company operations.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Pro Forma Financial Information.

The required pro forma financial information is included as Exhibit 99.1 to this Report.

(c) Exhibits.

Exhibit No.	Description
99.1	Pro forma financial statements of Rural/Metro Corporation

2

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: January 6, 2006	By:	/s/ Michael S. Zarriello
		Michael S. Zarriello
		Senior Vice President and Chief Financial Officer

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Pro forma financial statements of Rural/Metro Corporation

4

EX-99.1

Exhibit 99.1

RURAL/METRO CORPORATION

PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005

(in thousands, except per share amounts)

(unaudited)

	As Reported			Discontinued Operations			Adjustments (1)		Pro-Forma
Net revenue	$	140,919		$	(2,142	)	$	—	$	138,777
Operating expenses:
Payroll and employee benefits		69,284			(830	)		—		68,454
Provision for doubtful accounts		24,431			(699	)		—		23,732
Depreciation and amortization		2,813			(60	)		—		2,753
Other operating expenses		30,908			(355	)		—		30,553
Gain on sale of assets		(1,335	)		—			—		(1,335	)
Total operating expenses		126,101			(1,944	)		—		124,157
Operating income		14,818			(198	)		—		14,620
Interest expense		(7,513	)		—			—		(7,513	)
Interest income		158			—			—		158
Income from continuing operations before income taxes and minority interest		7,463			(198	)		—		7,265
Income tax provision		(3,722	)		—			—		(3,722	)
Minority interest		(162	)		—			—		(162	)
Income from continuing operations	$	3,579		$	(198	)	$	—	$	3,381
Income per share from continuing operations:
Basic	$	0.15							$	0.14
Diluted	$	0.14							$	0.13
Average number of common shares outstanding:
Basic		24,232								24,232
Diluted		25,261								25,261

(1) The pro-forma statement of operations gives effect to the expiration of the Company’s contract with the City of Augusta, Georgia as if this expiration occurred on July 1, 2002. The results of this service area have been removed from the pro-forma statement of operations.

RURAL/METRO CORPORATION

PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004

(in thousands, except per share amounts)

(unaudited)

	As Reported			Discontinued Operations			Adjustments (1)		Pro-Forma
Net revenue	$	128,118		$	(2,206	)	$	—	$	125,912
Operating expenses:
Payroll and employee benefits		66,427			(904	)		—		65,523
Provision for doubtful accounts		21,391			(632	)		—		20,759
Depreciation and amortization		2,890			(54	)		—		2,836
Other operating expenses		26,353			(424	)		—		25,929
Total operating expenses		117,061			(2,014	)		—		115,047
Operating income		11,057			(192	)		—		10,865
Interest expense		(7,320	)		—			—		(7,320	)
Interest income		130			—			—		130
Income from continuing operations before income taxes and minority interest		3,867			(192	)		—		3,675
Income tax provision		(76	)		—			—		(76	)
Minority interest		(309	)		—			—		(309	)
Income from continuing operations	$	3,482		$	(192	)	$	—	$	3,290
Income per share from continuing operations:
Basic	$	0.16							$	0.15
Diluted	$	0.15							$	0.15
Average number of common shares outstanding:
Basic		21,959								21,959
Diluted		22,679								22,679

(1) The pro-forma statement of operations gives effect to the expiration of the Company’s contract with the City of Augusta, Georgia as if this expiration occurred on July 1, 2002. The results of this service area have been removed from the pro-forma statement of operations.

RURAL/METRO CORPORATION

PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED JUNE 30, 2005

(in thousands, except per share amounts)

(unaudited)

	As Reported			Discontinued Operations			Adjustments (1)		Pro-Forma
Net revenue	$	531,084		$	(8,900	)	$	—	$	522,184
Operating expenses:
Payroll and employee benefits		272,574			(3,597	)		—		268,977
Provision for doubtful accounts		87,298			(2,617	)		—		84,681
Depreciation and amortization		11,046			(228	)		—		10,818
Other operating expenses		119,033			(1,681	)		—		117,352
Total operating expenses		489,951			(8,123	)		—		481,828
Operating income		41,133			(777	)		—		40,356
Interest expense		(29,579	)		—			—		(29,579	)
Interest income		305			—			—		305
Loss on early extinguishment of debt		(8,170	)		—			—		(8,170	)
Income from continuing operations before income taxes and minority interest		3,689			(777	)		—		2,912
Income tax benefit		82,817			—			—		82,817
Minority interest		(102	)		—			—		(102	)
Income from continuing operations	$	86,404		$	(777	)	$	—	$	85,627
Income per share from continuing operations:
Basic	$	3.81							$	3.78
Diluted	$	3.58							$	3.55
Average number of common shares outstanding:
Basic		22,674								22,674
Diluted		24,105								24,105

(1) The pro-forma statement of operations gives effect to the expiration of the Company’s contract with the City of Augusta, Georgia as if this expiration occurred on July 1, 2002. The results of this service area have been removed from the pro-forma statement of operations.

RURAL/METRO CORPORATION

PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED JUNE 30, 2004

(in thousands, except per share amounts)

(unaudited)

	As Reported			Discontinued Operations			Adjustments (1)		Pro-Forma
Net revenue	$	493,773		$	(8,718	)	$	—	$	485,055
Operating expenses:
Payroll and employee benefits		254,757			(3,516	)		—		251,241
Provision for doubtful accounts		86,717			(2,374	)		—		84,343
Depreciation and amortization		10,990			(230	)		—		10,760
Other operating expenses		111,217			(1,619	)		—		109,598
Total operating expenses		463,681			(7,739	)		—		455,942
Operating income		30,092			(979	)		—		29,113
Interest expense		(29,243	)		—			—		(29,243	)
Interest income		97			—			—		97
Income (loss) from continuing operations before income taxes and minority interest		946			(979	)		—		(33	)
Income tax provision		(16	)		—			—		(16	)
Minority interest		475			—			—		475
Income from continuing operations	$	1,405		$	(979	)	$	—	$	426
Income per share from continuing operations:
Basic	$	0.29							$	0.25
Diluted	$	0.06							$	0.02
Average number of common shares outstanding:
Basic		16,645								16,645
Diluted		21,817								21,817

(1) The pro-forma statement of operations gives effect to the expiration of the Company’s contract with the City of Augusta, Georgia as if this expiration occurred on July 1, 2002. The results of this service area have been removed from the pro-forma statement of operations.

RURAL/METRO CORPORATION

PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED JUNE 30, 2003

(in thousands, except per share amounts)

(unaudited)

	As Reported			Discontinued Operations			Adjustments (1)		Pro-Forma
Net revenue	$	452,723		$	(7,445	)	$	—	$	445,278
Operating expenses:
Payroll and employee benefits		242,949			(3,215	)		—		239,734
Provision for doubtful accounts		76,753			(1,823	)		—		74,930
Depreciation and amortization		11,628			(176	)		—		11,452
Other operating expenses		103,518			(1,595	)				101,923
Restructuring and other		(1,421	)		1,321			—		(100	)
Total operating expenses		433,427			(5,488	)		—		427,939
Operating income		19,296			(1,957	)		—		17,339
Interest expense		(28,012	)		—			—		(28,012	)
Interest income		197			—			—		197
Loss from continuing operations before minority interest		(8,519	)		(1,957	)		—		(10,476	)
Minority interest		(1,507	)		—			—		(1,507	)
Loss from continuing operations	$	(10,026	)	$	(1,957	)	$	—	$	(11,983	)
Loss per share from continuing operations:
Basic	$	(0.85	)						$	(0.97	)
Diluted	$	(0.85	)						$	(0.97	)
Average number of common shares outstanding:
Basic		16,116								16,116
Diluted		16,116								16,116

(1) The pro-forma statement of operations gives effect to the expiration of the Company’s contract with the City of Augusta, Georgia as if this expiration occurred on July 1, 2002. The results of this service area have been removed from the pro-forma statement of operations.