UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a – 101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

¨  Preliminary Proxy Statement

¨  Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨  Definitive Proxy Statement

x  Definitive Additional Materials

¨  Soliciting Material Pursuant to Rule 14a-12

RURAL/METRO CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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¨ Fee paid previously with preliminary materials:

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Members of management of Rural/Metro Corporation will deliver a presentation to Institutional Shareholder Services on November 15, 2006. A copy of the materials that will be used in the presentation is set forth below. In addition, the following materials may be presented to stockholders or other investors in the future.

In Our Business, Every Second Counts

Forward Looking Statements

Nothing contained in this presentation is, or should be relied upon as, a promise

or representation as to the future.  Any projections contained herein or otherwise

made available are based on management’s analysis of information available at

the time this presentation was prepared and on assumptions and perspectives

that may be unique to Rural/Metro management, which may or may not prove to

be correct.  There can be no representation, warranty or other assurance as to

the accuracy or completeness of such projections or that any such projections

will be realized.  Recipients of this presentation should conduct their own

investigation and analysis of the business, data and property described.

2

Lines of Business

911 and non-emergency, medically

necessary ambulance transportation

88% of fiscal 2006 net revenue

9.4% net revenue growth in fiscal 2006

7.0% net revenue growth in first quarter of

fiscal 2007, compared to same period of

prior year

Primarily subscription-based residential

and commercial fire protection, as well as

airport and industrial fire services

12% of fiscal 2006 net revenue

9.3% net revenue growth in fiscal 2006

13.4% year-over-year net revenue growth

in first quarter of fiscal 2007, compared to

same period of prior year

Medical

Transportation

and Related

Services

Fire and Other

Services

3

Key Success Factors

Growing demand for ambulance services

Aging Baby Boomers

Outsourcing trend to specialty treatment centers

Strong presence in high-growth markets

Favorable Industry and

Market Dynamics

Diverse and

Predictable Revenue

& Cash Flow

Well Positioned for

Low-Risk Growth

Disciplined Financial

Policies

Experienced

Management with

Strong Track Record

23 states, approx. 400 communities

Strong contract retention record

Stable Medicare reimbursement environment

Opportunities for rate increases to help offset uncompensated care

Focus on controlling costs and managing for cash flow

Focus on deleveraging balance sheet

Executing on margin expansion strategies

Exited select markets with difficult payer mix and operating environments

National presence and infrastructure with local, customer-focused approach

Hub and spoke model creates operating leverage and efficiencies

Exclusive 911 contracts enhance non-emergency medical transportation business and

allow for greater utilization of assets

Substantial management depth

Top 9 managers average 20+ years of industry experience

24 division general managers average 20 years of industry experience

Strong reputation as partner of choice

4

Medical Transportation Growth Strategy

Win 911 Contract

5

Leverage Fixed Asset

& Labor Base

Build Out Non-

Emergency Business

Natural synergies exist between 911 and non-emergency business, which allow

for greater utilization of assets and exceptional economies of scale

Peak-time demand for 911 calls typically early morning, late night, drive time and

weekends

Peak-time demand for non-emergency business typically during business hours,

as transports are pre-scheduled

Work force and fleet utilization is optimized, creating margin expansion 

Analyze 911 contracting opportunities to determine favorable operating

locations/regions (payer mix, potential to form public/private partnerships,

competitors, politics)

Pursue

contract

through

public

bidding

process

(6-

to

12-month

process,

on

average)

Win contract through demonstrated record of service quality and excellence

911 contract provides foothold in community

Once

established,

pursue

non-emergency

medical

transport

work

through

hospitals,

nursing

homes,

and

other

healthcare

facilities

within

the

community

Regional marketing teams reach out to all facilities in the community

Become contracted provider for large local and regional healthcare systems

Key Revenue Growth Drivers

Aging U.S. Population

Hospital Outsourcing of Ambulance Services

Opportunities for Public-Private Partnerships

Presence in High-Growth Markets

Opportunities for Rate Increases

6

Financial Review

7

Income Statement –

Fiscal Year Ended 6/30/06

8

Income Statement –

First Quarter FY ‘07

9

EBITDA (continuing operations)

6/30/04

6/30/05

6/30/06

10

$36.8

$40.9

$62.0

25

35

45

55

65

Strong Operating Performance

Net Revenue

($ in millions; adjusted for discontinued operations for fiscal years ended June 30)

9.1% CAGR

11

$422.4

$462.5

$501.5

$548.5

200

250

300

350

400

450

500

550

600

2003

2004

2005

2006

Cash Flow Profile

Maintenance

CapEx

primarily

related

to

vehicles

&

equipment

Approximately 2.5% of net revenue annually

Conservative maintenance schedule to ensure fleet reliability

Capital

Expenditures

Working

Capital

Other Potential

Savings

Minimal working capital requirements

Effectively self-funding business

Fire protection is prepaid

Workforce management and overtime reduction

Bad debt reduction

Workplace health and safety initiatives

Expense management

Deleveraging

Focus on deleveraging the enterprise

Unscheduled principal payments totaling $35 million paid since March 2005 to reduce senior

Term Loan B to $100.0 million $2.7 million interest savings annually at current rates

.25 percent interest rate reduction on Senior Secured Credit Facilities; $0.4 million interest

savings annually

Shelf registration filed 2/8/06 to accelerate deleveraging through potential equity offering

12

Corporate Structure

•

Senior Discount (PIK) Notes @ 12.75%

due 2016 ($93.5 M aggregate principal

amount; $50.2M in gross proceeds.

Accreted to $59.2 M at 6/30/06)

•

Term Loan B @ LIBOR + 2.25% due 2011

($100.0 M)*

•

Revolving Credit Facility @ LIBOR + 3.00% due

2010 ($20.0 M/undrawn)

•

LC Facility @ 2.40% due 2011 ($45 M)

•

Sr. Sub. Notes @ 9.875% due 2015 ($125 M)

Rural/Metro Corporation

Rural/Metro Operating Subsidiaries

Rural/Metro Operating Company LLC

13

Credit Facilities:

*Moody’s: B1

S&P: B2

Senior Sub Notes:

Moody’s: B3

S&P: CCC+

Senior Discount Notes:

Moody’s: Caa1   

S&P: CCC+

* Moody’s ratings upgraded on March 21, 2006 reflecting top-line growth, improved margins, and lower financial leverage

measured by the ratio of free cash flow to total debt.

Key Success Factors for

Increased Stockholder Value

14

Experienced Management Team

Jack E. Brucker,

9

President & Chief Executive

Officer

Kristi B. Ponczak

9

Senior Vice President and

Chief Financial Officer

President and Chief Executive Officer since February 2000

Senior Vice President and Chief Operating Officer from

December 1997 until February 2000

Founder and President of Pacific Holdings, a strategic

consulting firm, from July 1989 until December 1997

Presenters

Years  With Company

Relevant Experience

Senior Vice President & Chief Financial Officer since October

2006

Vice President &  Treasurer since December 2004

Director of Financial Planning from 1998 to 2004

1994-1997,Corporate Controller, Sun Street Foods, following

management buy-out from Main Street & Main, Inc.

15

Experienced Management Team

16

Senior Vice Presidents & Regional Presidents

Industry Experience

Barry

Landon,

Senior

Vice

President

&

President

of

Southwest

Ambulance

and

Arizona/

Oregon

fire

divisions.

Kurt

Krumperman,

Senior

Vice

President,

Federal

Affairs

&

Strategic

Initiatives

Todd

Walker,

President,

Mid-Atlantic

and

Northeast

Emergency

Services

Groups

Bryan

Gibson,

President,

Southern

Emergency

Services

and

Specialty

Fire

Groups

Robert

“Boo”

Heffner,

President,

West

Emergency

Services

Group

29 years

24 years

23 years

20 years

20 years

Key Success Factors

Proven record of enhancing stockholder value through strong

financial and operating performance for past three fiscal years

ended June 30:

6.6% compound annual growth in net revenue

41.2% compound annual growth in operating income

29.8% compound annual growth in EBITDA

115.3% compound annual growth in per-share market price

17

Key Success Factors

Pursuit of initiatives to enhance long-term shareholder value is

key to Rural/Metro’s strategic plan

Target new markets that present opportunities for sustained,

profitable growth

Expand existing 911 markets and further leverage fixed base

of labor and fleet assets

Align growth with developing industry trends

Continued investments in technology

Focus on risk management and workplace safety

Reduce debt and optimize capital structure

18

Targeting New Markets

Targeting new markets that present opportunities for

sustainable, profitable growth

Evaluation of payer mix

Demographic analysis

Opportunities to partner with municipal or other government

first-response agencies

Return on capital investment

Opportunities to build out non-emergency transport mix

Highly selective process = 1 to 2 new 911 contracts targeted

each year

19

R/M Became Exclusive 911 Ambulance Service in Salt Lake City, Utah, April 2006

Leveraging Existing Assets

Expanding non-emergency transport mix in existing markets to

further leverage fixed base of labor and fleet assets

Benefit of community presence as 911 provider

Proactive marketing efforts to local and regional hospitals,

nursing homes and other healthcare facilities

Identifying opportunities to expand market share in

surrounding cities and counties

Named Preferred Provider of Non-Emergency Ambulance Services to

Valley Medical Center in Renton, Washington, October 2006

20

Investments in Technology

Continued investments in

technology to improve operating

efficiency

Electronic patient care record

(ePCR) system

Electronic document

management system

Internet-based labor scheduling

system tied to computer-aided

dispatch

DriveCam system installed in

nearly 100 percent of fleet

21

Optimizing Capital Structure

Rural/Metro Board and management are committed to reducing debt

and optimizing capital structure

Series of unscheduled principal payments totaling $35 million paid

senior secured Term Loan B since its inception in March 2005;

annual interest savings of $2.7 million at current rates

December 2005 –

Term B lenders agree to reduce interest by 25

basis points

Deleveraging opportunities

Unscheduled principal payments

Shelf Registration filed February 2006 provides opportunity to raise

equity to pay off 100% of 12.75% Senior Discount Notes

Timing based on accretive transaction per GAAP earnings per share

22

Proxy Contest Overview

23

Proxy Contest Overview

Accipiter Life Sciences Fund, LP (“Accipiter”) has filed a proxy

statement nominating two people to be elected to the Board of

Directors in place of the company’s two nominees for re-election.

Accipiter claims to be long-term stockholders, even though their first

purchase of Rural/Metro shares occurred only 15 months ago.

Accipiter fails to recognize the company’s strong record of financial and

operating performance over the past three years, including 115%

compounded annual growth in per-share market price.

We believe once you know the facts, you will agree that Accipiter’s

nominees-will-not-represent-the-interests-of-ALL-stockholders-as-they

irresponsibly call for reforms and actions that would put our business

relationships at high risk.

24

Proxy Contest Overview

Accipiter and its nominees, managing partner Gabe Hoffman and

research analyst Nicole Viglucci, have no public company board

experience and no experience in the medical transportation, fire

protection, or safety services industries.

The Accipiter Group is a small, 4-year-old hedge fund with no track

record of increasing stockholder value for any public company.

Accipiter criticizes our corporate governance, yet its nominees refused

to provide additional background information on their qualifications

when requested by the Nominating Committee, in accordance with the

Committee’s charter.

We

believe

Accipiter’s

irresponsible

“plan”

for

our

Company

and

its

self-

serving agenda represents a significant risk to our stockholders.

We are asking our stockholders to support Rural/Metro’s Board of

Directors and management team.

25

Proxy Contest Overview

Accipiter’s ultimate agenda is self-serving, short-sighted and

unmistakable.

Accipiter has failed to disclose to our stockholders their significant

financial interest in a primary competitor of the Company.  We believe

this

conflict

would

undermine

their

ability

to

effectively

serve

the

balance of Rural/Metro’s stockholders, particularly in a takeover

situation.

Accipiter owns a significant stake in our primary competitor, Emergency

Medical Services Corporation.

26

Rural/Metro’s Experienced Nominees

More than 33 years of experience in public healthcare and

hospital administration

Partner in Andrade/Walker Consulting, LLC, a private firm

specializing in services to executives and Boards of Directors.

Former President and CEO of Providence Health System

Former President and CEO of HealthPartners

of Arizona, Inc.

Former President and CEO of TMC Healthcare in Arizona

Former Executive Vice President, Presbyterian Healthcare

Services

Vice Chairman of the Board of Rural/Metro Corporation since

2004; member of the Board since 1997

Henry G. Walker, Vice Chairman, 59

More than 32 years of experience at multinational public

safety and security companies.

Former CEO of NVD Group, one of Europe’s largest security

companies

Founder of Geldnet armored car services, which together with

NVD Group became part of Group4 Securicor,  and is now

among the largest public safety and security companies in the

world

Chairman of the Board of Rural/Metro Corporation since

1998; member of the Board since 1992. Vice Chairman from

1994 to 1998

Cor

J. Clement, Sr., Chairman of the Board, 58

27

Accipiter’s Unqualified Nominees

Healthcare analyst, Accipiter Capital Management

Employee of New York-based hedge fund, and there is no

publicly available information that indicates she has any medical

transportation, firefighting or public safety experience

No publicly available information to indicate she has served

on any Boards of Directors of public companies

Nicole Viglucci, 31

Managing member, Accipiter Capital Management

Runs New York-based hedge fund, and there is no publicly

available information that indicates he has any medical

transportation, firefighting or public safety experience

No publicly available information to indicate he has served on

any Boards of Directors of public companies

Gabe Hoffman, 29

28

Rural/Metro’s Governance

Rural/Metro is committed to continuously improving governance to

serve the best interests of ALL stockholders.

To enhance corporate governance, in December 2003 and September

2005, respectively, we added to our Board the following independent

members:

Robert

E.

Wilson,

financial

consultant

and

former

partner

with

Arthur Andersen LLP.  Mr. Wilson offers more than 30 years’

experience as a public accountant with a focus on the healthcare

industry.  He is Chairman of Rural/Metro’s Audit Committee.

Conrad

A.

Conrad,

Former

Executive

Vice

President

and

Chief

Financial

Officer

of

the

the

$1.5

billion

Dial

Corporation.

Mr.

Conrad

serves on Rural/Metro’s Audit Committee.

29

Rural/Metro’s Governance

Each of the Board’s Audit Committee, Compensation Committee,

Nominating Committee and Corporate Governance Committee is

comprised solely of independent outside directors and  operates under

written charters.

Our Audit Committee includes two financial experts.

The current charters for each of these committees and the Company’s

code of business conduct and ethics is publicly disclosed on the

Company’s

web

site

at

www.ruralmetro.com

30

Accipiter’s Claims

Accipiter

criticizes

the

company

in

three

areas:

earnings-guidance,

shelf-registration-statement,-governance-protections

Earnings guidance

Rural/Metro does not provide specific earnings guidance due to the

potential for our markets to experience changes based on

uncontrollable factors that cause shifts in demographic and

competitor profiles, pricing and bad debt.

Companies that miss earnings are penalized by the market more

than  companies that provide qualitative analysis on business

direction.

We communicate non-earnings guidance based on qualitative

statements about market and industry conditions, trends, business

drivers, and operating metrics

We believe specific earnings guidance would be detrimental to

stockholder value.

31

Accipiter’s Claims

Shelf Registration

Board and management are committed to deleveraging the

enterprise and are successfully executing this initiative

–

Series of unscheduled principal payments made from free cash

flow ($35 million since March 2005); approx. $2.7M in interest

savings

–

Shelf registration filed in February 2006 with objective to raise

capital through future equity issuance in order to accelerate

deleveraging; company will consider a transaction when share

price is not dilutive to stockholders

–

Shelf registration does not commit company to a transaction, but

rather positions us to be proactive should the right market

conditions occur.

Debt-reduction-improves-stockholders’-equity-and-long-term

investment value

32

Accipiter’s Claims

We believe in protecting the interests of ALL stockholders.

Exploration of strategic alternatives should be conducted in a

thoughtful and cautious manner.  The success of our business

relationships is tied to a stable, predictable business environment.

Accipiter’s self-serving agenda will put our business relationships

at risk.

Our business depends on the trust that cities, counties, healthcare

providers, fire departments and patients place in our promise to

meet their needs 24 hours a day.

A breach of this trust would be detrimental to our business

relationships

33

Summary of Issues

Accipiter is targeting the Board and Management of a company

with a strong track record:

In the last three fiscal years, we have delivered compounded

annual growth of 115.3% in per-share market price, 41.2% in

operating income, 29.8% in EBITDA from continuing

operations, and 6.6% in net revenue.

We have consistently grown our base of profitable contracts

and exited markets that were under-performing

We have developed and implemented technologies to

enhance efficiencies and profitability

We have reduced debt by $35 million, saving approximately

$2.7 million per year in interest expense at today’s rates.

34

Summary of Issues

Accipiter’s nominees are unqualified

29-year-old hedge fund manager; 31-year-old research

analyst

No healthcare, fire protection, or safety services experience

No experience as directors of publicly traded companies

Accipiter is a 4-year-old activist hedge fund motivated by a

conflicted, self-serving agenda.

Accipiter has demonstrated no ability to enhance stockholder

value for any publicly traded company

35

Summary of Issues

Rural/Metro’s strategies to enhance stockholder value focus on:

Targeting new markets that present excellent opportunities for

sustainable and profitable growth

Expanding existing 911-emergency medical transportation markets

as we seek to further leverage our fixed base of labor and fleet

assets to serve a growing demand for non-emergency medical

transportation services

Maximizing efficiencies through investments in technology

Enhancing risk management and workplace safety in order to

reduce insurance expenses

Continuing to reduce debt and optimize our capital structure.

By achieving these objectives, we will be better positioned

financially and competitively to capitalize on future opportunities

and build long-term value for ALL investors.

36

Summary of Issues

The re-election of Messrs. Clement and Walker will benefit ALL

Rural/Metro stockholders:

Qualified, independent leaders

Proven track record of success

Strong healthcare, fire protection, and safety services

experience

37

Additional Information

On October 31, 2006, Rural/Metro began the process of mailing to

its stockholders

a

definitive proxy statement

together with a WHITE proxy card.  Stockholders are strongly

advised to read Rural/Metro’s definitive proxy statement, and any other relevant

documents filed with the SEC when they become available, because

they contain

important information about the 2006 annual meeting of stockholders. Stockholders may

obtain an additional copy of Rural/Metro’s definitive proxy statement and any other

documents filed by Rural/Metro with the SEC free of charge on the website of the SEC

at www.sec.gov.  Copies of the definitive proxy statement are also available free of

charge on our website at www.ruralmetro.com.  Copies of the proxy materials may also

be requested by contacting the company’s proxy solicitor, Georgeson

Inc., toll-free at 1-

866-628-6069.

Rural/Metro, its directors, executive officers and certain other

members of management

may be deemed to be participants in the solicitation of Rural/Metro’s security holders in

connection with its 2006 Annual Meeting of Stockholders.  Stockholders may obtain

information regarding the names, affiliations and interests of such individuals in the

definitive proxy statement.

38

APPENDIX

39

EBITDA Reconciliation

40