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 8, 2010

RURAL/METRO CORPORATION

(Exact Name of Registrant as Specified in 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 December 8, 2010, Rural/Metro Corporation’s (the “Company”) executive management will present a slide presentation at the 2010 Annual Meeting of Stockholders. The full text of the slide presentation is attached hereto as Exhibit 99.1. The slide presentation contains forward-looking statements regarding the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Slide presentation presented at 2010 Annual Meeting of Stockholders.

The information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be “filed” for purposes of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities thereof, nor shall it be deemed to be incorporated by reference in any filing under the Exchange Act or under the Securities Act of 1933, as amended, except to the extent specifically provided in any such filing.

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: December 8, 2010	By:	/s/    MICHAEL P. DIMINO
		Michael P. DiMino President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Slide presentation presented at 2010 Annual Meeting of Stockholders.

EX-99.1

Annual Meeting of Stockholders

December 8, 2010

EXHIBIT 99.1

2

Annual

Meeting

of

Stockholders –

12/8/10

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.

3

Annual

Meeting

of

Stockholders –

12/8/10

Management Introduction

Michael DiMino, President & CEO

•

Mr.

DiMino

was

named

President

&

Chief

Executive

Officer

in

June

2010.

•

From 2001 to 2005, Mr. DiMino was President, Chief Executive Officer and Director of LESCO,

Inc. (NASDAQ: LSCO), a $585 million public company that was the nation’s largest distributor

of landscape and lawn care products to lawn care professionals (now an operating company of

John Deere).

•

Mr. DiMino received his Bachelor of Arts, Liberal Arts, Economics Major, from Marquette

University.

Bryan Gibson, Executive Vice President & COO

•

Mr. Gibson was named Executive Vice President & Chief Operating Officer in June 2010.

•

Mr. Gibson joined the Company in 1997 as Director of Business Development for the Southern

region prior to his appointments in 2001 as Division General Manager and in 2005 as President

of the South segment.

•

Mr. Gibson founded Priority EMS, a 911 and non-emergency ambulance service in Northern

Mississippi

and

Western

Tennessee

that

became

the

largest

private

ambulance

service

in

the

Mid-South and was acquired in 1997 by Rural/Metro Corporation.

Kristi

Ponczak, Senior Vice President & CFO

•

Mrs. Ponczak has served as Senior Vice President, Chief Financial Officer, Treasurer and

Secretary since 2006.

•

She

joined

Rural/Metro

in

1998

as

Director

of

Financial

Planning

until

2004

when

she

was

promoted to Vice President and Treasurer.

•

Mrs.

Ponczak

is

a

certified

public

accountant

and

has

a

Bachelor

of

Science

degree

in

Accounting from Arizona State University.

4

Annual

Meeting

of

Stockholders –

12/8/10

Management Introduction

Christopher Kevane, Senior Vice President & General Counsel

•

Mr. Kevane was promoted to Senior Vice President and General Counsel in March 2010. 

Previously he served as Managing Director and General Council since 2006.

•

Prior to joining Rural/Metro, Mr. Kevane was an attorney with the international law firm of Squire,

Sanders and Dempsey L.L.P.

•

He holds a Juris

Doctor from Arizona State University’s Sandra Day O’Connor College of Law

and a Bachelor of Science in Finance from ASU’s W.P. Carey School of Business.

Jeffrey Perry, Senior Vice President & Chief Information Officer

•

Mr.

Perry

was

promoted

to

Senior

Vice

President

and

Chief

Information

Officer

in

Jule

2010. 

Prior to that, he served as Chief Information Officer since 2007.

•

From

2005-2007,

Mr.

Perry

was

Vice

President/Chief

Information

Officer

for

Giant

Industries.

•

Mr. Perry holds a Bachelor of Science in Organizational Management from Colorado Christian

University and a Masters Degree in Information Technology from American Intercontinental

University.

Maureen Thompson, Vice President of Human Resources

•

Ms. Thompson joined Rural/Metro in July 2010 as Vice President of Human Resources to lead

strategic and corporate human resources throughout the enterprise.

•

Prior to joining Rural/Metro, Ms. Thompson was Retail HR Strategic Business Partner for The

Goodyear Tire and Rubber Company.

•

Ms. Thompson holds a Bachelor of Arts in Business Administration/Marketing from Michigan

State University.

5

Annual

Meeting

of

Stockholders –

12/8/10

Company Overview

Since 1948, grown into leading national provider of ground ambulance and

private fire protection services.

Serving more than 400 communities in 20 states.

8,150 employees and 1,800 vehicles

Since 2008, annual net revenue has increased at a compounded annual growth

rate of 4%.

From $482 million in ‘08 to $540.4 million at 9/30/10 (LTM)

Since

2008,

annual

adjusted

EBITDA

has

increased

at

a

compounded

annual

growth rate of 14.2%.

Fiscal 2011 EBITDA guidance is $74.0 million to $76.0 million.

Represents 45% increase over the last 3 years.

Fiscal 2011 capital expenditures expected to be $18M-$20M.

6

Annual

Meeting

of

Stockholders –

12/8/10

Investor Highlights

Multi-year, overlapping contracts and strong retention rates.

Capacity to increase utilization and drive margin expansion.

Organic & strategic growth opportunities due to highly fragmented market.

Commitment to technology to standardize processes and improve

operating efficiencies.

Strong EBITDA and cash-flow generation.

Population of Americans 65+ projected to increase 5x faster than

younger population in next 10 years.

Nearly 40M seniors in U.S.; by 2030, number is expected to double

as Boomers reach age 65.

43%

of

Rural/Metro’s

patients

are

age

65+

--

trending

upward.

Strong Business Model

Demographics Support 

Demand for Services

Customer Acceptance

Outsourced ambulance services provide viable and economical

option to municipal and hospital-based EMS systems.

Increased demand for non-emergency ambulance services.

Trend:  Hospital CEOs choosing to outsource.

Reimbursement

Environment

Favorable impact related to healthcare reform, as more Americans

have access to healthcare insurance.

All payers are a “wait and see”on specific impact and administration

of healthcare dollars under federal reform programs.

Continuing to request commercial rate increases to meet rising

costs of providing services.

U.S. Ambulance Spending

Private

Provider

Market Share

$14.0 Billion –

All Transports

$4.8 Billion –

Private Sector Transports

Sources: U.S. Census Bureau; Coalition of Advanced Emergency Medical Systems; Centers for Medicare and Medicaid Services; American Ambulance

Association; Journal of Emergency Medical Services 200 City Survey.

Partnerships With Municipal Departments & Hospital-Based Services

Provide Market Expansion Opportunities

54%

34%

5%

3%

4%

Gov't.

Private

Hospital

Pub. Utility

Other

21%

10%

69%

AMR

Rural/Metro

Other

7

Annual

Meeting

of

Stockholders –

12/8/10

8

Annual

Meeting

of

Stockholders –

12/8/10

Ambulance Utilization by Age

6%

10%

12%

19%

36%

41%

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

<15 Years

15-24 Years

25-44 Years

45-64 Years

>65 Years

>75 Years

Source:  GAO

More than 43% of R/M Patients are Over 65

9

Annual

Meeting

of

Stockholders –

12/8/10

Rural/Metro Strategic Model

Best-in-Class

Operations

Superior

Service

&

Infrastructure

–

Standardization

of

key

systems,

including

billing, purchasing and contract compliance.

Advanced

Technology

–

Dispatch,

electronic

patient

care

reporting

(ePCR)

platform and proprietary billing system.

Best

People

–

Highly

experienced

executive

and

operational

management

team, along with

finest

paramedics,

EMTs

and

fire

professionals.

10

Annual

Meeting

of

Stockholders –

12/8/10

Rural/Metro Operating Zones

11

Annual

Meeting

of

Stockholders –

12/8/10

Organic & Strategic Growth Tactics

911 RFPs

Identify 911 emergency contracts with municipalities that meet

our profit guidelines.

Seek opportunities in new and existing markets

Complete detailed financial evaluation prior to bid response.

General Transport

Facility-based non-emergency transports that do not require an

RFP.

Opportunities for growth in contiguous and new geographies

initiated as a result of favorable market data.

Acquisitions

Disciplined approach to identifying, selecting and purchasing

highly accretive, existing ambulance operating companies.

Evaluate transformative new lines of business, including fire

protection, home health services, etc.

Growth Opportunities/ Revenue Pipeline

$200 M

12

Annual

Meeting

of

Stockholders –

12/8/10

Active

Acquisitions

$89 M

Target

Acquisitions

$410 M

Startups

$66 M

RFP’s

$126 M

13

Annual

Meeting

of

Stockholders –

12/8/10

Proprietary Billing & Process Technology

Computer-Aided Dispatch

System:

Electronic, real-time

dispatching to optimize contractual

response time performance

Paperless, electronic patient record.

Artificial intelligence prompts

paramedic based on medical

protocols to accurately document

medical necessity.

Ensures higher rate of

reimbursement

Accuracy, completeness, proof of medical

necessity.

Translates into: Reduced uncompensated

care, decreased DSO.

Core operating strength

Automated Vehicle Location

(AVL):

Knowing vehicle locations

creates dispatching efficiencies.

Electronic Patient Care

Report System (ePCR)

Proprietary Billing System

DISPATCH

& LOGISTICS

MEDICAL NECESSITY

14

Annual

Meeting

of

Stockholders –

12/8/10

Debt Structure

Total Leverage

6.7x

4.7x

3.9x

3.6x

5.3x

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

7.0x

2007

2008

2009

2010

Est. FY '11

* Based on FY ’11 Guidance

*

Company remains

focused on deleveraging

through debt repayment

and EBITDA creation.

Description

Term

Balance

Term Loan

6 yr through 2016 

LIBOR + 4.25%            

(1.75% LIBOR floor

)

$270M

Revolver

5 yr through 2015

$85M Undrawn

*Letter of Credit Sub-Line

$60M