SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* TENNENBAUM CAPITAL PARTNERS LLC (Last) (First) (Middle) 11100 Santa Monica Blvd., Suite 210 (Street) Los Angeles CA 90025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/26/2003	3. Issuer Name and Ticker or Trading Symbol RURAL METRO CORP /DE/ [ RUREC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Preferred Stock, $0.01 par value per share	09/26/2003(1)	12/31/2006	Common Stock, $0.01 par value per share	1,691,240	$2.55	I	See Footnote(2)
Series B-1 Voting Preferred Stock, $0.01 par value per share	09/30/2002(1)	12/31/2004	Common Stock, $0.01 par value per share	919,504	$2.55	I	See Footnote(2)

1. Name and Address of Reporting Person* TENNENBAUM CAPITAL PARTNERS LLC (Last) (First) (Middle) 11100 Santa Monica Blvd., Suite 210 (Street) Los Angeles CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SVIM MSM II LLC (Last) (First) (Middle) 11100 Santa Monica Blvd., Suite 210 (Street) Los Angeles CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TENNENBAUM & CO LLC (Last) (First) (Middle) 11100 Santa Monica Blvd., Suite 210 (Street) Los Angeles CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TENNENBAUM MICHAEL E (Last) (First) (Middle) 11100 SANTA MONICA BLVD., SUITE 210 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The shares of Series C Preferred Stock and Series B-1 Voting Preferred Stock of Rural/Metro Corporation held by the reporting persons are convertible into Common Stock of Rural/Metro Corporation at the option of Rural/Metro Corporation only. As such, the reporting persons disclaim beneficial ownership of the shares of Common Stock of Rural/Metro Corporation contained herein.

2. By Special Value Bond Fund II, LLC, a Delaware limited liability company, and Special Value Absolute Return Fund, LLC, a Delaware limited liability company.

	/s/ Michael E. Tennenbaum, Managing Member, Tennenbaum & Co., LLC, as Managing Member of Tennenbaum Capital Partners, LLC	10/03/2003
	/s/ Michael E. Tennenbaum, Managing Member, Tennenbaum & Co., LLC, Managing Member, Tennenbaum Capital Partners, LLC, as Managing Member of SVIM/MSM II, LLC	10/03/2003
	/s/ Michael E. Tennenbaum, as Managing Member of Tennenbaum & Co., LLC	10/03/2003
	/s/ Michael E. Tennenbaum	10/03/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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