-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T8IS1f9N+60ZlecWlC8ZQrKOsp4yP4rbF22YOCnBEAZxgSIhjFGrqaPrtprHksT3 daR03cBgyB8oyiWlQQpVjg== 0001209191-05-007686.txt : 20050208 0001209191-05-007686.hdr.sgml : 20050208 20050208175745 ACCESSION NUMBER: 0001209191-05-007686 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050208 DATE AS OF CHANGE: 20050208 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RURAL METRO CORP /DE/ CENTRAL INDEX KEY: 0000906326 STANDARD INDUSTRIAL CLASSIFICATION: LOCAL & SUBURBAN TRANSIT & INTERURBAN HWY PASSENGER TRAINS [4100] IRS NUMBER: 860746929 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 8401 EAST INDIAN SCHOOL RD CITY: SCOTTSDALE STATE: AZ ZIP: 85251 BUSINESS PHONE: 4809943886 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TENNENBAUM MICHAEL E CENTRAL INDEX KEY: 0001095153 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22056 FILM NUMBER: 05585376 BUSINESS ADDRESS: BUSINESS PHONE: 3105661001 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD STREET 2: STE 210 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TENNENBAUM & CO LLC CENTRAL INDEX KEY: 0001018962 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22056 FILM NUMBER: 05585377 BUSINESS ADDRESS: STREET 1: 1999 AVENUE OF THE STARS STREET 2: 32ND FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067-6100 BUSINESS PHONE: 3102017882 MAIL ADDRESS: STREET 1: 1999 AVENUE OF THE STARS CITY: LOS ANGELES STATE: CA ZIP: 90067-6100 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TENNENBAUM CAPITAL PARTNERS LLC CENTRAL INDEX KEY: 0001169553 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22056 FILM NUMBER: 05585378 BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. STREET 2: SUITE 210 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3105661000 FORMER NAME: FORMER CONFORMED NAME: SPECIAL VALUE INVESTMENT MANAGEMENT LLC DATE OF NAME CHANGE: 20020320 5 1 doc5.xml FORM 5 SUBMISSION X0202 5 2004-12-31 0 0 1 0000906326 RURAL METRO CORP /DE/ RURL 0001169553 TENNENBAUM CAPITAL PARTNERS LLC 2951 28TH STREET SUITE 1000 SANTA MONICA CA 90405 0 0 1 0 0001018962 TENNENBAUM & CO LLC 2951 28TH STREET SUITE 1000 SANTA MONICA CA 90405 0 0 1 0 0001095153 TENNENBAUM MICHAEL E 2951 28TH STREET SUITE 1000 SANTA MONICA CA 90405 0 0 1 0 Common Stock, $0.01 par value per share 2004-06-30 4 C 0 3004813 A 3004813 I See Footnote Series C Preferred Stock, $0.01 par value per share 2.55 2004-06-30 4 C 0 194652 D 2006-12-31 Common Stock 1946515 0 I See Footnote Series B-1 Voting Preferred Stock, $0.01 par value per share 2.55 2004-06-30 4 C 0 105830 D 2004-12-31 Common Stock 1058298 0 I See Footnote These shares were issued upon the mandatory conversion of shares of Series C Preferred Stock and Series B-1 Voting Preferred Stock of Rural/Metro Corporation held by the reporting persons. By Special Value Bond Fund II, LLC, a Delaware limited liability company, and Special Value Absolute Return Fund, LLC, a Delaware limited liability company. The shares of Series C Preferred Stock and Series B-1 Voting Preferred Stock of Rural/Metro Corporation held by the reporting persons were convertible into Common Stock of Rural/Metro Corporation at the option of Rural/Metro Corporation only. These shares of Series C Preferred Stock and Series B-1 Voting Preferred Stock of Rural/Metro Corporation were issued to the reporting persons in connection with an exchange of debt securities. /s/ Michael E. Tennenbaum 2005-02-07 Michael E. Tennenbaum 2004-02-07 Michael E. Tennenbaum 2005-02-07 EX-24.5_71989 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby authorizes David A. Hollander of Tennenbaum Capital Partners, LLC, to execute for and on behalf of the undersigned, in the undersigned's individual capacity, and on behalf of Tennenbaum & Co., LLC ("TCO"), in the undersigned's capacity as the managing member of TCO. Schedules 13 and Forms 3, 4 and 5, and any amendments thereto, and cause such schedule(s) or form(s) to be filed with the United States Securities and Exchange Commission pursuant to Section 13(d)-(g) or Section 16(a) of the Securities exchange Act of 1934, as amended. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 22nd day of April, 2003. /s/ Michael E. Tennenbaum ____________________________________ MICHAEL E. TENNENBAUM STATE OF CALIFORNIA ) )ss. ACKNOWLEDGMENT COUNTY OF LOS ANGELES ) I, Alice M. Carter, a Notary Public in and for said County and State, hereby certify that Michael E. Tennenbaum, whose name is signed to the foregoing LIMITED POWER OF ATTORNEY, and who is known to me, acknowledged before me on this day, that being informed of the contents thereof, he voluntarily executed the same on the day of its date. Given under my hand and official seal of office on this 22nd day of April, 2003. /s/ Alice Carter __________________________________________________ Notary Public in and for said County and State JOINT FILER INFORMATION: By reason of (i) the position of Tennenbaum Capital Partners, LLC ("TCP") as investment advisor to Special Value Bond Fund II, LLC ("Fund II") and Special Value Absolute Return Fund, LLC ("SVARF"), (ii) the position of Tennenbaum & Co., LLC ("TCO") as managing member of TCP and (iii) Michael E. Tennenbaum's position as managing member of TCO, each of TCP, TCO and Mr. Tennenbaum may be deemed to share the powers of voting and disposition of all of the shares of the common stock securities described herein. The reporting persons disclaim beneficial ownership of the reported securities, except to the extent of their pecuniary interest therein. -----END PRIVACY-ENHANCED MESSAGE-----