0001209191-11-037526.txt : 20110705 0001209191-11-037526.hdr.sgml : 20110704 20110705151944 ACCESSION NUMBER: 0001209191-11-037526 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110630 FILED AS OF DATE: 20110705 DATE AS OF CHANGE: 20110705 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shackelton Christopher S CENTRAL INDEX KEY: 0001430708 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22056 FILM NUMBER: 11949309 MAIL ADDRESS: STREET 1: 767 THIRD AVENUE STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 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: 9221 EAST VIA DE VENTURA CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 4806063886 MAIL ADDRESS: STREET 1: 9221 EAST VIA DE VENTURA CITY: SCOTTSDALE STATE: AZ ZIP: 85258 FORMER COMPANY: FORMER CONFORMED NAME: RURAL METRO CORP /DE/ DATE OF NAME CHANGE: 19930528 4 1 c19589_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2011-06-30 1 0000906326 RURAL/METRO CORP /DE/ RURL 0001430708 Shackelton Christopher S 767 THIRD AVENUE 35TH FLOOR NEW YORK NY 10017 0 0 0 1 Former 10% Owner and Director Common Stock 2011-06-30 4 D 0 3154183 17.25 D 0 I See Footnote On March 28, 2011, the Issuer, WP Rocket Holdings Inc. (f/k/a WP Rocket Holdings LLC), a Delaware corporation ("Parent") and WP Rocket Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). On June 27, 2011, the Merger Agreement was approved and adopted by the vote of the stockholders of the Issuer, including the vote of the stockholders under the voting agreement, dated March 28, 2011, by and among Parent, Coliseum Capital Partners, L.P., an investment limited partnership ("CCP") and Blackwell Partners, LLC. On June 30, 2011, pursuant to the Merger Agreement, and upon the terms and conditions thereof, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the merger as a wholly-owned subsidiary of Parent. Under the terms of the Merger Agreement, each share of the Issuer's common stock outstanding at the effective time of the Merger, other than any shares owned by the Issuer as treasury stock, any shares owned by any direct or indirect wholly-owned subsidiary of the Issuer, any shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned subsidiary of Parent or any shares which were held by a stockholder who properly exercised and perfected its, his or her appraisal rights under Delaware law, was cancelled and converted into the right to receive $17.25 in cash, without interest thereon and less any required withholding taxes (the "Merger Consideration"). In addition, restricted stock unit became vested and converted into the right to receive the Merger Consideration. As a result of the Merger, Parent owns all the issued and outstanding shares in the Issuer and the Issuer is a wholly-owned subsidiary of Parent. Christopher Shackelton held these securities for the benefit of CCP, of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner, and Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), is investment adviser. The other securities reported hereon were held directly by (a) CCP, and (b) a separate account investment advisory client of CCM. Mr. Shackelton is an employee and manager of CCM and CC and was a director of the Issuer. Each of Mr. Shackelton, CC and CCM disclaims beneficial ownership of all of these securities except to the extent of that person's pecuniary interest therein. /s/ Christopher Shackelton 2011-07-05