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
(AMENDMENT NO. 1)
Filed by the Registrant /_/
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/X/ Preliminary Proxy Statement
/_/ Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/_/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Under Rule 14a-12
RURAL/METRO CORPORATION
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(Name of Registrant as Specified in Its Charter)
ACCIPITER LIFE SCIENCES FUND, LP
ACCIPITER LIFE SCIENCES FUND II, LP
ACCIPITER LIFE SCIENCES FUND (OFFSHORE), LTD.
ACCIPITER LIFE SCIENCES FUND II (OFFSHORE), LTD.
ACCIPITER LIFE SCIENCES FUND II (QP), LP
CANDENS CAPITAL, LLC
ACCIPITER CAPITAL MANAGEMENT, LLC
GABE HOFFMAN
NICOLE VIGLUCCI
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(Name of Persons(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:
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(2) Aggregate number of securities to which transaction applies:
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(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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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/_/ Fee paid previously with preliminary materials:
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/_/ 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
PRELIMINARY COPY SUBJECT TO COMPLETION
DATED OCTOBER 25, 2006
ACCIPITER LIFE SCIENCES FUND, LP
October __, 2006
Dear Fellow Stockholder:
Accipiter Life Sciences Fund, LP ("Accipiter Life Sciences" or "we") is
the beneficial owner of an aggregate of 443,536 shares of Common Stock of
Rural/Metro Corporation ("Rural" or the "Company"), representing approximately
1.8% of the outstanding Common Stock of the Company. Accipiter Life Sciences
does not believe that the current Board of Directors of the Company is acting in
your best interests as discussed in further detail in the attached Proxy
Statement. Accipiter is therefore seeking your support at the annual meeting of
stockholders (the "Annual Meeting") scheduled to be held at 9221 East Via de
Ventura, Scottsdale, Arizona 85258, on Friday, December 1, 2006, at 3:00 p.m.
(local time) for the following:
1. To elect Accipiter Life Sciences' slate of nominees to the
Board of Directors to serve as Class III directors, and
2. To adopt a proposal recommended by the Board of Directors of
the Company and included in the Company's proxy statement to
ratify the appointment of PricewaterhouseCoopers LLP as the
Company's independent registered public accounting firm for
the fiscal year ending on June 30, 2007.
We urge you to carefully consider the information contained in the
attached Proxy Statement and then support our efforts by signing, dating and
returning the enclosed GOLD proxy card today. The attached Proxy Statement and
the enclosed GOLD proxy card are first being furnished to the stockholders on or
about October __, 2006.
If you have already voted for the incumbent management slate you have
every right to change your votes by either voting in person at the Annual
Meeting or by signing, dating and returning a later dated proxy card either
directly to Accipiter Life Sciences in care of MacKenzie Partners, Inc. at the
address set forth on the following page, or to Rural with a photostatic copy to
Accipiter Life Sciences in care of MacKenzie Partners, Inc. at the address set
forth on the following page.
If you have any questions or require any assistance with your vote,
please contact MacKenzie Partners, Inc., which is assisting us, at their address
and toll-free numbers listed on the following page.
Thank you for your support,
Gabe Hoffman
Accipiter Life Sciences Fund, LP
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IF YOU HAVE ANY QUESTIONS, REQUIRE ASSISTANCE IN VOTING YOUR GOLD PROXY CARD,
OR NEED ADDITIONAL COPIES OF ACCIPITER'S PROXY
MATERIALS, PLEASE CALL MACKENZIE PARTNERS AT THE
PHONE NUMBERS LISTED BELOW.
MACKENZIE
PARTNERS, INC.
105 Madison Avenue
New York, NY 10016
proxy@mackenziepartners.com
(212) 929-5500 (Call Collect)
or
TOLL-FREE (800) 322-2885
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PRELIMINARY COPY SUBJECT TO COMPLETION
ANNUAL MEETING OF STOCKHOLDERS
OF
RURAL/METRO CORPORATION
-------------------------
PROXY STATEMENT
OF
ACCIPITER LIFE SCIENCES FUND, LP
-------------------------
PLEASE SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY CARD TODAY
Accipiter Life Sciences Fund, LP, a Delaware limited partnership
("Accipiter Life Sciences" or "we"), is a significant stockholder of Rural/Metro
Corporation, a Delaware corporation ("Rural" or the "Company"). We are writing
to you in connection with the election of two nominees to the board of directors
of Rural (the "Rural Board") at the annual meeting of stockholders scheduled to
be held at 9221 East Via de Ventura, Scottsdale, Arizona 85258, on Friday,
December 1, 2006, at 3:00 p.m. (local time), including any adjournments or
postponements thereof and any meeting that may be called in lieu thereof (the
"Annual Meeting"). This proxy statement (the "Proxy Statement") and the enclosed
GOLD proxy card are first being furnished to stockholders on or about October
_____, 2006.
This Proxy Statement and the enclosed GOLD proxy card are being
furnished to stockholders of Rural by Accipiter Life Sciences in connection with
the solicitation of proxies from Rural's stockholders for the following:
1. To elect Accipiter Life Sciences' director nominees, Gabe
Hoffman and Nicole Viglucci (the "Nominees"), to serve as
Class III directors of the Company, in opposition to Rural's
incumbent directors whose terms expire at the Annual Meeting,
and
2. To adopt a proposal recommended by the Rural Board and
included in the Company's proxy statement to ratify the
appointment of PricewaterhouseCoopers LLP as the Company's
independent registered public accounting firm for the fiscal
year ending June 30, 2007.
Accipiter Life Sciences, Accipiter Life Sciences Fund II, LP, ("ALSF
II"), Accipiter Life Sciences Fund (Offshore), Ltd. ("ALSF Offshore"), Accipiter
Life Sciences Fund II (Offshore), Ltd. ("ALSF II Offshore"), Accipiter Life
Sciences Fund II (QP), LP ("ALSF II QP"), Accipiter Capital Management, LLC
("Accipiter Management") and Candens Capital, LLC ("Candens") and the Nominees
are members of a group (the "Accipiter Group") formed in connection with this
proxy solicitation and are deemed participants in this proxy solicitation.
Rural has set the record date for determining stockholders entitled to
notice of and to vote at the Annual Meeting as October 17, 2006 (the "Record
Date"). The mailing address of the principal executive offices of Rural is 9221
East Via de Ventura, Scottsdale, Arizona 85258. Stockholders of record at the
close of business on the Record Date will be entitled to vote at the Annual
Meeting. According to Rural, as of the Record Date, there were 24,566,547 shares
of common stock, $.01 par value per share (the "Shares"), outstanding and
entitled to vote at the Annual Meeting. As of the Record Date, Accipiter Life
Sciences, along with all of the participants in this solicitation, were the
beneficial owners of an aggregate of 1,888,752 shares of common stock, which
represents approximately 7.7% of the voting securities outstanding (based on the
Company's proxy statement). The Accipiter Group intends to vote such Shares for
the election of the Nominees and the ratification of the appointment of
PricewaterhouseCoopers LLP as described herein.
THIS SOLICITATION IS BEING MADE BY ACCIPITER LIFE SCIENCES AND NOT ON BEHALF OF
THE BOARD OF DIRECTORS OR MANAGEMENT OF RURAL. ACCIPITER LIFE SCIENCES IS NOT
AWARE OF ANY OTHER MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING. SHOULD OTHER
MATTERS, WHICH ACCIPITER LIFE SCIENCES IS NOT AWARE OF A REASONABLE TIME BEFORE
THIS SOLICITATION, BE BROUGHT BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS
PROXIES IN THE ENCLOSED GOLD PROXY CARD WILL VOTE ON SUCH MATTERS IN THEIR
DISCRETION.
ACCIPITER LIFE SCIENCES URGES YOU TO SIGN, DATE AND RETURN THE GOLD PROXY CARD
IN FAVOR OF THE ELECTION OF ITS NOMINEES.
IF YOU HAVE ALREADY SENT A PROXY CARD FURNISHED BY RURAL MANAGEMENT TO THE
COMPANY, YOU MAY REVOKE THAT PROXY AND VOTE FOR THE ELECTION OF ACCIPITER LIFE
SCIENCES' NOMINEES BY SIGNING, DATING AND RETURNING THE ENCLOSED GOLD PROXY
CARD. THE LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS. ANY PROXY MAY BE
REVOKED AT ANY TIME PRIOR TO THE ANNUAL MEETING BY DELIVERING A WRITTEN NOTICE
OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL MEETING TO ACCIPITER LIFE
SCIENCES, C/O MACKENZIE PARTNERS, INC. WHICH IS ASSISTING IN THIS SOLICITATION,
OR TO THE SECRETARY OF RURAL, OR BY VOTING IN PERSON AT THE ANNUAL MEETING.
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IMPORTANT
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN. ACCIPITER
URGES YOU TO SIGN, DATE, AND RETURN THE ENCLOSED GOLD PROXY CARD TODAY TO VOTE
FOR THE ELECTION OF ACCIPITER LIFE SCIENCES' NOMINEES AND FOR THE ADOPTION OF
THE OTHER PROPOSAL DESCRIBED HEREIN.
o If your Shares are registered in your own name, please sign and date
the enclosed GOLD proxy card and return it to Accipiter Life Sciences,
c/o Mackenzie Partners, Inc., in the enclosed envelope today.
o If any of your Shares are held in the name of a brokerage firm, bank,
bank nominee or other institution on the Record Date, only it can vote
such Shares and only upon receipt of your specific instructions.
Accordingly, please contact the person responsible for your account and
instruct that person to execute on your behalf the GOLD proxy card.
Accipiter Life Sciences urges you to confirm your instructions in
writing to the person responsible for your account and to provide a
copy of such instructions to Accipiter Life Sciences, c/o Mackenzie
Partners, Inc., who is assisting in this solicitation, at the address
and telephone numbers set forth below, and on the back cover of this
Proxy Statement, so that we may be aware of all instructions and can
attempt to ensure that such instructions are followed.
YOU MAY ALSO VOTE BY TELEPHONE OR INTERNET.
AS THERE IS NOT MUCH TIME UNTIL THE ANNUAL MEETING, PLEASE CONTACT
MACKENZIE PARTNERS FOR ASSISTANCE IN VOTING YOUR SHARES BY TELEPHONE OR INTERNET.
MACKENZIE
PARTNERS, INC.
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
proxy@mackenziepartners.com
or
CALL TOLL FREE (800) 322-2885
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Rural Board is currently composed of seven directors divided into
three classes serving staggered three-year terms. The terms of two Class III
directors of the Rural Board - Cor J. Clement, Sr. and Henry G. Walker - expire
at the Annual Meeting. Accipiter is seeking your support at the Annual Meeting
to elect its Nominees in opposition to Rural's director nominees.
REASONS WHY THE ACCIPITER GROUP IS CHALLENGING THE INCUMBENT DIRECTORS
The Accipiter Group has been a long-term investor in Rural since July
2005 and is currently the beneficial owner of 1,888,752 Shares, representing
approximately 7.7% of the issued and outstanding voting securities. We believe
the election of the Nominees represents the best means for Rural to enhance the
value for all of its stockholders. As stockholders of Rural, we have a vested
interest in enhancing the value of the Shares.
Our nominees would recommend that the Company put to a stockholder vote
(1) the de-classification of the Rural Board (a classified board typically
results in an 8% to 10% loss of value in companies targeted for acquisition by
an uninvited suitor according to a 2002 study by Harvard Law School professors
Lucian Bebchuk, John Coates and Guhan Subramanian) and (2) the elimination of
the stockholders' supermajority voting requirements for certain amendments to
its certificate of incorporation and bylaws. Our nominees would also advocate
that the Rural Board redeem or terminate its poison pill. Our nominees would
also focus on overseeing the management of the Company for optimal
profitability. Our nominees would recommend hiring an investment banking firm to
assist in the review of all strategic alternatives available to the Company to
maximize stockholder value. By working to enact these corporate governance
reforms and by advocating a review of all strategic alternatives, our nominees
will use their best efforts to enhance stockholder value.
The Accipiter Group has previously expressed its concerns to Rural, in
correspondence and telephone conferences, with respect to what we believe to be
a failure on the part of Rural to provide financial guidance to Rural's
stockholders and the threat of dilution to existing stockholders due to the
Company's filing of a shelf registration statement in February 2006. We believe
that Rural's unwillingness to provide financial guidance to its stockholders and
its shelf registration statement have adversely affected the price of its common
stock as stockholders did not have the benefit of any Company insight regarding
its future expectations. The price of the Shares decreased by more than 7%
between the filing of the shelf registration statement and October 16, 2006, the
day before we first filed our preliminary proxy statement. During this period,
the Company reported an 8.5% increase in revenues and a 31% increase in
operating income for the nine months ended June 30, 2006.
The Company has nominated for re-election two incumbent directors.
Rural also has in place significant protective measures that we believe should
be removed. We believe that change is needed at the Company. On August 30, 2006,
Accipiter Life Sciences delivered to Rural a notice nominating the Nominees for
election to the Rural Board at the Annual Meeting.
Our Nominees have extensive experience in the healthcare industry as
well as in private and public investment and business management. If elected to
the Rural Board, the Nominees will use their best efforts to improve the
Company's relationship with its stockholders and implement the corporate
governance reforms described above while exploring alternatives to maximize
stockholder value. Accipiter Life Sciences believes that the Company would be an
attractive acquisition candidate for either a strategic or financial acquirer if
the many anti-takeover measures put in place by the Rural Board were removed. We
believe the Shares are undervalued as they trade at just 6.5 times our projected
EBITDA for the 2007 calendar year based on the Company's recent SEC filings,
whereas the healthcare industry trades at an average of 8.7 times EBITDA. As
such, our nominees would recommend removing these takeover defenses and engaging
an investment banking firm to evaluate all strategic alternatives to enhance
stockholder value.
There can be no assurance that the actions our Nominees intend to take
as described herein will be implemented if they are elected or that the election
of our Nominees will improve the Company's business or otherwise enhance
stockholder value. Your vote to elect the Nominees does not constitute a vote in
favor of our value enhancing plans for Rural. If successful, your vote to elect
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the Nominees will result in replacing two incumbent directors of Rural with our
Nominees. If elected, the Nominees will represent a minority of the members of
the Rural Board.
RURAL SHOULD PROMPTLY EXPLORE ALTERNATIVES TO MAXIMIZE STOCKHOLDER VALUE
We believe the election of the Nominees represents the best means for
stockholders to have the ability to maximize the present value of their Shares
for the reasons set forth in this proxy statement. If elected, the Nominees
will, subject to their fiduciary duties, explore all available alternatives to
maximize stockholder value including (i) selling the entire company by means of
a merger, tender offer or otherwise or (ii) divesting assets of the Company on a
tax efficient basis. Additionally, if elected, the Nominees will recommend that
Rural retain a nationally recognized investment banking firm to assist in the
review and implementation of the alternatives that the Nominees believe will
maximize stockholder value for all of the Company's stockholders.
We wish to provide the stockholders, the true owners of Rural, with the
opportunity to elect directors that are unaffiliated with the existing Rural
Board. If both are elected, the Nominees will constitute a minority of the
current seven-member Rural Board. Your vote to elect the Nominees does not
constitute a vote in favor of our value enhancing plans including pursuing a
sale of Rural to the highest bidder. If the Nominees are elected to the Rural
Board and a transaction involving the sale of Rural is proposed by the Board,
stockholders will have an opportunity to vote on such transaction to the extent
required by law.
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THE NOMINEES
The following information sets forth the name, age, business address,
present principal occupation, and employment and material occupations,
positions, offices, or employments for the past five years of each of the
Nominees. This information has been furnished to Accipiter Life Sciences by the
Nominees. The Nominees are citizens of the United States of America.
GABE HOFFMAN (AGE 29) currently serves as the managing member of
Candens, which in turn is the general partner of each of Accipiter Life
Sciences, ALSF II and ALSF II QP. Mr. Hoffman is also the managing member of
Accipiter Management, which in turn is the investment manager of ALSF Offshore
and ALSF II Offshore. Mr. Hoffman has served in these capacities since he
founded Candens and Accipiter Management in October 2002. From April 1999
through March 2002, he was employed by Welch Capital Partners, a New York based
investment partnership. At Welch Capital Partners, he was co-manager of the
Welch Life Sciences Fund from its inception in May 2000 through March 2002. From
April 1999 through May 2000, Mr. Hoffman was the healthcare analyst at Welch
Capital Partners. The principal business address of Mr. Hoffman is c/o Accipiter
Capital Management, LLC, 399 Park Avenue, 38th Floor, New York, New York 10022.
By virtue of his positions with Candens and Accipiter Management, Mr. Hoffman
has the power to vote and dispose of the 1,888,752 shares of Common Stock owned
by the Accipiter Group. Accordingly, Mr. Hoffman may be deemed to be the
beneficial owner of the 1,888,752 shares of common stock owned by the Accipiter
Group.
NICOLE VIGLUCCI (AGE 31) currently serves as a healthcare analyst at
Accipiter Capital Management, LLC, a private investment management firm. She has
served in that capacity since July 2005. From April 2002 to March 2005, she
served as an analyst at JL Advisors, LLC, a private investment firm. From May
2000 to April 2002 she served as an associate at The Carlyle Group, a private
global investment firm that originates, structures and acts as lead equity
investor in management-led buyouts, strategic minority equity investments,
equity private placements, consolidations and buildups, and growth capital
financings. The principal business address of Ms. Viglucci is c/o Accipiter
Capital Management, LLC, 399 Park Avenue, 38th Floor, New York, New York 10022.
Ms. Viglucci does not beneficially own, and has not purchased or sold during the
past two years, any securities of Rural and disclaims beneficial ownership of
the shares of common stock owned by the Accipiter Group.
The Nominees will not receive any compensation from Accipiter Life
Sciences for their services as directors of Rural. Other than as stated herein,
there are no arrangements or understandings between Accipiter Life Sciences and
any of the Nominees or any other person or persons pursuant to which the
nomination described herein is to be made, other than the consent by each of the
Nominees to be named in this Proxy Statement and to serve as a director of Rural
if elected as such at the Annual Meeting. None of the Nominees is a party
adverse to Rural or any of its subsidiaries or has a material interest adverse
to Rural or any of its subsidiaries in any material pending legal proceedings.
Accipiter Life Sciences does not expect that the Nominees will be
unable to stand for election, but, in the event that such persons are unable to
serve or for good cause will not serve, the Shares represented by the enclosed
GOLD proxy card will be voted for substitute nominees. In addition, Accipiter
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Life Sciences reserves the right to nominate substitute persons if Rural makes
or announces any changes to its bylaws or takes or announces any other action
that has, or if consummated would have, the effect of disqualifying the
Nominees. In any such case, Shares represented by the enclosed GOLD proxy card
will be voted for such substitute nominees. Accipiter Life Sciences reserves the
right to nominate additional persons if Rural increases the size of the Rural
Board above its existing size or increases the number of directors whose terms
expire at the Annual Meeting. Additional nominations made pursuant to the
preceding sentence are without prejudice to the position of Accipiter Life
Sciences that any attempt to increase the size of the current Rural Board or to
reconstitute or reconfigure the classes on which the current directors serve
constitutes an unlawful manipulation of Rural's corporate machinery.
YOU ARE URGED TO VOTE FOR THE ELECTION OF THE NOMINEES ON THE ENCLOSED GOLD
PROXY CARD.
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PROPOSAL NO. 2
RURAL PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT
PUBLIC ACCOUNTANTS
As discussed in further detail in Rural's proxy statement, prior to the
Annual Meeting, Rural's Audit Committee selected PricewaterhouseCoopers LLP as
the Company's independent registered public accounting firm for the fiscal year
ending June 30, 2007. PricewaterhouseCoopers LLP served as the Company's
independent registered public accounting firm for the fiscal year ending June
30, 2006. Rural is asking stockholders to ratify the appointment of
PricewaterhouseCoopers LLP as the independent registered public accounting firm
of the Company for the fiscal year ending June 30, 2007.
ACCIPITER LIFE SCIENCES DOES NOT OBJECT TO THE RATIFICATION OF THE APPOINTMENT
OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2007.
VOTING AND PROXY PROCEDURES
Only stockholders of record on the Record Date will be entitled to
notice of and to vote at the Annual Meeting. Each Share is entitled to one vote.
Stockholders who sell Shares before the Record Date (or acquire them without
voting rights after the Record Date) may not vote such Shares. Stockholders of
record on the Record Date will retain their voting rights in connection with the
Annual Meeting even if they sell such Shares after the Record Date. Based on
publicly available information, Accipiter Life Sciences believes that the only
outstanding class of securities of Rural entitled to vote at the Annual Meeting
is the common stock.
Shares represented by properly executed GOLD proxy cards will be voted
at the Annual Meeting as marked and, in the absence of specific instructions,
will be voted FOR the election of the Nominees to the Rural Board and FOR the
ratification of the appointment of PricewaterhouseCoopers LLP, and in the
discretion of the persons named as proxies on all other matters as may properly
come before the Annual Meeting.
We are asking you to elect our Nominees and adopt the proposals
described in this Proxy Statement. The enclosed GOLD proxy card may only be
voted for our Nominees and does not confer voting power with respect to Rural's
nominees. Accordingly, you will not have the opportunity to vote for any of
Rural's nominees. You can only vote for Rural's nominees by signing and
returning a proxy card provided by Rural. Stockholders should refer to Rural's
proxy statement for the names, backgrounds, qualifications and other information
concerning the Company's nominees. The participants in this solicitation intend
to vote all of their Shares in favor of the Nominees and the ratification of the
appointment of PricewaterhouseCoopers LLP and will not vote their shares in
favor of any of Rural's nominees.
QUORUM
In order to conduct any business at the Annual Meeting, a quorum must
be present in person or represented by valid proxies. A quorum consists of a
majority of the Shares outstanding on the Record Date. All Shares that are voted
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"FOR", "AGAINST" or "ABSTAIN" (or "WITHHOLD" in the case of election of
directors) on any matter will count for purposes of establishing a quorum and
will be treated as Shares entitled to vote at the Annual Meeting (the "Votes
Present").
VOTES REQUIRED FOR APPROVAL
ELECTION OF DIRECTORS. A plurality of the total votes cast ("Votes
Cast") by holders of the Shares for the Nominees is required for the election of
directors, and the two nominees who receive the most votes will be elected
(assuming a quorum is present). A vote to "WITHHOLD" for any nominee for
director will be counted for purposes of determining the Votes Present, but will
have no other effect on the outcome of the vote on the election of directors. A
stockholder may cast such votes for the Nominees either by so marking the ballot
at the Annual Meeting or by specific voting instructions sent with a signed
proxy to either Accipiter Life Sciences in care of Mackenzie Partners, Inc. at
the address set forth on the back cover of this Proxy Statement or to Rural at
9221 East Via de Ventura, Scottsdale, Arizona 85258 or any other address
provided by Rural.
RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP. The
affirmative vote of a majority of the Votes Present is required in order to
ratify the appointment of PricewaterhouseCoopers LLP as the Company's
independent registered public accounting firm for the fiscal year ending June
30, 2007.
ABSTENTIONS AND BROKER NON-VOTES
Abstentions and broker non-votes will count as Votes Present for the
purpose of determining whether a quorum is present. Abstentions and broker
non-votes will not be counted as Votes Cast in the election of directors.
Abstentions will have the effect of a vote against the proposal to ratify the
appointment of PricewaterhouseCoopers LLP. Broker non-votes will have no effect
on the proposal to ratify the appointment of PricewaterhouseCoopers LLP.
The term "broker non-vote" refers to shares held in street name that
are not voted with respect to a particular matter, generally because the
beneficial owner did not give any instructions to the broker as to how to vote
such shares on that matter, and the broker is not permitted under applicable
rules to vote such shares in its discretion because of the subject matter of the
proposal, but whose shares are present on at least one matter.
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REVOCATION OF PROXIES
Stockholders of Rural may revoke their proxies at any time prior to
exercise by attending the Annual Meeting and voting in person (although
attendance at the Annual Meeting will not in and of itself constitute revocation
of a proxy) or by delivering a written notice of revocation. The delivery of a
subsequently dated proxy which is properly completed will constitute a
revocation of any earlier proxy. The revocation may be delivered either to
Accipiter Life Sciences in care of Mackenzie Partners, Inc. at the address set
forth on the back cover of this Proxy Statement or to Rural at 9221 East Via de
Ventura, Scottsdale, Arizona 85258 or any other address provided by the Company.
Although a revocation is effective if delivered to Rural, Accipiter Life
Sciences requests that either the original or photostatic copies of all
revocations be mailed to Accipiter Life Sciences in care of Mackenzie Partners,
Inc. at the address set forth on the back cover of this Proxy Statement so that
Accipiter Life Sciences will be aware of all revocations and can more accurately
determine if and when proxies have been received from the holders of record on
the Record Date of a majority of the outstanding Shares. Additionally, Mackenzie
Partners, Inc. may use this information to contact stockholders who have revoked
their proxies in order to solicit later dated proxies for the election of the
Nominees.
IF YOU WISH TO VOTE FOR THE ELECTION OF THE NOMINEES TO THE RURAL BOARD, PLEASE
SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED GOLD PROXY CARD IN THE POSTAGE-PAID
ENVELOPE PROVIDED.
SOLICITATION OF PROXIES
The solicitation of proxies pursuant to this Proxy Statement is being
made by Accipiter Life Sciences. Proxies may be solicited by mail, facsimile,
telephone, telegraph, in person and by advertisements. Accipiter Life Sciences
will not solicit proxies via the Internet.
Accipiter Life Sciences has entered into an agreement with Mackenzie
Partners, Inc. for solicitation and advisory services in connection with this
solicitation, for which Mackenzie Partners, Inc. will receive a fee not to
exceed $125,000, together with reimbursement for its reasonable out-of-pocket
expenses, and will be indemnified against certain liabilities and expenses,
including certain liabilities under the federal securities laws. Mackenzie
Partners, Inc. will solicit proxies from individuals, brokers, banks, bank
nominees and other institutional holders. Accipiter Life Sciences has requested
banks, brokerage houses and other custodians, nominees and fiduciaries to
forward all solicitation materials to the beneficial owners of the Shares they
hold of record. Accipiter Life Sciences will reimburse these record holders for
their reasonable out-of-pocket expenses in so doing. It is anticipated that
Mackenzie Partners, Inc. will employ approximately 25 persons to solicit Rural's
stockholders for the Annual Meeting.
The entire expense of soliciting proxies is being borne by Accipiter
Life Sciences pursuant to the terms of the Joint Filing and Solicitation
Agreement discussed below. Accipiter Life Sciences does not intend to seek
reimbursement from Rural of expenses incurred in connection with this
solicitation. Costs of this solicitation of proxies are currently estimated to
be approximately $250,000. Accipiter Life Sciences estimates that through the
date hereof, its expenses in connection with this solicitation are approximately
$25,000.
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OTHER PARTICIPANT INFORMATION
Each member of the Accipiter Group is a participant in this
solicitation. Gabe Hoffman is the managing member of Candens, which in turn is
the general partner of each of Accipiter Life Sciences, ALSF II and ALSF II QP.
Mr. Hoffman is also the managing member of Accipiter Management, which in turn
is the investment manager of ALSF Offshore and ALSF II Offshore. The principal
business of Mr. Hoffman is serving as the managing member of Candens and
Accipiter Management. The principal business of Candens is serving as the
general partner of Accipiter Life Sciences, ALSF II and ALSF II QP. The
principal business of Accipiter Management is serving as the investment manager
of ALSF Offshore and ALSF II Offshore. The principal business of Accipiter Life
Sciences, ALSF II, ALSF II QP, ALSF Offshore and ALSF II Offshore is investing
in securities. The principal business address of Mr. Hoffman, Accipiter Life
Sciences, Candens, Accipiter Management, ALSF II and ALSF II QP is 399 Park
Avenue, 38th Floor, New York, New York 10022. The principal business address of
ALSF Offshore and ALSF II Offshore is c/o Ogier Fiduciary Services (Cayman)
Limited, Queensgate House, South Church Street, P.O. Box 1234, George Town,
Grand Cayman, Cayman Islands. As of the date hereof, Accipiter Life Sciences,
ALSF II, ALSF Offshore, ALSF II Offshore and ALSF II QP own directly, 443,536
Shares (1,000 Shares of which are held of record), 269,679 Shares, 425,843
Shares, 483,761 Shares and 265,933 Shares, respectively. As the general partner
of Accipiter Life Sciences, ALSF II and ALSF II QP, Candens may be deemed to
beneficially own the aggregate of 979,148 Shares held by such entities. As the
investment manager of ALSF Offshore and ALSF II Offshore, Accipiter Management
may be deemed to beneficially own the aggregate of the 909,604 Shares held by
such entities. As the managing member of Candens and Accipiter Management, Mr.
Hoffman may be deemed to beneficially own the aggregate of the 1,888,752 Shares
held by Accipiter Life Sciences, ALSF II, ALSF II QP, ALSF Offshore and ALSF II
Offshore. Each of Mr. Hoffman, Candens and Accipiter Management disclaims
beneficial ownership of the Shares held by the other members of the Accipiter
Group except to the extent of their pecuniary interest therein. For information
regarding purchases and sales of securities of Rural during the past two years
by the members of the Accipiter Group, see Schedule I.
On August 30, 2006, Accipiter Life Sciences, ALSF Offshore, ALSF II,
ALSF II Offshore, ALSF II QP, Accipiter Management, Candens, and the Nominees
entered into a Joint Filing and Solicitation Agreement in which, among other
things, (a) the parties agreed to the joint filing on behalf of each of them of
statements on Schedule 13D with respect to the securities of the Company, (b)
the parties agreed to solicit proxies or written consents for the election of
the Nominees, or any other person(s) nominated by Accipiter Life Sciences, to
the Rural Board at the Annual Meeting, and (c) Accipiter Life Sciences agreed to
bear all expenses incurred in connection with the Accipiter Group's activities,
including approved expenses incurred by any of the parties in connection with
this solicitation, subject to certain limitations.
Except as set forth in this Proxy Statement (including the Schedules
hereto), (i) during the past 10 years, no participant in this solicitation has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); (ii) no participant in this solicitation directly or indirectly
beneficially owns any securities of Rural; (iii) no participant in this
solicitation owns any securities of Rural that are owned of record but not
beneficially; (iv) no participant in this solicitation has purchased or sold any
securities of Rural during the past two years; (v) no part of the purchase price
or market value of the securities of Rural owned by any participant in this
solicitation is represented by funds borrowed or otherwise obtained for the
purpose of acquiring or holding such securities; (vi) no participant in this
solicitation is, or within the past year was, a party to any contract,
arrangements or understandings with any person with respect to any securities of
Rural, including, but not limited to, joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies; (vii) no
associate of any participant in this solicitation owns beneficially, directly or
indirectly, any securities of Rural; (viii) no participant in this solicitation
owns beneficially, directly or indirectly, any securities of any parent or
-11-
subsidiary of Rural; (ix) no participant in this solicitation or any of his/its
associates was a party to any transaction, or series of similar transactions,
since the beginning of Rural's last fiscal year, or is a party to any currently
proposed transaction, or series of similar transactions, to which Rural or any
of its subsidiaries was or is to be a party, in which the amount involved
exceeds $60,000; (x) no participant in this solicitation or any of his/its
associates has any arrangement or understanding with any person with respect to
any future employment by Rural or its affiliates, or with respect to any future
transactions to which Rural or any of its affiliates will or may be a party; and
(xi) no person, including the participants in this solicitation, who is a party
to an arrangement or understanding pursuant to which the Nominees are proposed
to be elected has a substantial interest, direct or indirect, by security
holdings or otherwise in any matter to be acted on at the Annual Meeting.
If we do not prevail in this action, any GOLD proxy card returned to
Accipiter Life Sciences or the Company will be counted for purposes of
determining whether a quorum is present, but will not be counted for purposes of
electing the Nominees.
OTHER MATTERS AND ADDITIONAL INFORMATION
OTHER MATTERS
Accipiter Life Sciences is unaware of any other matters to be
considered at the Annual Meeting. However, should other matters, which Accipiter
Life Sciences is not aware of a reasonable time before this solicitation, be
brought before the Annual Meeting, the persons named as proxies on the enclosed
GOLD proxy card will vote on such matters in their discretion.
STOCKHOLDER NOMINATIONS AND PROPOSALS
According to Rural's proxy statement, any stockholder who intends to
present a proposal at the annual meeting of stockholders for the year ending
June 30, 2007 and have it included in the Company's proxy materials for that
meeting must deliver the proposal to the Company for their consideration no
later than June 30, 2007 and must comply with Rule 14a-8 under the Securities
Exchange Act of 1934, as amended.
According to Rural's proxy statement, in addition, under the Company's
bylaws, certain procedures are provided that a stockholder must follow to
introduce an item of business at the annual meeting of stockholders following
fiscal year 2007. Under these procedures, a notice setting forth information
specified in the bylaws must be received by the Company no later than (i) 60
days prior to the annual meeting if such meeting is held on a day which is
within 30 days preceding the anniversary of this year's meeting (December 1,
2006); (ii) 90 days prior to the annual meeting if such meeting is held on or
after the anniversary date of this year's meeting (December 1, 2006); or (iii)
if the 2007 annual meeting is held on a date preceding the anniversary of this
year's meeting by more than 30 days, on or before the close of business on the
15th day following the date of public disclosure of the date of such meeting.
According to Rural's proxy statement, pursuant to Rule 14a-4 under the
Securities Exchange Act, the Company intends to retain discretionary authority
to vote proxies with respect to stockholder proposals properly presented at the
Annual Meeting, except in circumstances where (i) the Company receives notice of
-12-
the proposed matter prior to the deadline set forth in the Company's bylaws; and
(ii) the proponent complies with the other requirements set forth in Rule 14a-4.
The information set forth above regarding the procedures for submitting
stockholder nominations and proposals for consideration at Rural's 2007 annual
meeting of stockholders is based on information contained in the Company's
preliminary proxy statement filed with the Securities and Exchange Commission on
October 13, 2006. The incorporation of this information in this Proxy Statement
should not be construed as an admission by us that such procedures are legal,
valid or binding.
See Schedule II for information regarding persons who beneficially own
more than 5% of the Shares and the ownership of the Shares by the management of
Rural.
The information concerning Rural contained in this Proxy Statement and
the Schedules attached hereto has been taken from, or is based upon, publicly
available information.
ACCIPITER LIFE SCIENCES FUND, LP
OCTOBER __, 2006
-13-
SCHEDULE I
TRANSACTIONS IN SECURITIES OF RURAL
DURING THE PAST TWO YEARS
ALL PURCHASES AND SALES WERE MADE IN THE OPEN MARKET.
Class Quantity Price Per Date of
of Security Purchased/(sold) Unit ($) Purchase/sale
- ----------- ---------------- -------- -------------
I. ACCIPITER LIFE SCIENCES FUND, LP
Common Stock 50 8.2300 09/25/2006
Common Stock 7,930 7.9487 09/18/2006
Common Stock 41,585 7.6086 08/24/2006
Common Stock 588 7.5061 08/24/2006
Common Stock 827 7.4561 08/24/2006
Common Stock 9,942 7.3496 08/23/2006
Common Stock 1,039 7.2973 08/23/2006
Common Stock 5,080 7.3100 08/22/2006
Common Stock 2,475 7.3095 08/22/2006
Common Stock 242 7.3000 08/22/2006
Common Stock 1,427 7.3327 08/22/2006
Common Stock 347 7.1117 08/21/2006
Common Stock 7,341 7.2273 08/21/2006
Common Stock 3,689 7.2030 08/21/2006
Common Stock 144 7.2000 08/18/2006
Common Stock 5,667 7.3202 08/18/2006
Common Stock 946 7.2700 08/18/2006
Common Stock 4,810 7.2682 08/18/2006
Common Stock 28,981 6.7700 05/16/2006
Common Stock 734 7.1223 05/10/2006
Common Stock 18,963 7.1891 05/10/2006
Common Stock 27,266 7.7800 04/07/2006
Common Stock 1,826 7.9203 04/06/2006
Common Stock 4,654 7.9747 04/05/2006
I-1
Class Quantity Price Per Date of
of Security Purchased/(sold) Unit ($) Purchase/sale
- ----------- ---------------- -------- -------------
Common Stock 5,013 7.9675 04/04/2006
Common Stock 2,256 8.0300 04/03/2006
Common Stock (13,186) 8.6200 03/01/2006
Common Stock 3,400 8.5543 12/21/2005
Common Stock 75,181 8.6300 11/30/2005
Common Stock 5,640 8.5966 11/25/2005
Common Stock 33,840 8.5696 11/22/2005
Common Stock 11,280 8.7472 11/21/2005
Common Stock 4,588 8.9723 11/10/2005
Common Stock 1,748 9.5500 09/13/2005
Common Stock 6,937 9.8447 09/12/2005
Common Stock 6,542 9.7111 09/09/2005
Common Stock 38,352 9.7801 09/09/2005
Common Stock 508 9.9500 09/01/2005
Common Stock 5,132 9.9828 08/31/2005
Common Stock 1,227 9.9600 08/31/2005
Common Stock 3,102 9.7042 08/30/2005
Common Stock 1,748 9.7250 08/30/2005
Common Stock 395 9.4533 08/29/2005
Common Stock 677 9.5375 08/29/2005
Common Stock 7,219 9.4314 08/26/2005
Common Stock 790 9.3250 08/26/2005
Common Stock 38,352 9.5403 08/26/2005
Common Stock 846 9.4020 08/25/2005
Common Stock 5,696 9.3364 08/25/2005
Common Stock 112,800 8.8800 08/19/2005
Common Stock 4,700 8.8300 08/19/2005
Common Stock 6,000 8.7043 08/18/2005
Common Stock 12,000 8.6463 08/17/2005
Common Stock (2,800) 8.3796 08/16/2005
I-2
Class Quantity Price Per Date of
of Security Purchased/(sold) Unit ($) Purchase/sale
- ----------- ---------------- -------- -------------
Common Stock 5,000 8.4311 08/12/2005
Common Stock 5,702 8.3467 08/11/2005
Common Stock 1,805 8.3769 08/10/2005
Common Stock 17,935 8.3697 08/09/2005
Common Stock 33,084 8.3924 08/08/2005
Common Stock 26,816 8.3003 08/05/2005
Common Stock 28,224 8.4226 08/04/2005
Common Stock 14,683 8.2986 08/03/2005
Common Stock 5,190 8.0725 08/02/2005
Common Stock 5,015 7.9879 08/02/2005
Common Stock 5,639 8.0800 08/01/2005
Common Stock 2,425 7.9895 08/01/2005
Common Stock 1,749 7.9203 07/29/2005
Common Stock 1,072 7.7550 07/29/2005
Common Stock 4,343 7.8530 07/29/2005
Common Stock 1,861 7.6688 07/28/2005
Common Stock 20,868 7.5300 07/27/2005
II. AFFILIATES OF ACCIPITER LIFE SCIENCES FUND, LP
ACCIPITER LIFE SCIENCES FUND II, LP
Common Stock 694 8.3076 09/25/2006
Common Stock 2,254 8.3414 09/22/2006
Common Stock 66 8.1500 09/22/2006
Common Stock 4,945 8.3600 09/22/2006
Common Stock 968 8.2355 09/21/2006
Common Stock 3,747 8.2024 09/20/2006
Common Stock 7,054 8.1021 09/19/2006
Common Stock 12,309 7.5286 08/24/2006
Common Stock 527 7.4661 08/24/2006
Common Stock 245 7.3761 08/24/2006
Common Stock 37,712 6.6900 05/16/2006
I-3
Class Quantity Price Per Date of
of Security Purchased/(sold) Unit ($) Purchase/sale
- ----------- ---------------- -------- -------------
Common Stock 7,152 7.0423 05/10/2006
Common Stock 38,758 7.1091 05/10/2006
Common Stock 80,666 7.7000 04/07/2006
Common Stock 2,365 7.8403 04/06/2006
Common Stock 5,725 7.8947 04/05/2006
Common Stock 7,014 7.8875 04/04/2006
Common Stock 1,271 7.9900 04/03/2006
Common Stock 604 7.8476 03/31/2006
Common Stock 24,814 8.6200 03/01/2006
Common Stock 2,600 8.5143 12/21/2005
ACCIPITER LIFE SCIENCES FUND (OFFSHORE), LTD.
Common Stock 50 8.2300 09/25/2006
Common Stock 9,138 7.9487 09/18/2006
Common Stock 41,952 7.5286 08/24/2006
Common Stock 595 7.4661 08/24/2006
Common Stock 835 7.3761 08/24/2006
Common Stock 10,058 7.2696 08/23/2006
Common Stock 1,052 7.2773 08/23/2006
Common Stock 5,140 7.2300 08/22/2006
Common Stock 2,623 7.2295 08/22/2006
Common Stock 256 7.2800 08/22/2006
Common Stock 1,573 7.2527 08/22/2006
Common Stock 352 7.0917 08/21/2006
Common Stock 6,819 7.1473 08/21/2006
Common Stock 3,731 7.1230 08/21/2006
Common Stock 146 7.1800 08/18/2006
Common Stock 5,733 7.2264 08/18/2006
Common Stock 954 7.1900 08/18/2006
Common Stock 4,866 7.1882 08/18/2006
Common Stock 29,919 6.6900 05/16/2006
I-4
Class Quantity Price Per Date of
of Security Purchased/(sold) Unit ($) Purchase/sale
- ----------- ---------------- -------- -------------
Common Stock 5,266 7.0423 05/10/2006
Common Stock 14,037 7.1091 05/10/2006
Common Stock 25,944 7.7000 04/07/2006
Common Stock 1,754 7.8403 04/06/2006
Common Stock 4,487 7.8947 04/05/2006
Common Stock 4,772 7.8875 04/04/2006
Common Stock 6,900 7.8476 03/31/2006
Common Stock (12,334) 8.6200 03/31/2006
Common Stock 2,700 8.5143 12/21/2005
Common Stock 58,119 8.5500 11/30/2005
Common Stock 4,360 8.5166 11/25/2005
Common Stock 26,160 8.4996 11/22/2005
Common Stock 8,720 8.6672 11/21/2005
Common Stock 3,546 8.8923 11/10/2005
Common Stock 1,352 9.4500 09/13/2005
Common Stock 5,363 9.7647 09/12/2005
Common Stock 5,058 9.6711 09/09/2005
Common Stock 29,648 9.7001 09/09/2005
Common Stock 392 9.9100 09/01/2005
Common Stock 3,968 9.8828 08/31/2005
Common Stock 948 9.8800 08/31/2005
Common Stock 2,398 9.6642 08/30/2005
Common Stock 1,352 9.7000 08/30/2005
Common Stock 305 9.3933 08/29/2005
Common Stock 523 9.4775 08/29/2005
Common Stock 5,581 9.3914 08/26/2005
Common Stock 610 9.3000 08/26/2005
Common Stock 29,648 9.4803 08/26/2005
Common Stock 654 9.3620 08/25/2005
Common Stock 4,404 9.2364 08/25/2005
I-5
Class Quantity Price Per Date of
of Security Purchased/(sold) Unit ($) Purchase/sale
- ----------- ---------------- -------- -------------
Common Stock 87,200 8.8000 08/19/2005
Common Stock 3,545 8.7500 08/19/2005
Common Stock 4,685 8.6243 08/18/2005
Common Stock 9,350 8.5663 08/17/2005
Common Stock (2,200) 8.3796 08/16/2005
Common Stock 3,830 8.3511 08/12/2005
Common Stock 4,408 8.2667 08/11/2005
Common Stock 1,395 8.2969 08/10/2005
Common Stock 13,839 8.2897 08/09/2005
Common Stock 25,582 8.3124 08/08/2005
Common Stock 20,729 8.2203 08/05/2005
Common Stock 21,824 8.3426 08/04/2005
Common Stock 11,362 8.2186 08/03/2005
Common Stock 4,010 7.9925 08/02/2005
Common Stock 3,876 7.9479 08/02/2005
Common Stock 4,361 8.0000 08/01/2005
Common Stock 1,875 7.9495 08/01/2005
Common Stock 1,351 7.8403 07/29/2005
Common Stock 828 7.7150 07/29/2005
Common Stock 3,357 7.8130 07/29/2005
Common Stock 1,439 7.5888 07/28/2005
Common Stock 16,132 7.4500 07/27/2005
ACCIPITER LIFE SCIENCES FUND II (OFFSHORE), LTD.
Common Stock 981 8.3076 09/25/2006
Common Stock 3,200 8.3414 09/22/2006
Common Stock 94 8.1500 09/22/2006
Common Stock 7,022 8.3600 09/22/2006
Common Stock 1,369 8.2355 09/21/2006
Common Stock 5,299 8.2024 09/20/2006
Common Stock 9,978 8.1021 09/19/2006
I-6
Class Quantity Price Per Date of
of Security Purchased/(sold) Unit ($) Purchase/sale
- ----------- ---------------- -------- -------------
Common Stock 32,161 7.9487 09/18/2006
Common Stock 13,106 7.6086 08/24/2006
Common Stock 576 7.5061 08/24/2006
Common Stock 261 7.4561 08/24/2006
Common Stock 6,454 7.2746 06/01/2006
Common Stock 7,875 7.2567 05/31/2006
Common Stock 25,387 6.7700 05/16/2006
Common Stock 4,718 7.1223 05/10/2006
Common Stock 26,082 7.1891 05/10/2006
Common Stock 3,383 7.6790 05/03/2006
Common Stock 47,854 7.7800 04/07/2006
Common Stock 1,403 7.9203 04/06/2006
Common Stock 3,383 7.9747 04/05/2006
Common Stock 4,162 7.9675 04/04/2006
Common Stock 6,773 8.0300 04/03/2006
Common Stock 4,596 7.8876 03/31/2006
Common Stock 8 8.6200 03/01/2006
ACCIPITER LIFE SCIENCES FUND II (QP), LP
Common Stock 425 8.3076 09/25/2006
Common Stock 1,382 8.3414 09/22/2006
Common Stock 40 8.1500 09/22/2006
Common Stock 3,033 8.3600 09/22/2006
Common Stock 593 8.2355 09/21/2006
Common Stock 2,294 8.2024 09/20/2006
Common Stock 4,320 8.1021 09/19/2006
Common Stock 6,656 7.5286 08/24/2006
Common Stock 285 7.4661 08/24/2006
Common Stock 132 7.3761 08/24/2006
Common Stock 1,746 7.1946 06/01/2006
Common Stock 2,125 7.1767 05/31/2006
I-7
Class Quantity Price Per Date of
of Security Purchased/(sold) Unit ($) Purchase/sale
- ----------- ---------------- -------- -------------
Common Stock 11,901 6.6900 05/16/2006
Common Stock 2,130 7.0423 05/10/2006
Common Stock 12,160 7.1091 05/10/2006
Common Stock 1,629 7.5990 05/03/2006
Common Stock 22,270 7.7000 04/07/2006
Common Stock 652 7.8403 04/06/2006
Common Stock 1,575 7.8947 04/05/2006
Common Stock 1,939 7.8875 04/04/2006
Common Stock 698 8.6200 03/01/2006
ACCIPITER CAPITAL MANAGEMENT, LLC
---------------------------------
NONE
CANDENS CAPITAL, LLC
--------------------
NONE
III. NOMINEES
GABE HOFFMAN
------------
NONE
NICOLE VIGLUCCI
---------------
NONE
I-8
SCHEDULE II
THE FOLLOWING TEXT AND TABLE IS REPRINTED FROM THE COMPANY'S
REVISED PRELIMINARY PROXY STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 25, 2006
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS AND OFFICERS
The following table sets forth certain information with respect to
beneficial ownership of our common stock on October 6, 2006 by (i) each
director; (ii) the individuals set forth in the Summary Compensation Table under
the section entitled "Executive Compensation"; (iii) all of our directors and
executive officers as a group; and (iv) each person known by us to be the
beneficial owner of more than 5% of our common stock. Unless otherwise
indicated, the address of each beneficial owner is c/o Rural/Metro Corporation,
9221 East Via de Ventura, Scottsdale, Arizona 85258.
Amount
Beneficially
Name of Beneficial Owner Owned (1) Percent (2)
- ------------------------ --------- -----------
Cor J. Clement, Sr. 30,000 (3) *
Jack E. Brucker 511,000 (3) 2.0 %
Louis G. Jekel 105,963 (4) *
Henry G. Walker 32,500 (3) *
Mary Anne Carpenter 30,000 (3) *
Robert E. Wilson 15,240 (5) *
Conrad A. Conrad 4,000 *
Kristine B. Ponczak 58,750 (3) *
Kurt M. Krumperman 61,760 (3) *
Barry D. Landon 116,403 (3) *
Michael S. Zarriello (6) 0 --
Executive officers and directors as a group
(13 persons) 967,116 3.9 %
5% STOCKHOLDERS:
Epoch Investment Partners, Inc. 2,539,533 (7) 10.3 %
640 Fifth Avenue, 18th Floor
New York, NY 10019
FMR Corp. 3,655,249 (8) 14.9 %
82 Devonshire Street
Boston, MA 02109
Stadium Capital Management, LLC 2,742,590 (9) 11.2 %
19785 Village Office Court, Suite 101
Bend, OR 97702
II-1
Accipter Group 1,888,752 (10) 7.7 %
399 Park Avenue, 38th Floor
New York, New York 10022
* Less than 1%
- ---------------
(1) Except as indicated, and subject to community property laws when
applicable, the persons named in the table above have sole voting and
investment power with respect to all shares of common stock shown as
beneficially owned by them.
(2) The percentages shown are calculated based upon 24,556,847 shares of
common stock outstanding on October 6, 2006. The number and percentages
shown include the shares of common stock actually owned as of October
6, 2006 and the shares of common stock that the identified person or
group had a right to acquire within 60 days after October 6, 2006. In
calculating the percentage ownership, shares that the identified person
or group had the right to acquire within 60 days after October 6, 2006
are deemed to be outstanding for the purposes of computing the
percentage of shares of common stock owned by such person or group, but
are not deemed to be outstanding for the purpose of computing the
percentage of shares of common stock owned by any other stockholder.
(3) Includes shares of common stock issuable upon exercise of stock options
with respect to the following persons: Mr. Brucker, 406,000 shares; Ms.
Carpenter, 30,000 shares; Mr. Clement, 30,000 shares; Mr. Landon,
114,100 shares; Mr. Turner, 30,000 shares; Mr. Walker, 32,500 shares;
Ms. Ponczak, 58,750 shares; and Mr. Krumperman, 61,750 shares.
(4) Includes 75,963 shares of common stock, of which 61,124 are held by the
Louis G. Jekel Trust dated July 25, 1996. Also includes 30,000 shares
of common stock issuable upon exercise of stock options.
(5) Includes 10,610 shares of common stock owned by Mr. Wilson's spouse,
for which Mr. Wilson disclaims beneficial ownership.
(6) On October 2, 2006, we announced that we have agreed to terminate the
employment of Mr. Zarriello, effective December 1, 2006.
(7) Information is based solely on a Schedule 13G, filed on September 6,
2006 with the SEC by Epoch Investment Partners, Inc.
(8) Information is based solely on a Schedule 13G, filed on July 11, 2005
with the SEC, which was amended by Amendment No. 1 filed on February
14, 2006 and was filed jointly by FMR Corp, a parent holding company,
Edward C. Johnson III, Fidelity Management & Research Company and
Select Medical Delivery.
II-2
(9) Information is based solely on a Schedule 13G, filed on September 21,
2005 with the SEC, which was amended by Amendment No. 1 filed on
February 13, 2006 and Amendment No. 2 filed on May 11, 2006 and was
filed jointly by Stadium Capital Partners, L.P. ("SCP"), Stadium
Capital Management, LLC, Alexander M. Seaver and Bradley R. Kent
reporting their beneficial ownership as a group, except SCP which
expressly disclaimed membership in a group.
(10) Information is based solely on a Schedule 13D filed on September 5,
2006 with the SEC, which was amended by Amendment No. 1 filed on
October 18, 2006 and was filed jointly by Accipter Life Sciences Fund,
LP, Accipter Life Sciences Fund, Ltd., Accipter Life Sciences Fund II,
LP, Accipter Life Sciences Fund II, Ltd., Accipter Life Sciences Fund
II (QP), LP, Accipter Capital Management, LLC, Candens Capital, LLC,
Gabe Hoffman and Nicole Viglucci, reporting beneficial ownership as a
group. As of October 17, 2006, only Gabe Hoffman beneficially owned
more than 5% of the outstanding common stock of the Company.
II-3
ACCIPITER LIFE SCIENCES FUND, LP
PROXY VOTING INSTRUCTION CARD
Your vote is important. Casting your vote in one of the three ways
described on this instruction card votes all shares of Common Stock of
Rural/Metro Corporation that you are entitled to vote.
Please consider the issues discussed in the proxy statement and cast
your vote:
VIA INTERNET
Accessing the World Wide Web site http://www.cesvote.com and follow the
instructions to vote via the internet.
BY PHONE
Using a touch-tone telephone to vote by phone toll free from the U.S.
or Canada. Simply dial 1-888-693-8683 and follow the instructions. When
you are finished voting, your vote will be confirmed, and the call will
end.
BY MAIL
Completing, dating, signing and mailing the GOLD proxy card in the
postage-paid envelope included with the proxy statement.
You can vote by phone or via the internet any time prior to 11:59 p.m.
Eastern Time, November 30, 2006. You will need the control number
printed at the top of this instruction card to vote by phone or via the
internet. If you do so, you do not need to mail in your proxy card.
FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR VOTED PROXY BY MAIL
- --------------------------------------------------------------------------------
PRELIMINARY COPY SUBJECT TO COMPLETION
GOLD PROXY
RURAL/METRO CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF ACCIPITER LIFE SCIENCES FUND, LP.
The undersigned hereby appoints GABE HOFFMAN and NICOLE VIGLUCCI, and
each of them, the attorneys and proxies of the undersigned, with full power of
substitution, to vote on behalf of the undersigned all the shares of stock of
RURAL/METRO CORPORATION (the "Company"), which the undersigned is entitled to
vote at the Annual Meeting of Stockholders of the Company to be held at East Via
de Ventura, Scottsdale, Arizona 85258, on December 1, 2006 at 3:00 P.M. (local
time) and at all adjournments or postponements thereof, hereby revoking any
proxy heretofore given with respect to such stock.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN AND IN THE DISCRETION OF THE AFOREMENTIONED PROXIES ON ALL OTHER MATTERS
WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY ADJOURNMENTS OR
POSTPONEMENTS THEREOF. IF NO INSTRUCTION TO THE CONTRARY IS INDICATED, THIS
PROXY WILL BE VOTED FOR ALL NOMINEES FOR DIRECTOR AND FOR ITEM 2.
(continued and to be signed on reverse side)
IMPORTANT:
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
IN THE ENCLOSED ENVELOPE!
FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR VOTED PROXY BY MAIL
- --------------------------------------------------------------------------------
ACCIPITER LIFE SCIENCES FUND, LP PLEASE MARK VOTE IN SQUARE IN THE
FOLLOWING MANNER USING DARK INK ONLY.
ACCIPITER LIFE SCIENCES FUND, LP RECOMMENDS A VOTE
FOR ALL NOMINEES FOR DIRECTOR AND FOR ITEM 2.
1. ELECTION OF DIRECTORS
|_| FOR ALL NOMINEES |_| WITHHOLD AUTHORITY
LISTED BELOW TO VOTE FOR
(EXCEPT AS MARKED ALL NOMINEES
TO THE CONTRARY BELOW) LISTED BELOW
(1) Gabe Hoffman, (2) Nicole Viglucci
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME IN THE SPACE
PROVIDED BELOW.)
Withhold Authority:
- -------------------------------------------------------
2. Proposal to ratify the appointment of
PricewaterhouseCoopers LLP as Rural/Metro Corporation's
independent registered public accounting firm for the
fiscal year ending June 30, 2007.
FOR |_| AGAINST |_| ABSTAIN |_|
I hereby authorize the Company's designated proxies to
vote, in their discretion, on such other business and
matters incident to the conduct of the meeting as may
properly come before the Annual Meeting or any
adjournments or postponements thereof.
Date , 2006
-------------------------------------------
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Signature
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Signature/Title
Please sign exactly as your name or names appear at the
left. Please return this proxy in the accompanying
business reply envelope even if you expect to attend in
person.
