OLSHAN OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP PARK AVENUE TOWER 65 EAST 55TH STREET NEW YORK, NEW YORK 10022 TELEPHONE: 212.451.2300 October 25, 2006 FACSIMILE: 212.451.2222 WWW.OLSHANLAW.COM DIRECT DIAL: 212-451-2333 EMAIL: SWOLOSKY@OLSHANLAW.COM BY EDGAR AND FEDEX Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Daniel F. Duchovny Re: Rural/Metro Corporation PREC14A filed October 17, 2006 FILE NO. 0-22056 ------------------------------ Dear Mr. Duchovny: We acknowledge receipt of the letter of comment dated October 23, 2006 from the Staff (the "Comment Letter") with regard to the above-referenced matter. We have reviewed the Comment Letter with Accipiter Life Sciences Fund, LP ("Accipiter") and provide the following supplemental response on its behalf. Unless otherwise indicated, the page references below are to the marked version of the enclosed paper copy of the Preliminary Schedule 14A filed on the date hereof. Capitalized terms used herein and not separately defined have the meanings given to them in the Preliminary Schedule 14A. Our responses are numbered to correspond to your comments. SCHEDULE 14A 1. PLEASE FILL IN THE BLANKS IN YOUR DOCUMENT. The disclosure has been added as requested. The only blanks remaining in the document are with respect to the approximate date that the Proxy Statement will first be furnished to stockholders. See pages 2 and 11 of Proxy Statement. REASONS WHY THE ACCIPITER GROUP IS CHALLENGING THE INCUMBENT DIRECTORS, PAGE 4 2. WE NOTE YOUR STATEMENT THAT ELECTING YOUR NOMINEES "REPRESENTS THE BEST MEANS FOR RURAL TO ENHANCE THE VALUE FOR ALL OF ITS STOCKHOLDERS." NEW JERSEY OFFICE 2001 ROUTE 46 / SUITE 202 PARSIPPANY, NEW JERSEY 07054 TELEPHONE: 973.331.7200 FACSIMILE: 973.331.7222PLEASE DISCLOSE HOW YOU INTEND TO ACCOMPLISH THIS. DO YOU HAVE ANY SPECIFIC PLANS TO ENHANCE VALUE? IF NOT, PLEASE STATE SO. The disclosure has been added as requested to provide how our nominees intend to enhance the value for all stockholders. See page 4 of Proxy Statement. 3. EACH STATEMENT OR ASSERTION OF OPINION OR BELIEF MUST BE CLEARLY CHARACTERIZED AS SUCH, AND A REASONABLE FACTUAL BASIS MUST EXIST FOR EACH SUCH OPINION OR BELIEF. SUPPORT FOR OPINIONS OR BELIEFS SHOULD BE SELF-EVIDENT, DISCLOSED IN THE PROXY STATEMENT OR PROVIDED TO THE STAFF ON A SUPPLEMENTAL BASIS. WE NOTE, FOR EXAMPLE: o YOUR BELIEF THAT THE COMPANY'S UNWILLINGNESS TO PROVIDE FINANCIAL GUIDANCE TO SECURITY HOLDERS AND ITS FEBRUARY 2006 REGISTRATION STATEMENT ADVERSELY AFFECTED THE STOCK PRICE; AND, o YOUR BELIEF THAT THE COMPANY'S STOCK IS UNDERVALUED AND THAT THE COMPANY WOULD BE AN ATTRACTIVE ACQUISITION CANDIDATE FOR EITHER A STRATEGIC OR FINANCIAL ACQUIRER. The disclosure has been revised as requested to provide the reasonable basis for such opinions or beliefs. Please see pages 4 and 5 of Proxy Statement. We also refer the Staff to the supplementally provided spreadsheet showing our projected EBITDA for the Company as compared to the rest of the healthcare industry. FORM OF PROXY 4. PLEASE REVISE THE FORM OF PROXY TO CLEARLY IDENTIFY IT AS BEING PRELIMINARY. SEE RULE 14A-6(E)(1) OF REGULATION 14A. The form of proxy has been revised to clearly identify it as being preliminary. Please see page 1 and the proxy card. * * * * * The Staff is invited to contact the undersigned with any comments or questions it may have. We would appreciate your prompt advice as to whether the Staff has any further comments. Very truly yours, /s/ Steven Wolosky Steven Wolosky Enclosure cc: Gabe Hoffman Nicole Viglucci ACKNOWLEDGMENT In connection with responding to the comments of the Staff of the Securities and Exchange Commission (the "Commission") relating to the Schedule 14A filed Accipiter Life Sciences Fund, LP on October 17, 2006 (as amended, the "Schedule 14A"), the undersigned acknowledges the following: o The undersigned is responsible for the adequacy and accuracy of the disclosure in the Schedule 14A. o Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Schedule 14A. o The undersigned may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Dated: October 25, 2006 ACCIPITER LIFE SCIENCES FUND, LP ACCIPITER LIFE SCIENCES FUND ACCIPITER LIFE SCIENCES FUND, LP (OFFSHORE), LTD. ACCIPITER LIFE SCIENCES FUND II (QP), ACCIPITER LIFE SCIENCES FUND II LP (OFFSHORE), LTD. By: Candens Capital, LLC By: Accipiter Capital Management, LLC its general partner its investment manager By: /s/ Gabe Hoffman By: /s/ Gabe Hoffman ---------------------------------- --------------------------------- Gabe Hoffman, Managing Member Gabe Hoffman, Managing Member ACCIPITER CAPITAL MANAGEMENT, LLC CANDENS CAPITAL, LLC By: /s/ Gabe Hoffman By: /s/ Gabe Hoffman ---------------------------------- --------------------------------- Gabe Hoffman, Managing Member Gabe Hoffman, Managing Member /s/ Gabe Hoffman /s/ Nicole Viglucci - -------------------------------------- ------------------------------------- GABE HOFFMAN NICOLE VIGLUCCI
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PRRN14A Filing
Accipiter Capital Management PRRN14ARevised preliminary proxy statement filed by non-management
Filed: 25 Oct 06, 12:00am