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: 973.331.7222
PLEASE 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
