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. ) Filed by the Registrant /_/ Filed by a Party other than the Registrant /X/ Check the appropriate box: /_/ Preliminary Proxy Statement /_/ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) /X/ Definitive Proxy Statement /_/ Definitive Additional Materials /_/ Soliciting Material Under Rule 14a-12 RURAL/METRO CORPORATION - -------------------------------------------------------------------------------- (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 - -------------------------------------------------------------------------------- (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: - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- (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): - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- (5) Total fee paid: - -------------------------------------------------------------------------------- /_/ Fee paid previously with preliminary materials: - -------------------------------------------------------------------------------- /_/ 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: - -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: - -------------------------------------------------------------------------------- (3) Filing Party: - -------------------------------------------------------------------------------- (4) Date Filed: ACCIPITER LIFE SCIENCES FUND, LP October 31, 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 31, 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, /s/ Gabe Hoffman Gabe Hoffman Accipiter Life Sciences Fund, LP - -------------------------------------------------------------------------------- IF YOU HAVE ANY QUESTIONS, REQUIRE ASSISTANCE IN VOTING YOUR GOLD PROXY CARD, OR NEED ADDITIONAL COPIES OF ACCIPITER LIFE SCIENCES' 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 - -------------------------------------------------------------------------------- -2- 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 31, 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. -2- 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 -3- 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. -4- 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 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. -5- 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. -6- 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 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. -7- 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. -8- 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 "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 Abstentions will count as Votes Present for the purpose of determining whether a quorum is present. Abstentions 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. DISCRETIONARY VOTING Shares held in "street name" and held of record by banks, brokers or nominees may not be voted by such banks, brokers or nominees unless the beneficial owners of such shares provide them with instructions on how to vote. 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 -9- 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. 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 -10- 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 -11- 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 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. -12- 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 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 25, 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 -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 IMPORTANT Tell your Board what you think! Your vote is important. No matter how many Shares you own, please give Accipiter Life Sciences your proxy FOR the election of Accipiter Life Sciences' Nominees by taking three steps: o SIGNING the enclosed GOLD proxy card, o DATING the enclosed GOLD proxy card, and o MAILING the enclosed GOLD proxy card TODAY in the envelope provided (no postage is required if mailed in the United States). If any of your Shares are held in the name of a brokerage firm, bank, bank nominee or other institution, 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 the GOLD proxy card representing your Shares. Accipiter Life Sciences urges you to confirm in writing your instructions to Accipiter Life Sciences in care of MacKenzie Partners, Inc. at the address provided below so that Accipiter Life Sciences will be aware of all instructions given and can attempt to ensure that such instructions are followed. If you have any questions or require any additional information concerning this Proxy Statement, please contact MacKenzie Partners, Inc. at the address set forth below. 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 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 - -------------------------------------------------------------------------------- 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 Accipiter Life Sciences Fund, LP'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 ------------------------------------------- ------------------------------------------------------ Signature ------------------------------------------------------ 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.
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DEFC14A Filing
Accipiter Capital Management DEFC14AProxy in contested solicitation
Filed: 30 Oct 06, 12:00am