OLSHAN OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP PARK AVENUE TOWER 65 EAST 55TH STREET NEW YORK, NEW YORK 10022 TELEPHONE: 212.451.2300 November 22, 2006 FACSIMILE: 212.451.2222 WWW.OLSHANLAW.COM DIRECT DIAL: 212-451-2333 EMAIL: SWOLOSKY@OLSHANLAW.COM BY EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3628 Attn: Daniel F. Duchovny, Esq. Re: Rural/Metro Corporation ("Rural" or the "Company") Definitive Additional Materials filed November 14, 2006 File No. 0-22056 ------------------------------------------------------- Dear Mr. Duchovny: We acknowledge receipt of the letter of comment dated November 17, 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. Our responses are numbered to correspond to your comments. 1. WE NOTE YOUR STATEMENTS THAT RURAL/METRO CORPORATION "REFUSES TO FILE RESTATED HISTORICAL RESULTS ON FORM 8-K." PLEASE PROVIDE US SUPPLEMENTAL SUPPORT THAT DESCRIBES THE COMPANY'S OBLIGATIONS IN THIS RESPECT. IF THE COMPANY IS NOT REQUIRED TO MAKE THE REFERENCED FILINGS, PLEASE ENSURE THAT YOU PROVIDE ADDITIONAL CONTEXT IN FUTURE DISCLOSURE. REFER TO RULE 14A-9. Accipiter acknowledges your comments. Accipiter did not imply that the Company has an affirmative obligation to file restated historical results on Form 8-K; however, given the Company's quarterly recategorizing of certain of its operating results, Accipiter believed that the Company's stockholders would benefit from the Company filing its revised historical annual results on Form 8-K on a voluntary basis. The Staff is advised that Accipiter has previously communicated this belief to the Company. 2. WE NOTE YOUR STATEMENT THAT THE COMPANY FILE SEVERAL ANNUAL REPORTS AND ONE QUARTERLY REPORT LATE. IN FUTURE FILINGS, PLEASE PROVIDE ADDITIONAL NEW JERSEY OFFICE 2001 ROUTE 46 / SUITE 202 PARSIPPANY, NEW JERSEY 07054 TELEPHONE: 973.331.7200 FACSIMILE: 973.331.7222Securities and Exchange Commission November 22, 2006 Page 2 CONTEXT BY DISCLOSING THAT THE COMPANY FILED THOSE REPORTS WITHIN THE EXTENSION PERIOD PROVIDED FOR IN OUR RULES. Accipiter acknowledges your comments. 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 ASSERTION THAT THE COMPANY FOLLOWED A "DISASTROUS" ACQUISITION STRATEGY IN THE LATE 1990'S..." o YOUR ASSERTION THAT "IT IS OBVIOUS THAT RURAL HAS LONG-IGNORED PROPER CORPORATE GOVERNANCE:' o YOUR ASSERTION THAT "MANAGEMENT HAS TAKEN AN EXTREME POSITION BY REFUSING TO PROVIDE STOCKHOLDERS WITH ANY SPECIFIC FINANCIAL OUTLOOK, OR ANY ELEMENTS THEREOF." WITH RESPECT TO THE SECOND AND THIRD BULLET POINTS, PLEASE CONFIRM THAT IN FUTURE FILINGS YOU WILL PROVIDE ADDITIONAL CONTEXT THAT DESCRIBES WHETHER OTHER REPORTING ENTITIES IN GENERAL OR IN THE COMPANY'S INDUSTRY ACT SIMILARLY (I.E., WHAT IS PROPER CORPORATE GOVERNANCE AND PROVISION OF EARNINGS OUTLOOK?). Accipiter acknowledges your comments and confirms that, with respect to the second and third bullet points above, in future filings it will provide additional context that describes whether other reporting entities in general or in the company's industry act similarly. On a supplemental basis, we advise the Staff as set forth below: (a) YOUR ASSERTION THAT THE COMPANY FOLLOWED A "DISASTROUS" ACQUISITION STRATEGY IN THE LATE 1990'S..." Accipiter believes that the factual information provided in its presentation materials following its assertion that the Company's acquisition strategy was disastrous supports such assertion. The stock performance graphs included in Accipiter's presentation materials showed how the price of the Company's common stock decreased significantly as the Company carried out its acquisition strategy of the late 1990s. The Staff is advised that further support for such assertions can be found in the Company's periodic filings with the Commission. For example, the Company reported that it believed that the significant increases in its accounts receivable was "related significantly to acquisition activity and to recent revenue growth." (Form 10-K for year ended June 30, 1998) "In addition, the Company believes certain transitional aspects of the integration of acquired companies into the Company's centralized billing and collection function has resulted in increases in the amount and age of accounts receivable during the transition period." (Id.) * * * * * Securities and Exchange Commission November 22, 2006 Page 3 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
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Accipiter Capital Management CORRESPCorrespondence with SEC
Filed: 22 Nov 06, 12:00am