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: 973.331.7222
Securities 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
