UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 18, 2005
__________________
RURAL/METRO CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-22056 86-0746929
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
9221 East Via de Ventura
Scottsdale, Arizona
85258
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code: (480) 606-3886
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets.
Effective April 18, 2005, the Area Metropolitan Ambulance Authority
d/b/a MedStar ("MedStar") for metropolitan Forth Worth, Texas and Rural/Metro
Corporation, a Delaware corporation (the "Company"), mutually agreed that the
Company would discontinue its operations in metropolitan Fort Worth. The
Company, acting through one of its subsidiaries, will continue to provide
service to the metropolitan Fort Worth, Texas area until April 30, 2005. The
Company provides emergency and non-emergency ambulance services to the Forth
Worth area using ambulances, equipment and other assets of MedStar. MedStar is
obligated to pay the Company for its services through April 30, 2005. The
Company is not required to pay a termination fee in connection with its
discontinuation of service, and MedStar is obligated to return the letter of
credit that was furnished to MedStar by the Company as a performance security.
Assets of the Company not otherwise sold to MedStar generally will not be
disposed of by the Company, but instead will be redeployed in other Company
operations. In addition, the Company understands that the majority of its
current employees serving the Fort Worth area will be offered employment with
MedStar.
The results of this service area will be included in discontinued
operations beginning with filings made for the quarter ended June 30, 2005. The
assets related to the service area totaled $2.6 million (primarily consisting of
accounts receivable of $0.9 million and a cash collateralized letter of credit
in the amount of $1.0 million) or 1.3% of total assets of the Company at
December 31, 2004.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Pro Forma Financial Information.
The required pro forma financial information is included as Exhibit
99.1 to this Report.
(c) Exhibits.
Exhibit No. Description
----------- -----------
99.1 Pro forma financial statements of Rural/Metro
Corporation
99.2 Press release, dated April 18, 2005
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RURAL/METRO CORPORATION
Date: April 22, 2005 By: /s/ Michael S. Zarriello
---------------------------
Michael S. Zarriello
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Pro forma financial statements of Rural/Metro
Corporation
99.2 Press release, dated April 18, 2005
4