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. ____)
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Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule14a-6(e)(2))
RURAL/METRO CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NOT APPLICABLE.
(NAME OF PERSON(S) FILING PROXY STATEMENT,
IF OTHER THAN THE REGISTRANT)
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The following is a press release issued by Rural/Metro Corporation on October
18, 2002.
CONTACT: Liz Merritt, Rural/Metro Corporation, (480) 606-3337
FD Morgen-Walke, Investor Relations
Jim Byers (investors), (415) 439-4504
Christopher Katis (media), (415) 439-4515
FOR IMMEDIATE RELEASE
RURAL/METRO RECEIVES FINAL APPROVAL FOR CONTINUED NASDAQ LISTING;
COMPANY FINALIZES AMENDED CREDIT FACILITY
SCOTTSDALE, ARIZ. (October 18, 2002) - Rural/Metro Corporation (Nasdaq:
RURLC), a leading national provider of medical transportation and fire
protection services, today announced it has achieved notable progress on several
important issues.
Jack Brucker, President and Chief Executive Officer, said, "Each of these
positive developments helps to pave the path toward future success by opening
the door to a variety of opportunities. We are proud of the progress we have
made and look forward to directing our full attention to enhancing our presence
as the country's leading provider of medical transportation and fire protection
services."
A summary of each development follows:
NASDAQ RE-AFFIRMS COMPANY'S SMALLCAP MARKET LISTING - The Nasdaq Stock
Market notified the company on Thursday that it has successfully met all
criteria for continued listing on the Nasdaq SmallCap Market. The decision
follows the company's filing of its fiscal year 2002 Form 10-K, which reflects
net income for the year of $3.9 million, before the effect of a cumulative
change in accounting principle. The letter "C", which has been appended to the
company's ticker symbol throughout its conditional listing period, will be
removed effective at the start of trading on Tuesday, October 22, 2002.
CREDIT FACILITY FINALIZED - The company announced on September 30, 2002
that it had reached agreement in principle to amend its credit facility with its
bank group. The facility has now been finalized, returning the company to full
covenant compliance and extending the loan maturity date to December 31, 2004.
The facility is unsecured, requires no principal amortization until maturity,
and is priced at an adjustable LIBOR-based rate payable monthly. Lenders have
received a grant of preferred shares representing a 10% equity stake in the
company. The preferred shares are automatically convertible, with stockholder
approval, to common shares.
FORM 10-K FILING IS AVAILABLE - The company recently filed its annual Form
10-K with the Securities and Exchange Commission, which is available online at
the company's website, www.ruralmetro.com, or through the SEC's website at
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www.sec.gov. The audited financial statements are consistent with the results
announced by the company on September 30, 2002.
NO "GOING CONCERN" MODIFICATION IN AUDIT OPINION - The report of the
company's current independent auditors on its fiscal 2002 audited financial
statements does not include an explanatory paragraph regarding the company's
ability to continue as a "going concern", unlike reports issued by the company's
prior independent auditors on its fiscal 2000 and 2001 financial statements.
Rural/Metro Corporation provides emergency and non-emergency ambulance
transportation, fire protection, and other safety services to municipal,
residential, commercial and industrial customers in approximately 400
communities throughout the United States.
EXCEPT FOR HISTORICAL INFORMATION HEREIN, THIS PRESS RELEASE CONTAINS
FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY. THESE RISKS AND UNCERTAINTIES INCLUDE,
AMONG OTHERS, THE SUFFICIENCY OF THE COMPANY'S CASH RESOURCES; THE ABILITY TO
SUSTAIN OPERATING CASH FLOW; SECURE NEW CONTRACTS; RETAIN EXISTING CONTRACTS;
IMPROVE EARNINGS AND OPERATING MARGINS; MAINTAIN COMPLIANCE WITH COVENANT AND
OTHER REQUIREMENTS OF ITS CREDIT FACILITY; AND EFFECTIVELY MANAGE COSTS RELATED
TO ITS INSURANCE COVERAGE. THE COMPANY DISCLAIMS ANY OBLIGATION TO UPDATE ITS
FORWARD-LOOKING STATEMENTS.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The Company intends to file a preliminary proxy statement regarding the
conversion proposal with the Securities and Exchange Commission, and it intends
to mail a definitive proxy statement to its stockholders regarding the proposal.
Investors and stockholders of the Company are urged to read the definitive proxy
statement when it becomes available because it will contain important
information about the Company and the proposal to convert the preferred shares
issued in connection with the Company's amended credit facility into common
shares. Investors and stockholders may obtain a free copy of the definitive
proxy statement (when it is available) and all of the Company's annual,
quarterly and special reports at the SEC's web site at www.sec.gov. The Company
and its executive officers and directors may be deemed to be participants in the
solicitation of proxies from the Company's stockholders in favor of the
conversion proposal. Information regarding the security ownership and other
interests of the Company's executive officers and directors will be included in
the definitive proxy statement.
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