-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wx7MLMjN7cm6kjik31Wk1Ka38i5uY4bExykPaOv9w5vgQHrseBJKEDvAtPA9ICHm H3zVGinyXRiOfcIRq2b1Qw== 0000921895-10-000023.txt : 20100106 0000921895-10-000023.hdr.sgml : 20100106 20100106142139 ACCESSION NUMBER: 0000921895-10-000023 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100106 DATE AS OF CHANGE: 20100106 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RURAL/METRO CORP /DE/ CENTRAL INDEX KEY: 0000906326 STANDARD INDUSTRIAL CLASSIFICATION: LOCAL & SUBURBAN TRANSIT & INTERURBAN HWY PASSENGER TRAINS [4100] IRS NUMBER: 860746929 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45613 FILM NUMBER: 10510983 BUSINESS ADDRESS: STREET 1: 9221 EAST VIA DE VENTURA CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 4806063886 MAIL ADDRESS: STREET 1: 9221 EAST VIA DE VENTURA CITY: SCOTTSDALE STATE: AZ ZIP: 85258 FORMER COMPANY: FORMER CONFORMED NAME: RURAL METRO CORP /DE/ DATE OF NAME CHANGE: 19930528 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ACCIPITER CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001280190 IRS NUMBER: 134220800 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127058700 MAIL ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: ACCIPITER CAPITAL MANAGEMENT DATE OF NAME CHANGE: 20040213 SC 13D/A 1 sc13da1206588004_01042010.htm AMENDMENT NO. 12 TO THE SCHEDULE 13D sc13da1206588004_01042010.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 12)1

Rural/Metro Corporation
(Name of Issuer)

Common Stock, $0.01 Par Value
(Title of Class of Securities)

781748108
(CUSIP Number)
 
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 4, 2010
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

CUSIP NO. 781748108
 
1
NAME OF REPORTING PERSON
 
ACCIPITER LIFE SCIENCES FUND, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
461,351
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
461,351
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
461,351
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.85%
14
TYPE OF REPORTING PERSON
 
PN

2

CUSIP NO. 781748108
 
1
NAME OF REPORTING PERSON
 
ACCIPITER LIFE SCIENCES FUND (OFFSHORE), LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
631,081
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
631,081
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
631,081
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.54%
14
TYPE OF REPORTING PERSON
 
CO

3

CUSIP NO. 781748108
 
1
NAME OF REPORTING PERSON
 
CANDENS CAPITAL, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
461,351
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
461,351
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
461,351
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.85%
14
TYPE OF REPORTING PERSON
 
OO

4

CUSIP NO. 781748108
 
1
NAME OF REPORTING PERSON
 
ACCIPITER CAPITAL MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
631,081
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
631,081
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
631,081
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.54%
14
TYPE OF REPORTING PERSON
 
OO

5

CUSIP NO. 781748108
 
1
NAME OF REPORTING PERSON
 
GABE HOFFMAN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,092,432
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,092,432
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,092,432
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.39%
14
TYPE OF REPORTING PERSON
 
IN

6

CUSIP NO. 781748108
 
The following constitutes Amendment No. 12 (“Amendment No. 12”) to the Schedule 13D filed by the undersigned.  This Amendment No. 12 amends the Schedule 13D as specifically set forth.
 
Item 3 is hereby amended and restated to read as follows:
 
The aggregate purchase price of the 461,351 Shares owned by ALS Fund is $1,231,144, including brokerage commissions.  The Shares owned by ALS Fund were acquired with partnership funds.
 
The aggregate purchase price of the 631,081 Shares owned by ALS Fund Offshore is $2,024,964, including brokerage commissions.  The Shares owned by ALS Fund Offshore were acquired using its working capital.
 
Item 5(a) is hereby amended and restated to read as follows:
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 24,889,105 Shares outstanding, which is the total number of Shares outstanding as of November 3, 2009 as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 9, 2009.
 
As of the close of business on January 5, 2010, ALS Fund beneficially owned 461,351 Shares, constituting approximately 1.85% of the Shares outstanding.  As the general partner of ALS Fund, Candens Capital may be deemed to beneficially own the 461,351 Shares owned by ALS Fund, constituting approximately 1.85% of the Shares outstanding.
 
As of the close of business on January 5, 2010, ALS Fund Offshore beneficially owned 631,081 Shares, constituting approximately 2.54% of the Shares outstanding.  As the investment manager of ALS Fund Offshore, Accipiter Management may be deemed to beneficially own the 631,081 Shares owned by ALS Fund Offshore, constituting approximately 2.54% of the Shares outstanding.
 
As the managing member of each of Accipiter Management and Candens Capital, Mr. Hoffman may be deemed to beneficially own 1,092,432 Shares collectively owned by the Accipiter Entities, constituting approximately 4.39% of the Shares outstanding.  Mr. Hoffman has sole voting and dispositive power with respect to the 1,092,432 Shares owned by the Accipiter Entities by virtue of his authority to vote and dispose of such Shares.
 
Item 5(c) is hereby amended to add the following:
 
Schedule A annexed hereto lists all transactions by the Reporting Persons since the filing of Amendment No. 11 to the Schedule 13D.  All of such transactions were effected in the open market unless otherwise noted.
 
Item 5(e) is hereby amended and restated to read as follows:
 
As of January 4, 2010, the Reporting Persons ceased to be the beneficial owners of more than 5% of the shares of Common Stock of the Issuer.
 
7

CUSIP NO. 781748108
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  January 6, 2010
ACCIPITER LIFE SCIENCES FUND, LP
   
 
By:
Candens Capital, LLC
its general partner
   
 
By:
/s/ Gabe Hoffman
   
Gabe Hoffman, Managing Member


 
ACCIPITER LIFE SCIENCES FUND (OFFSHORE), LTD.
   
 
By:
Accipiter Capital Management, LLC
its investment manager
   
 
By:
/s/ Gabe Hoffman
   
Gabe Hoffman, Managing Member


 
ACCIPITER CAPITAL MANAGEMENT, LLC
   
 
By:
/s/ Gabe Hoffman
   
Gabe Hoffman, Managing Member

 
CANDENS CAPITAL, LLC
   
 
By:
/s/ Gabe Hoffman
   
Gabe Hoffman, Managing Member


 
/s/ Gabe Hoffman
 
GABE HOFFMAN
 
8

CUSIP NO. 781748108
 
SCHEDULE A
 
TRANSACTIONS IN SHARES OF THE ISSUER SINCE THE FILING OF AMENDMENT NO. 11 TO THE SCHEDULE 13D
 
All transactions were effected in the open market unless otherwise noted.
 
Class
of Security
Quantity
Purchased/(Sold)
Price Per
Unit ($)
Date of
Purchase/Sale
 

Accipiter Life Sciences Fund, LP
 
Common Stock
(9,173)
 
5.7805
12/23/2009
Common Stock
(1,249)
 
5.8310
12/24/2009
Common Stock
(806)
 
5.9007
12/28/2009
Common Stock
(3,217)
 
5.9440
12/31/2009
Common Stock
(66,558)
 
5.8698
12/31/2009
Common Stock
(26,544)
 
6.2484
01/04/2010
Common Stock
(31,251)
 
6.4635
01/05/2010

 
Accipiter Life Sciences Fund (Offshore), Ltd.
 
Common Stock
(12,422)
 
5.7807
12/23/2009
Common Stock
(1,851)
 
5.8314
12/24/2009
Common Stock
(1,194)
 
5.9070
12/28/2009
Common Stock
(4,783)
 
5.9441
12/31/2009
Common Stock
(98,942)
 
5.8698
12/31/2009
Common Stock
(97,896)
 
6.2482
01/04/2010
Common Stock
(42,749)
 
6.4635
01/05/2010

 
Accipiter Capital Management, LLC
 
None
 
Candens Capital, LLC
 
None
 
Gabe Hoffman
 
None
 
9

 
 
 
 
 
 
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