sec document

-----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, TGx7sAvV8qX5Q0LExTp6uoZBEkBS8YMRntTOLMzO68hmFBVoElkUnt2waUdi/r9r 7PoYY3zIfsXd7luZQaTXsA== 0000921895-07-002305.txt : 20071004 0000921895-07-002305.hdr.sgml : 20071004 20071004171430 ACCESSION NUMBER: 0000921895-07-002305 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20071004 DATE AS OF CHANGE: 20071004 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: 071157401 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 sc13da706588004_10032007.htm sec document



                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 --------------

                                  SCHEDULE 13D
                                 (RULE 13d-101)
             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)

                              (Amendment No. 7)(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)

                               October 3, 2007
                               ---------------
           (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 Rule  13d-1(e),  13d-1(f)  or  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 Rule 13d-7 for other
parties to whom copies are to be sent.

                         (Continued on following pages)
                              (Page 1 of 22 Pages)


- ------------
(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 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                   13D                    Page 2 of 22 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    ACCIPITER LIFE SCIENCES FUND, LP
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  745,595
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              745,595
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    745,595
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    3.02%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    PN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 3 of 22 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    ACCIPITER LIFE SCIENCES FUND (OFFSHORE), LTD.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  749,867
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              749,867
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    749,867
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    3.04%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    CO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 4 of 22 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    ACCIPITER LIFE SCIENCES FUND II, LP
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  534,951
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              534,951
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    534,951
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    2.17%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    PN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 5 of 22 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    ACCIPITER LIFE SCIENCES FUND II (OFFSHORE), LTD.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  1,059,333
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              1,059,333
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    1,059,333
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    4.29%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    CO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 6 of 22 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    ACCIPITER LIFE SCIENCES FUND II (QP), LP
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  611,901
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              611,901
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    611,901
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    2.48%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    PN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 7 of 22 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    CANDENS CAPITAL, LLC
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  1,892,447
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              1,892,447
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    1,892,447
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    7.67%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    OO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 8 of 22 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    ACCIPITER CAPITAL MANAGEMENT, LLC
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  1,809,200
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              1,809,200
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    1,809,200
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    7.33%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    OO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 9 of 22 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    GABE HOFFMAN
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  3,701,647
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              3,701,647
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    3,701,647
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    14.99%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 10 of 22 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    EUGENE I. DAVIS
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*


- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    - 0 -
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    0%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 11 of 22 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    EARL P. HOLLAND
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*


- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    - 0 -
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    0%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 12 of 22 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    MOHSIN Y. MEGHJI
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*


- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    - 0 -
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    0%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 13 of 22 Pages
- ----------------------                                    ----------------------


      The following  constitutes  Amendment  No. 7 ("Amendment  No. 7") to the
Schedule  13D  filed by the  undersigned.  This  Amendment  No. 7  amends  the
Schedule 13D as specifically set forth.

      Item 2 is hereby amended and restated as follows:

            (a) This statement is jointly filed by Accipiter Life Sciences Fund,
LP, a Delaware limited  partnership  ("ALS Fund"),  Accipiter Life Sciences Fund
(Offshore), Ltd., a Cayman Islands company ("ALS Fund Offshore"), Accipiter Life
Sciences Fund II, LP, a Delaware limited partnership ("ALS Fund II"),  Accipiter
Life Sciences Fund II (Offshore),  Ltd., a Cayman Islands  company ("ALS Fund II
Offshore"),  Accipiter  Life  Sciences  Fund II  (QP),  LP, a  Delaware  limited
partnership  ("ALS Fund II QP") (together with ALS Fund, ALS Fund Offshore,  ALS
Fund  II,  ALS Fund II  Offshore,  ALS Fund II QP,  the  "Accipiter  Entities"),
Accipiter  Capital  Management,   LLC,  a  Delaware  limited  liability  company
("Accipiter  Management"),  Candens Capital,  LLC, a Delaware limited  liability
company ("Candens Capital"),  Gabe Hoffman, Eugene I. Davis, Earl P. Holland and
Mohsin Y. Meghji.  Each of the foregoing is referred to as a "Reporting  Person"
and  collectively as the "Reporting  Persons." Each of the Reporting  Persons is
party to that  certain  Joint  Filing  and  Solicitation  Agreement  as  further
described in Item 6.  Accordingly,  the  Reporting  Persons are hereby  filing a
joint Schedule 13D.

            Candens Capital is the general partner of each of ALS Fund, ALS Fund
II and ALS Fund II QP. Accipiter Management is the investment adviser of each of
ALS Fund Offshore and ALS Fund II Offshore.  Gabe Hoffman is the managing member
of each of Candens Capital and Accipiter Management.  By virtue of his positions
with Candens Capital and Accipiter Management, Mr. Hoffman has the power to vote
and dispose of the Shares owned by the Accipiter Entities.

            (b) The principal business address of each of ALS Fund, ALS Fund II,
ALS Fund II QP,  Candens  Capital,  Accipiter  Management and Mr. Hoffman is 399
Park  Avenue,  38th Floor,  New York,  New York 10022.  The  principal  business
address of ALS Fund  Offshore  and ALS Fund II Offshore  is c/o Ogier  Fiduciary
Services (Cayman) Limited, Queensgate House, South Church Street, P.O. Box 1234,
George Town,  Grand Cayman,  Cayman  Islands.  The officers and directors of ALS
Fund  Offshore  and ALS Fund II Offshore  and their  principal  occupations  and
business  addresses  are set  forth  on  Schedule  B to  Amendment  No. 6 to the
Schedule 13D and incorporated herein by reference in this Item 2.

            The  principal  business  address  of  Mr.  Davis  is  c/o  PIRINATE
Consulting Group, L.L.C., 5 Canoe Brook Drive, Livingston, New Jersey 07038.

            The  principal  business  address of Mr.  Holland is c/o Accipiter
Capital Management, LLC, 399 Park Avenue, 38th Floor, New York, New York 10022

            The principal  business address of Mr. Meghji is c/o Loughlin Meghji
+ Company, 148 Madison Avenue, New York, New York 10016-6700.

            (c) The  principal  business  of each of the  Accipiter  Entities is
investing in securities.  The principal business of Candens Capital is acting as
the  general  partner  of each of ALS Fund,  ALS Fund II and ALS Fund II QP. The



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 14 of 22 Pages
- ----------------------                                    ----------------------


principal  business of Accipiter  Management is acting as the investment adviser
of ALS Fund Offshore and ALS Fund II Offshore.  The principal  occupation of Mr.
Hoffman  is acting  as  managing  member of  Accipiter  Management  and  Candens
Capital.  The  principal  occupation of Mr. Meghji is as a Principal of Loughlin
Meghji + Company,  a New York based  financial  advisory  firm  specializing  in
advising  management,  investors and lenders.  The  principal  occupation of Mr.
Davis is  serving  as the  Chairman  and Chief  Executive  Officer  of  PIRINATE
Consulting Group, L.L.C. Mr. Holland is retired.

            (d) No  Reporting  Person,  nor any person  listed on  Schedule B to
Amendment  No. 6 to the Schedule 13D,  incorporated  herein by reference in this
Item 2, annexed  hereto,  has,  during the last five years,  been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).

            (e) No  Reporting  Person, nor  any person  listed on  Schedule B to
Amendment  No. 6 to the Schedule 13D,  incorporated  herein by reference in this
Item 2, has, during the last five years,  been party to a civil  proceeding of a
judicial or  administrative  body of competent  jurisdiction  and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.

            (f) Each of Messrs.  Hoffman, Davis, Holland and Meghji is a citizen
of the United States of America.

      Item 4 is hereby amended to add the following:

            On  October  4,  2007,  ALS Fund  delivered  a letter to the  Issuer
nominating Eugene I. Davis, Earl P. Holland and Mohsin Y. Meghji (together,  the
"Nominees"),  as set  forth  therein,  for  election  to the  Issuer's  Board of
Directors  at the Issuer's  2007 annual  meeting of  stockholders,  or any other
meeting  of   stockholders   held  in  lieu  thereof,   and  any   adjournments,
postponements,  reschedulings or continuations  thereof (the "Annual  Meeting").
This letter  supersedes the letter to the Issuer dated August 30, 2007 notifying
the Issuer of ALS Fund's  nomination  of  directors  for  election at the Annual
Meeting.  A copy of the  letter  is  attached  hereto  as  Exhibit  99.2  and is
incorporated herein by reference.

      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  24,679,103  Shares  outstanding,  which is the total
number  of Shares  outstanding  as of May 7, 2007 as  reported  in the  Issuer's
Quarterly  Report  on Form  10-Q as  filed  with  the  Securities  and  Exchange
Commission on May 10, 2007.

      As of the close of business on October 3, 2007,  ALS Fund, ALS Fund II and
ALS Fund II QP  beneficially  owned 745,595  Shares,  534,951 Shares and 611,901
Shares,  respectively,  constituting approximately 3.02%, 2.17% and 2.48% of the
Shares  outstanding,  respectively.  As the general partner of each of ALS Fund,
ALS Fund II and ALS Fund II QP,  Candens  Capital may be deemed to  beneficially
own the 1,892,447  Shares  collectively  owned by ALS Fund,  ALS Fund II and ALS
Fund II QP, constituting approximately 7.67% of the Shares outstanding.



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 15 of 22 Pages
- ----------------------                                    ----------------------


      As of the close of business on October 3, 2007,  ALS Fund Offshore and ALS
Fund II  Offshore  beneficially  owned  749,867  Shares  and  1,059,333  Shares,
respectively,   constituting   approximately  3.04%  and  4.29%  of  the  Shares
outstanding,  respectively.  As the  investment  manager  of  each  of ALS  Fund
Offshore  and ALS  Fund II  Offshore,  Accipiter  Management  may be  deemed  to
beneficially  own the 1,809,200 Shares  collectively  owned by ALS Fund Offshore
and  ALS  Fund II  Offshore,  constituting  approximately  7.33%  of the  Shares
outstanding.

      As the  managing  member  of  each of  Accipiter  Management  and  Candens
Capital,  Mr.  Hoffman  may be  deemed  to  beneficially  own  3,701,647  Shares
collectively owned by the Accipiter Entities,  constituting approximately 14.99%
of the Shares  outstanding.  Mr. Hoffman has sole voting and  dispositive  power
with respect to the 3,701,647  Shares owned by the Accipiter  Entities by virtue
of his authority to vote and dispose of such Shares.

      Currently, none of Messrs. Davis, Holland or Meghji owns any Shares.

      Item 6 is hereby amended to add the following:

            On October 3,  2007,  the  Reporting  Persons  entered  into a Joint
Filing and Solicitation  Agreement in which, among other things, (a) the parties
agreed to the joint filing on behalf of each of them of  statements  on Schedule
13D with  respect to the  securities  of the Issuer,  (b) the parties  agreed to
solicit  proxies or written  consents for the election of the  Nominees,  or any
other person(s) nominated by ALS Fund, to the Issuer's Board of Directors at the
Annual  Meeting  (the  "Solicitation"),  and (c) ALS  Fund  agreed  to bear  all
expenses  incurred  in  connection  with  the  Reporting  Persons'   activities,
including  approved  expenses  incurred by any of the parties in connection with
the Solicitation, subject to certain limitations. A copy of the Joint Filing and
Solicitation  Agreement is attached  hereto as Exhibit 99.2 and is  incorporated
herein by reference.

      Pursuant to a letter  agreement,  ALS Fund has agreed to indemnify each of
Messrs.  Davis,  Holland and Meghji against claims arising from the solicitation
of proxies from the Issuer's stockholders in connection with the Annual Meeting.
Each of Messrs. Davis, Holland and Meghji's  indemnification  letter is attached
hereto as an exhibit and is incorporated herein by reference.

      Item 7 is hereby amended to add the following exhibits:

            99.1. Letter from  Accipiter  Life Sciences  Fund, LP to the Issuer,
                  dated August 30, 2007, nominating directors.

            99.2. Joint Filing and Solicitation Agreement by and among Accipiter
                  Life  Sciences   Fund,   LP,   Accipiter  Life  Sciences  Fund
                  (Offshore),   Ltd.,  Accipiter  Life  Sciences  Fund  II,  LP,
                  Accipiter  Life Sciences Fund II (Offshore),  Ltd.,  Accipiter
                  Life Sciences Fund II (QP), LP, Accipiter Capital  Management,
                  LLC, Candens Capital, LLC, Gabe Hoffman, Eugene I. Davis, Earl
                  P. Holland and Mohsin Y. Meghji, dated October 3, 2007.



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 16 of 22 Pages
- ----------------------                                    ----------------------


            99.3. Indemnification Letter Agreement by and between Accipiter Life
                  Sciences Fund, LP and Eugene I. Davis, dated October 3, 2007.

            99.4. Indemnification Letter Agreement by and between Accipiter Life
                  Sciences Fund, LP and Earl P. Holland, dated October 3, 2007.

            99.5. Indemnification Letter Agreement by and between Accipiter Life
                  Sciences Fund, LP and Mohsin Y. Meghji, dated October 3, 2007.



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 17 of 22 Pages
- ----------------------                                    ----------------------


                                   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: October 4, 2007                   ACCIPITER LIFE SCIENCES FUND, LP

                                         By: Candens Capital, LLC
                                             its general partner

                                         By: /s/ Gabe Hoffman
                                             -----------------------------------
                                             Gabe Hoffman, Managing Member


                                         ACCIPITER LIFE SCIENCES FUND II, LP

                                         By: Candens Capital, LLC
                                             its general partner

                                         By: /s/ Gabe Hoffman
                                             -----------------------------------
                                             Gabe Hoffman, Managing Member


                                         ACCIPITER LIFE SCIENCES FUND II (QP),
                                         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 LIFE SCIENCES FUND II
                                         (OFFSHORE), LTD.

                                         By: Accipiter Capital Management, LLC
                                             its investment manager

                                         By: /s/ Gabe Hoffman
                                             -----------------------------------
                                             Gabe Hoffman, Managing Member



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 18 of 22 Pages
- ----------------------                                    ----------------------


                                         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



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 19 of 22 Pages
- ----------------------                                    ----------------------


                                         /s/ Eugene I. Davis
                                         ---------------------------------------
                                         EUGENE I. DAVIS



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 20 of 22 Pages
- ----------------------                                    ----------------------


                                         /s/ Earl P. Holland
                                         ---------------------------------------
                                         EARL P. HOLLAND



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 21 of 22 Pages
- ----------------------                                    ----------------------


                                         /s/ Mohsin Y. Meghji
                                         ---------------------------------------
                                         MOHSIN Y. MEGHJI



- ----------------------                                    ----------------------
CUSIP No. 781748108                   13D                    Page 22 of 22 Pages
- ----------------------                                    ----------------------


                                  EXHIBIT INDEX
                                  -------------

Exhibit                                                          Exhibit Number
- -------                                                          --------------

Letter from  Accipiter Life Sciences Fund, LP to the Issuer,          99.1
dated October 3, 2007, nominating directors.

Joint Filing and Solicitation Agreement by and among                  99.2
Accipiter Life Sciences Fund, LP, Accipiter Life Sciences
Fund (Offshore), Ltd., Accipiter Life Sciences Fund II, LP,
Accipiter Life Sciences Fund II (Offshore), Ltd., Accipiter
Life Sciences Fund II (QP), LP, Accipiter Capital
Management, LLC, Candens Capital, LLC, Gabe Hoffman, Eugene
I. Davis, Earl P. Holland and Mohsin Y. Meghji, dated
October 3, 2007.

Indemnification Letter Agreement by and between Accipiter             99.3
Life Sciences Fund, LP and Eugene I. Davis, dated October 3,
2007.

Indemnification Letter Agreement by and between Accipiter             99.4
Life Sciences Fund, LP and Earl P. Holland, dated October 3,
2007.

Indemnification Letter Agreement by and between Accipiter             99.5
Life Sciences Fund, LP and Mohsin Y. Meghji, dated October
3, 2007.

EX-99.1 2 ex991to13da706588004_100307.htm sec document


                                                                    Exhibit 99.1


                        ACCIPITER LIFE SCIENCES FUND, LP
                           399 Park Avenue, 38th Floor
                            New York, New York 10022


                                                                 October 3, 2007

BY FEDERAL EXPRESS AND FACSIMILE
- --------------------------------

Rural/Metro Corporation
9221 East Via De Ventura
Scottsdale, Arizona 85258
Attn: Corporate Secretary

      Re:   NOTICE OF NOMINATION FOR ELECTION AS DIRECTORS AT THE 2007 ANNUAL
            MEETING OF STOCKHOLDERS OF RURAL/METRO CORPORATION

Dear Sir or Madam:

      On  September  19,  2007,   Rural/Metro   Corporation  ("Rural")  publicly
announced for the first time that it had  scheduled  its 2007 annual  meeting of
stockholders for 3 p.m. on Thursday,  February 28, 2008. This letter shall serve
to satisfy the advance  notice  requirements  of Article II, Section 2.04 of the
Second Amended and Restated  Bylaws (the "Bylaws") of Rural as to the nomination
by Accipiter Life Sciences Fund, LP, a Delaware limited partnership  ("Accipiter
Life Sciences"), of three (3) nominees for election to the Board of Directors of
Rural (the "Rural Board") at the 2007 annual meeting of  stockholders  of Rural,
or any other meeting of stockholders held in lieu thereof, and any adjournments,
postponements,   reschedulings  or  continuations   thereof  (the  "2007  Annual
Meeting").  This  letter  supersedes  the letter to you dated  August  30,  2007
notifying Rural of Accipiter Life Sciences' nomination of directors for election
at the 2007 Annual Meeting.

      This letter, and all Exhibits attached hereto are collectively referred to
as the  "Notice."  Accipiter  Life Sciences is the  beneficial  owner of 745,595
shares of common stock, $.01 par value per share (the "Common Stock"), of Rural,
1,000 shares of which are held of record by Accipiter Life  Sciences.  Accipiter
Life Sciences Fund II, LP, a Delaware limited partnership ("ALSF II"), Accipiter
Life Sciences Fund (Offshore), Ltd., a Cayman Islands company ("ALSF Offshore"),
Accipiter  Life  Sciences Fund II  (Offshore),  Ltd., a Cayman  Islands  company
("ALSF II  Offshore"),  Accipiter  Life  Sciences  Fund II (QP),  LP, a Delaware
limited  partnership  ("ALSF  II QP"),  Accipiter  Capital  Management,  LLC,  a
Delaware limited  liability  company  ("Management"),  Candens  Capital,  LLC, a
Delaware limited liability company ("Candens") and Gabe Hoffman,  are affiliates
of  Accipiter  Life  Sciences  (together  with  Accipiter  Life  Sciences,   the
"Accipiter Group"). ALSF II, ALSF Offshore,  ALSF II Offshore and ALSF II QP are
the beneficial  owners of 534,951 shares,  749,867 shares,  1,059,333 shares and
611,901 shares of Common Stock, respectively.  As the general partner of each of
Accipiter  Life  Sciences,  ALSF II and ALSF II QP,  Candens  may be  deemed  to
beneficially  own the  1,892,447  shares  collectively  owned by Accipiter  Life
Sciences,  ALSF II and ALSF II QP.  As the  investment  manager  of each of ALSF
Offshore and ALSF II Offshore,  Management may be deemed to beneficially own the



1,809,200 shares  collectively  owned by ALSF Offshore and ALSF II Offshore.  As
the managing member of each of Candens and Management, Mr. Hoffman may be deemed
to be the beneficial owner of the 3,701,647 shares of Common Stock  beneficially
owned in the aggregate by Candens and Management. Through this Notice, Accipiter
Life Sciences hereby nominates and notifies you of its intent to nominate Eugene
Davis,  Mohsin Y. Meghji and Earl P. Holland as nominees (the  "Nominees") to be
elected to the Rural Board at the 2007 Annual  Meeting.  Accipiter Life Sciences
believes that the terms of three (3) Class I directors  currently serving on the
Rural Board expire at the 2007 Annual Meeting. To the extent there are in excess
of three (3)  vacancies  on the Rural Board to be filled by election at the 2007
Annual Meeting or Rural increases the size of the Rural Board above its existing
size, Accipiter Life Sciences reserves the right to nominate additional nominees
to be  elected  to the  Rural  Board  at the  2007  Annual  Meeting.  Additional
nominations made pursuant to the preceding sentence are without prejudice to the
position of Accipiter Life Sciences that any attempt to increase the size of the
current Rural Board or to  reconstitute  or reconfigure the classes on which the
current  directors  serve  constitutes  an  unlawful   manipulation  of  Rural's
corporate machinery. If this Notice shall be deemed for any reason by a court of
competent  jurisdiction to be ineffective with respect to any individual Nominee
at the 2007 Annual  Meeting,  or if any  individual  Nominee  shall be unable to
serve for any reason, this Notice shall continue to be effective with respect to
the  remaining  Nominee(s)  and as to any  replacement  Nominee(s)  selected  by
Accipiter Life Sciences.

      The  information  concerning  Accipiter  Life  Sciences  and the  Nominees
required by Article II, Section 2.04 of the Bylaws is set forth below:

      (i)      NAME, AGE AND BUSINESS AND RESIDENTIAL ADDRESS OF THE STOCKHOLDER
               WHO INTENDS TO MAKE THE  NOMINATION  AND OF THE PERSON OR PERSONS
               TO BE NOMINATED:

               Accipiter Life Sciences Fund, LP
               399 Park Avenue, 38th Floor
               New York, New York 10022

               Nominee
               Name and Age         Business Address                     Residence Address
               ------------         ----------------                     -----------------

               Earl P. Holland      c/o Accipiter Capital                15270 Kilbirnie Dr.
               (Age 62)             Management, LLC                      Fort Myers, FL 33912
                                    399 Park Avenue, 38th Floor
                                    New York, New York 10022

               Mohsin Y. Meghji     c/o Loughlin Meghji + Company        49 Carriage Road
               (Age 42)             148 Madison Avenue                   Roslyn, NY 11576
                                    New York, New York 10016-6700

               Eugene I. Davis      c/o PIRINATE Consulting              5 Canoe Brook Drive
               (Age 52)             Group, L.L.C.                        Livingston, New Jersey
                                    5 Canoe Brook Drive Livingston,      07038
                                    New Jersey 07038


                                       2


      (ii)     A  REPRESENTATION  THAT THE  STOCKHOLDER IS A HOLDER OF RECORD OF
               STOCK OF THE COMPANY ENTITLED TO VOTE AT SUCH MEETING AND INTENDS
               TO APPEAR IN PERSON OR BY PROXY AT THE  MEETING TO  NOMINATE  THE
               PERSON OR PERSONS SPECIFIED IN THE NOTICE:

               Accipiter Life Sciences  represents that it is a holder of record
               of stock of Rural entitled to vote at the 2007 Annual Meeting and
               intends  to  appear  in  person  or by proxy  at the 2007  Annual
               Meeting to nominate the persons specified in this Notice.

      (iii)    A DESCRIPTION OF ALL ARRANGEMENTS OR  UNDERSTANDINGS  BETWEEN THE
               STOCKHOLDER  AND EACH  NOMINEE  AND ANY OTHER  PERSON OR  PERSONS
               (NAMING SUCH PERSONS OR PERSONS) PURSUANT TO WHICH THE NOMINATION
               OR NOMINATIONS ARE TO BE MADE BY THE STOCKHOLDER:

               On  October 3,  2007,  Accipiter  Life  Sciences,  ALSF II,  ALSF
               Offshore, ALSF II Offshore, ALSF II QP, Management, Candens, Gabe
               Hoffman,  Eugene I. Davis,  Earl P.  Holland and Mohsin Y. Meghji
               (collectively,  the  "Group")  entered  into a Joint  Filing  and
               Solicitation  Agreement  in which,  among other  things,  (a) the
               parties  agreed to the joint  filing on behalf of each of them of
               statements  on Schedule  13D with  respect to the  securities  of
               Rural,  (b) the  parties  agreed to  solicit  proxies  or written
               consents for the election of the Nominees, or any other person(s)
               nominated by Accipiter Life  Sciences,  to the Rural Board at the
               2007 Annual Meeting (the "Solicitation"),  and (c) Accipiter Life
               Sciences agreed to bear all expenses  incurred in connection with
               the Group's  activities,  including approved expenses incurred by
               any of the parties in connection with the  Solicitation,  subject
               to certain limitations.

               Pursuant to letter  agreements  dated October 3, 2007,  Accipiter
               Life Sciences agreed to indemnify each of Messrs.  Davis, Holland
               and Meghji against claims arising from the  Solicitation  and any
               related transactions.

               Other  than  as  stated  above,  there  are  no  arrangements  or
               understandings  between  Accipiter Life Sciences and each Nominee
               or any other person or person  pursuant to which the  nominations
               described  herein are to be made,  other than the consents by the
               Nominees to serve as directors of Rural if elected as such at the
               2007   Annual   Meeting,   attached   hereto  as  Exhibit  A  and
               incorporated  herein  by  reference.  Reference  is  made  to the
               Schedule  13D,  as  amended,  filed  and  to be  filed  with  the
               Securities  and Exchange  Commission  by the members of the Group
               with respect to Rural for  additional  information  regarding the
               members of the Group.


                                       3


      (iv)     SUCH OTHER  INFORMATION  REGARDING EACH NOMINEE  PROPOSED BY SUCH
               STOCKHOLDER  AS  WOULD  BE  REQUIRED  TO BE  INCLUDED  IN A PROXY
               STATEMENT FILED PURSUANT TO THE PROXY RULES OF THE SECURITIES AND
               EXCHANGE COMMISSION,  HAD THE NOMINEE BEEN NOMINATED, OR INTENDED
               TO BE NOMINATED, BY THE BOARD OF DIRECTORS:

               EARL P.  HOLLAND  (AGE 62) served from 1981 to January  2001 in a
               number of  capacities,  and most recently as the Chief  Operating
               Officer and Vice Chairman, of Health Management Associates, Inc.,
               a hospital  company  operator  that  trades on the New York Stock
               Exchange.  He  retired  in  January  2001  and is  now a  private
               investor.  Mr. Holland  currently serves as a director and member
               of the  compensation  committee of Team Health, a private company
               in the business of supplying physician staffing for hospitals and
               military bases.  He is also a director of Orion Bancorp,  a large
               private bank in Florida,  where he serves as the chairman of each
               of the audit committee and compensation committee. Mr. Holland is
               also the Vice  Chairman of the board of directors of  Cornerstone
               National Insurance Co., a private  automobile  insurance company,
               and serves on its compensation  committee.  Mr. Holland is also a
               director  of Medical  Diagnostic  Technology,  a private  company
               specializing in early cancer detection.  Mr. Holland's  principal
               business address is c/o Accipiter  Capital  Management,  LLC, 399
               Park Avenue,  38th Floor,  New York, New York 10022.  Mr. Holland
               does not  beneficially  own, and has not purchased or sold during
               the  past two  years,  any  securities  of  Rural  and  disclaims
               beneficial  ownership  of the shares of Common Stock owned by the
               Accipiter Group.

               MOHSIN  Y.  MEGHJI  (AGE 42) is a  Principal  and  co-founder  of
               Loughlin Meghji + Company  ("LM+Co"),  a New York based financial
               advisory firm specializing in advising management,  investors and
               lenders.  LM+Co was founded in February 2002.  Prior to that, Mr.
               Meghji spent 11 years with the Global Corporate  Finance Group of
               Arthur  Andersen  LLP, most recently as a partner in the New York
               office.  From May 2002 to December 2004 upon its sale, Mr. Meghji
               served on the board of directors  of Mariner  Health Care Inc., a
               $1.5  billion  publicly-held,  integrated  health  care  services
               provider. He has also served on the board of directors of Cascade
               Timberlands  LLC and Dan River,  Inc., and currently  serves as a
               director of Anvil  Knitwear  Inc.  Mr.  Meghji  graduated  with a
               Bachelor of Business  Administration  from the Schulich School of
               Business  of York  University  in Canada  and has  completed  the
               Advanced  Corporate Finance Program at the INSEAD Business School
               in France.  The principal  business  address of Mr. Meghji is c/o
               Loughlin Meghji + Company, 148 Madison Avenue, New York, New York
               10016-6700.  Mr.  Meghji  does  not  beneficially  own,  has  not
               purchased or sold during the past two years,  any  securities  of
               Rural and disclaims  beneficial ownership of the shares of Common
               Stock owned by the Accipiter Group.


                                       4


               EUGENE I.  DAVIS (AGE 52) has  served as the  Chairman  and Chief
               Executive   Officer  of   PIRINATE   Consulting   Group,   L.L.C.
               ("PIRINATE"),  a  consulting  firm  specializing  in  turn-around
               management,  mergers  and  acquisitions  and  strategic  planning
               advisory  services,  since 1999.(1) He served as Chief  Operating
               Officer of Total-Tel  USA  Communications,  Inc.,  an  integrated
               telecommunications  provider, from 1998 to 1999. Mr. Davis served
               in various  capacities  including  as  director,  Executive  Vice
               President,  President and Vice Chairman of Emerson Radio Corp., a
               distributor of consumer electronics products,  from 1990 to 1997.
               He served in various  capacities  including as a director,  Chief
               Executive Officer and Vice Chairman of Sports Supply Chain, Inc.,
               a distributor of sporting goods and athletic equipment, from 1996
               to 1997. Prior to such time, Mr. Davis was an attorney in private
               practice.  Mr. Davis presently serves as Chairman of the Board of
               Atlas Air Worldwide Holdings, Inc. and Foamex International, Inc.
               Mr. Davis also serves as a Director of American Commercial Lines,
               Inc., Delta Air Lines, Inc., Knology, Inc., Medicor Ltd., Oglebay
               Norton  Company,   PRG  Schultz   International,   Inc.,  Silicon
               Graphics,  Inc.,  Footstar  Inc.  and  Pliant  Corporation.   The
               business address of Mr. Davis is c/o PIRINATE  Consulting  Group,
               L.L.C.,  5 Canoe Brook Drive,  Livingston,  New Jersey 07038. Mr.
               Davis does not beneficially own, has not purchased or sold during
               the  past two  years,  any  securities  of  Rural  and  disclaims
               beneficial  ownership  of the shares of Common Stock owned by the
               Accipiter Group.

            Name                         Beneficial Ownership
            ----                         --------------------

            Accipiter Life Sciences      745,595  shares of Common  Stock,  $.01 par value.

            Eugene I. Davis              None

            Mohsin Y. Meghji             None

            Earl P. Holland              None

               Other than as stated in (iii) above, there are no arrangements or
               understandings  between  Accipiter Life Sciences and each Nominee
               or any other person or persons  pursuant to which the nominations
               described  herein are to be made,  other than the consents by the
               Nominees to be named as a nominee in this Notice,  to be named as


- ------------
      (1) During the past five years,  serving as a consultant with PIRINATE has
been Mr.  Davis'  principal  occupation.  In his capacity as a  consultant  with
PIRINATE,  Mr.  Davis  has  served  during  the past five  years as a  director,
executive officer and/or liquidator of various companies,  especially distressed
companies involved in bankruptcy proceedings. During this time, a petition under
the federal bankruptcy laws or any state insolvency law was filed by or against,
or a receiver,  fiscal agent or similar officer was appointed by a court for the
business or property of Emerson Radio Corp. and RBX  Industries,  Inc.,  both of
which Mr. Davis  served as an executive  officer in his capacity as a crisis and
turn-around consultant with PIRINATE.


                                       5


               a nominee in any proxy statement filed by Accipiter Life Sciences
               in connection with the solicitation of Rural  stockholders and to
               serve as a director of Rural,  if so elected.  Such  consents are
               attached hereto as Exhibit A.

               None of Messrs.  Davis,  Holland or Meghji has  purchased or sold
               any securities of Rural during the past two years.

               Except  as set  forth  in this  Notice  (including  the  Exhibits
               attached  hereto),  (i) during the past 10 years,  no Nominee has
               been  convicted  in  a  criminal  proceeding  (excluding  traffic
               violations or similar misdemeanors);  (ii) no Nominee directly or
               indirectly  beneficially  owns any securities of Rural;  (iii) no
               Nominee  owns any  securities  of Rural which are owned of record
               but not  beneficially;  (iv) no Nominee has purchased or sold any
               securities of Rural during the past two years; (v) no part of the
               purchase  price or market value of the  securities of Rural owned
               by any Nominee is  represented  by funds  borrowed  or  otherwise
               obtained for the purpose of acquiring or holding such securities;
               (vi) no  Nominee  is, or within the past year was, a party to any
               contract,  arrangements  or  understandings  with any person with
               respect to any  securities of Rural,  including,  but not limited
               to, joint ventures,  loan or option arrangements,  puts or calls,
               guarantees  against  loss or  guarantees  of profit,  division of
               losses or profits, or the giving or withholding of proxies; (vii)
               no  associate  of any  Nominee  owns  beneficially,  directly  or
               indirectly,  any  securities  of Rural;  (viii) no  Nominee  owns
               beneficially,  directly  or  indirectly,  any  securities  of any
               parent or subsidiary  of Rural;  (ix) no Nominee or any of his or
               her  associates  was a party to any  transaction,  or  series  of
               similar transactions,  since the beginning of Rural's last fiscal
               year, or is a party to any  currently  proposed  transaction,  or
               series  of  similar  transactions,  to which  Rural or any of its
               subsidiaries  was  or is to  be a  party,  in  which  the  amount
               involved  exceeds  $120,000;  (x) no Nominee or any of his or her
               associates has any arrangement or  understanding  with any person
               with respect to any future employment by Rural or its affiliates,
               or with respect to any future  transactions to which Rural or any
               of its  affiliates  will or may be a party;  and (xi) no  person,
               including any of the Nominees,  who is a party to an  arrangement
               or  understanding  pursuant to which the Nominees are proposed to
               be elected has a  substantial  interest,  direct or indirect,  by
               security  holdings or  otherwise  in any matter to be acted on at
               the 2007 Annual  Meeting.  There are no material  proceedings  to
               which any Nominee or any of his  associates is a party adverse to
               Rural  or any  of its  subsidiaries  or has a  material  interest
               adverse to Rural or any of its subsidiaries. With respect to each
               of  the  Nominees,   none  of  the  events   enumerated  in  Item
               401(f)(1)-(6) of Regulation S-K of the Securities Exchange Act of
               1934 occurred during the past five years.


                                       6


      (v)      THE WRITTEN CONSENT OF EACH NOMINEE TO SERVE AS A DIRECTOR OF THE
               COMPANY IF SO ELECTED.

               Each of the  Nominees  has  consented to be named as a nominee in
               this  Notice,  to be named as a nominee  in any  proxy  statement
               filed  by  Accipiter   Life  Sciences  in  connection   with  the
               Solicitation  and to serve as a director of Rural, if so elected.
               Such consents are attached hereto as Exhibit A.


                                       7


      Please  address any  correspondence  to Accipiter  Life Sciences Fund, LP,
Attention:  Gabe Hoffman,  telephone  (212)  705-8700,  facsimile (212) 705-8750
(with a copy to our counsel,  Olshan  Grundman  Frome  Rosenzweig & Wolosky LLP,
Park Avenue Tower,  65 East 55th Street,  New York,  New York 10022,  Attention:
Steven Wolosky, Esq., telephone (212) 451-2333,  facsimile (212) 451-2222).  The
giving of this Notice is not an  admission  that any  purported  procedures  for
notice  concerning  the  nomination  of  directors to the Rural Board are legal,
valid or binding, and Accipiter reserves the right to challenge their validity.

                                  Very truly yours,

                                  ACCIPITER LIFE SCIENCES FUND, LP

                                  By: Candens Capital, LLC
                                  its general partner

                                  /s/ Gabe Hoffman
                                  ----------------------------------
                                  By: Gabe Hoffman, Managing Member


                                       8


                                    EXHIBIT A

                                NOMINEE CONSENTS





                                 EARL P. HOLLAND
                      C/O ACCIPITER CAPITAL MANAGEMENT LLC
                           399 PARK AVENUE, 38TH FLOOR
                            NEW YORK, NEW YORK 10022


                                                                 October 3, 2007

Rural/Metro Corporation
9221 East Via De Ventura
Scottsdale, Arizona 85258
Attn: Corporate Secretary

Dear Sir or Madam:

      You are hereby notified that the  undersigned  consents to (i) being named
as a nominee in the notice  provided by Accipiter  Life Sciences Fund, LP of its
intention to nominate the  undersigned as a director of Rural/Metro  Corporation
("Rural") at the 2007 annual  meeting of  stockholders,  or any other meeting of
stockholders  held  in  lieu  thereof,  and  any  adjournments,   postponements,
reschedulings or continuations thereof (the "Annual Meeting"),  (ii) being named
as a nominee in any proxy statement filed by Accipiter Life Sciences Fund, LP in
connection with the  solicitation of proxies or written consents for election of
the undersigned at the Annual Meeting,  and (iii) serving as a director of Rural
if elected at the Annual Meeting.

                                  Very truly yours,

                                  /s/ Earl P. Holland

                                  Earl P. Holland



                                MOHSIN Y. MEGHJI
                          C/O LOUGHLIN MEGHJI + COMPANY
                               148 MADISON AVENUE
                          NEW YORK, NEW YORK 10016-6700


                                                                 October 3, 2007

Rural/Metro Corporation
9221 East Via De Ventura
Scottsdale, Arizona 85258
Attn: Corporate Secretary

Dear Sir or Madam:

      You are hereby notified that the  undersigned  consents to (i) being named
as a nominee in the notice  provided by Accipiter  Life Sciences Fund, LP of its
intention to nominate the  undersigned as a director of Rural/Metro  Corporation
("Rural") at the 2007 annual  meeting of  stockholders,  or any other meeting of
stockholders  held  in  lieu  thereof,  and  any  adjournments,   postponements,
reschedulings or continuations thereof (the "Annual Meeting"),  (ii) being named
as a nominee in any proxy statement filed by Accipiter Life Sciences Fund, LP in
connection with the  solicitation of proxies or written consents for election of
the undersigned at the Annual Meeting,  and (iii) serving as a director of Rural
if elected at the Annual Meeting.

                                  Very truly yours,

                                  /s/ Mohsin Y. Meghji

                                  Mohsin Y. Meghji



                                 EUGENE I. DAVIS
                      C/O PIRINATE CONSULTING GROUP, L.L.C.
                               5 CANOE BROOK DRIVE
                          LIVINGSTON, NEW JERSEY 07038


                                                                 October 3, 2007

Rural/Metro Corporation
9221 East Via De Ventura
Scottsdale, Arizona 85258
Attn: Corporate Secretary

Dear Sir or Madam:

      You are hereby notified that the  undersigned  consents to (i) being named
as a nominee in the notice  provided by Accipiter  Life Sciences Fund, LP of its
intention  to nominate the  undersigned  as a director  Rural/Metro  Corporation
("Rural") at the 2007 annual  meeting of  stockholders,  or any other meeting of
stockholders  held  in  lieu  thereof,  and  any  adjournments,   postponements,
reschedulings or continuations thereof (the "Annual Meeting"),  (ii) being named
as a nominee in any proxy statement filed by Accipiter Life Sciences Fund, LP in
connection with the  solicitation of proxies or written consents for election of
the undersigned at the Annual Meeting,  and (iii) serving as a director of Rural
if elected at the Annual Meeting.

                                  Very truly yours,

                                  /s/ Eugene I. Davis

                                  Eugene I. Davis

EX-99.2 3 ex992to13da706588004_100307.htm sec document


                                                                    Exhibit 99.2


                     JOINT FILING AND SOLICITATION AGREEMENT

      WHEREAS,   certain  of  the  undersigned  are   stockholders,   direct  or
beneficial, of Rural/Metro Corporation, a Delaware corporation ("Rural");

      WHEREAS,  Accipiter Life Sciences Fund, LP, a Delaware limited partnership
("Accipiter  Life  Sciences"),  Accipiter  Life Sciences Fund II, LP, a Delaware
limited partnership ("ALSF II"), Accipiter Life Sciences Fund (Offshore),  Ltd.,
a Cayman  Islands  company  ("ALSF  Offshore"),  Accipiter Life Sciences Fund II
(Offshore), Ltd., a Cayman Islands company ("ALSF II Offshore"),  Accipiter Life
Sciences  Fund II (QP),  LP, a  Delaware  limited  partnership  ("ALSF  II QP"),
Accipiter  Capital  Management,   LLC,  a  Delaware  limited  liability  company
("Management"),  Candens  Capital,  LLC, a Delaware  limited  liability  company
("Candens"),  Gabe Hoffman,  Eugene Davis,  Mohsin Y. Meghji and Earl P. Holland
wish to form a group for the purpose of seeking  representation  on the Board of
Directors of Rural;

      WHEREAS,  Accipiter Life Sciences intends to nominate Eugene Davis, Mohsin
Y.  Meghji  and Earl P.  Holland  as  nominees  to be  elected  to the  Board of
Directors of Rural at the 2007 annual meeting of  stockholders  of Rural, or any
other  meeting  of  stockholders  held in lieu  thereof,  and any  adjournments,
postponements, reschedulings or continuations thereof (the "Annual Meeting").

      NOW, IT IS AGREED, this 3rd day of October 2007 by the parties hereto:

            1. In accordance  with Rule  13d-1(k)(1)(iii)  under the  Securities
Exchange Act of 1934, as amended,  each of the  undersigned  (collectively,  the
"Group")  agrees to the joint filing on behalf of each of them of  statements on
Schedule 13D with respect to the  securities of Rural.  Each member of the Group
shall be responsible for the accuracy and completeness of his/her own disclosure
therein.

            2. So long as this agreement is in effect,  each of the  undersigned
shall provide written notice to Olshan  Grundman Frome  Rosenzweig & Wolosky LLP
("Olshan") of (i) any of their  purchases or sales of  securities  of Rural;  or
(ii) any  securities  of Rural over which they acquire or dispose of  beneficial
ownership.  Notice  shall  be  given no later  than 24  hours  after  each  such
transaction.

            3. Each of the  undersigned  agrees to  solicit  proxies  or written
consents for the election of Eugene Davis, Mohsin Y. Meghji and Earl P. Holland,
or any other  person(s)  nominated by Accipiter Life  Sciences,  to the Board of
Directors of Rural at the Annual Meeting.

            4. Accipiter Life Sciences  agrees to bear all expenses  incurred in
connection with the Group's  activities,  including  expenses incurred by any of
the parties in a solicitation  of proxies or written  consents by the members of
the Group in connection with the Annual Meeting.  Notwithstanding the foregoing,
Accipiter  Life  Sciences  shall not be required to reimburse  any party for (i)
out-of-pocket  expenses  incurred by a party in the  aggregate in excess of $250
without Accipiter Life Sciences' prior written  approval;  (ii) the value of the
time of any party;  (iii) legal fees incurred  without  Accipiter Life Sciences'
prior  written  approval;  or (iv) the costs of any counsel,  other than Olshan,
employed  in  connection  with any  pending  or  threatened  litigation  without
Accipiter Life Sciences' prior written approval.



            5. The  relationship  of the  parties  hereto  shall be  limited  to
carrying  on the  business  of the  Group in  accordance  with the terms of this
Agreement.  Such  relationship  shall be construed and deemed to be for the sole
and limited  purpose of carrying on such business as described  herein.  Nothing
herein  shall be  construed  to  authorize  any party to act as an agent for any
other party,  or to create a joint venture or  partnership,  or to constitute an
indemnification.  Nothing herein shall restrict any party's right to purchase or
sell  securities  of  Rural,  as  he/she  deems  appropriate,  in  his/her  sole
discretion,  provided  that  all such  sales  are  made in  compliance  with all
applicable securities laws.

            6. This  Agreement  may be executed in  counterparts,  each of which
shall be deemed an original and all of which,  taken together,  shall constitute
but one and the same  instrument,  which may be  sufficiently  evidenced  by one
counterpart.

            7. In the event of any dispute arising out of the provisions of this
Agreement,  the parties hereto consent and submit to the exclusive  jurisdiction
of the Federal and State Courts in the State of New York.

            8. Any party hereto may terminate his or her obligations  under this
agreement at any time on 24 hours' written  notice to all other parties,  with a
copy by fax to Steven Wolosky at Olshan, Fax No. (212) 451-2222.

            9. Each party acknowledges that Olshan shall act as counsel for both
the Group and Accipiter Life Sciences.

                            [Signature page follows]



       IN WITNESS WHEREOF, THE PARTIES HERETO CAUSED THIS AGREEMENT TO BE
              EXECUTED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.

                                         ACCIPITER LIFE SCIENCES FUND, LP

                                         By: Candens Capital, LLC
                                             its general partner

                                         By: /s/ Gabe Hoffman
                                             -----------------------------------
                                             Gabe Hoffman, Managing Member


                                         ACCIPITER LIFE SCIENCES FUND II, LP

                                         By: Candens Capital, LLC
                                             its general partner

                                         By: /s/ Gabe Hoffman
                                             -----------------------------------
                                             Gabe Hoffman, Managing Member


                                         ACCIPITER LIFE SCIENCES FUND II (QP),
                                         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 LIFE SCIENCES FUND II
                                         (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



                                         /s/ Eugene I. Davis
                                         ---------------------------------------
                                         EUGENE I. DAVIS




                                         /s/ Mohsin Y. Meghji
                                         ---------------------------------------
                                         MOHSIN Y. MEGHJI




                                         /s/ Earl P. Holland
                                         ----------------------------------------
                                         EARL P. HOLLAND

EX-99.3 4 ex993to13da706588004_100307.htm sec document


                                                                    Exhibit 99.3


                        ACCIPITER LIFE SCIENCES FUND, LP
                           399 PARK AVENUE, 38TH FLOOR
                            NEW YORK, NEW YORK 10022

                                 October 3, 2007

Eugene I. Davis
c/o PIRINATE Consulting Group, L.L.C.
5 Canoe Brook Drive
Livingston, New Jersey 07038

                           Re: RURAL/METRO CORPORATION

Dear Mr. Davis:

      Thank you for  agreeing to serve as a nominee for election to the Board of
Directors of  Rural/Metro  Corporation  ("Rural") in  connection  with the proxy
solicitation  that  Accipiter  Life  Sciences  Fund,  LP  ("Accipiter")  and its
affiliates are considering undertaking to elect directors at Rural's 2007 Annual
Meeting  of  Stockholders,  or any other  meeting of  stockholders  held in lieu
thereof,  and any  adjournments,  postponements,  reschedulings or continuations
thereof (the "Accipiter  Solicitation").  Your  outstanding  qualifications,  we
believe, will prove a valuable asset to Rural and all of its stockholders.  This
letter will set forth the terms of our agreement.

      Accipiter agrees to jointly and severally  indemnify and hold you harmless
against any and all claims of any nature,  whenever  brought,  arising  from the
Accipiter  Solicitation  and  any  related  transactions,  irrespective  of  the
outcome; PROVIDED, however, that you will not be entitled to indemnification for
claims arising from your own criminal actions, fraud,  negligence,  bad faith or
willful misconduct;  PROVIDED FURTHER,  that this indemnification  agreement and
all of the Accipiter's  obligations hereunder shall terminate upon your becoming
a director of Rural.  This  indemnification  will  include any and all (each,  a
"Loss")  losses,   liabilities,   damages,   demands,  claims,  suits,  actions,
judgments,  or causes of action,  assessments,  costs and  expenses,  including,
without limitation, interest, penalties, reasonable attorneys' fees, and any and
all  reasonable  costs and  expenses  incurred in  investigating,  preparing  or
defending against any litigation,  commenced or threatened, any civil, criminal,
administrative or arbitration  action, or any claim whatsoever,  and any and all
amounts  paid  in  settlement  of any  claim  or  litigation  asserted  against,
resulting, imposed upon, or incurred or suffered by you, directly or indirectly,
as a result  of or  arising  from the  Accipiter  Solicitation  and any  related
transactions.

      In the event of a claim against you pursuant to the prior paragraph or the
occurrence of a Loss, you shall give  Accipiter  written notice of such claim or
Loss. Upon receipt of such written  notice,  the Accipiter will provide you with
counsel to represent you. Such counsel shall be reasonably acceptable to you. In
addition,  you will be reimbursed promptly for all Losses suffered by you and as
incurred as provided herein. Accipiter may not enter into any settlement of loss
or claim without your consent unless such  settlement  includes a release of you
from any and all  liability  in respect  of such  claim.  Accipiter  will not be
responsible for fees, costs or expenses of separate counsel retained by you. You
may not enter into any  settlement of loss or claim without the written  consent
of Accipiter, which consent will not be unreasonably withheld.



Page -2-


      If you agree to the  foregoing  terms,  please sign below to indicate your
acceptance.

                                         Very truly yours,

                                  ACCIPITER LIFE SCIENCES FUND, LP

                                  By: Candens Capital, LLC
                                  its general partner

                                  /s/ Gabe Hoffman
                                  ------------------------------------
                                  By: Gabe Hoffman, Managing Member




ACCEPTED AND AGREED:

/s/ Eugene I. Davis
- ---------------------------
EUGENE I. DAVIS

EX-99.4 5 ex994to13da706588004_100307.htm sec document


                                                                    Exhibit 99.4

                        ACCIPITER LIFE SCIENCES FUND, LP
                           399 PARK AVENUE, 38TH FLOOR
                            NEW YORK, NEW YORK 10022

                                 October 3, 2007

Earl P. Holland
c/o Accipiter Capital Management, LLC
399 Park Avenue, 38th Floor
New York, New York 10022

                           Re: RURAL/METRO CORPORATION

Dear Mr. Holland:

      Thank you for  agreeing to serve as a nominee for election to the Board of
Directors of  Rural/Metro  Corporation  ("Rural") in  connection  with the proxy
solicitation  that  Accipiter  Life  Sciences  Fund,  LP  ("Accipiter")  and its
affiliates are considering undertaking to elect directors at Rural's 2007 Annual
Meeting  of  Stockholders,  or any other  meeting of  stockholders  held in lieu
thereof,  and any  adjournments,  postponements,  reschedulings or continuations
thereof (the "Accipiter  Solicitation").  Your  outstanding  qualifications,  we
believe, will prove a valuable asset to Rural and all of its stockholders.  This
letter will set forth the terms of our agreement.

      Accipiter agrees to jointly and severally  indemnify and hold you harmless
against any and all claims of any nature,  whenever  brought,  arising  from the
Accipiter  Solicitation  and  any  related  transactions,  irrespective  of  the
outcome; PROVIDED, however, that you will not be entitled to indemnification for
claims arising from your own criminal actions, fraud,  negligence,  bad faith or
willful misconduct;  PROVIDED FURTHER,  that this indemnification  agreement and
all of the Accipiter's  obligations hereunder shall terminate upon your becoming
a director of Rural.  This  indemnification  will  include any and all (each,  a
"Loss")  losses,   liabilities,   damages,   demands,  claims,  suits,  actions,
judgments,  or causes of action,  assessments,  costs and  expenses,  including,
without limitation, interest, penalties, reasonable attorneys' fees, and any and
all  reasonable  costs and  expenses  incurred in  investigating,  preparing  or
defending against any litigation,  commenced or threatened, any civil, criminal,
administrative or arbitration  action, or any claim whatsoever,  and any and all
amounts  paid  in  settlement  of any  claim  or  litigation  asserted  against,
resulting, imposed upon, or incurred or suffered by you, directly or indirectly,
as a result  of or  arising  from the  Accipiter  Solicitation  and any  related
transactions.

      In the event of a claim against you pursuant to the prior paragraph or the
occurrence of a Loss, you shall give  Accipiter  written notice of such claim or
Loss. Upon receipt of such written  notice,  the Accipiter will provide you with
counsel to represent you. Such counsel shall be reasonably acceptable to you. In
addition,  you will be reimbursed promptly for all Losses suffered by you and as
incurred as provided herein. Accipiter may not enter into any settlement of loss
or claim without your consent unless such  settlement  includes a release of you
from any and all  liability  in respect  of such  claim.  Accipiter  will not be
responsible for fees, costs or expenses of separate counsel retained by you. You
may not enter into any  settlement of loss or claim without the written  consent
of Accipiter, which consent will not be unreasonably withheld.



Page -2-


      If you agree to the  foregoing  terms,  please sign below to indicate your
acceptance.

                                         Very truly yours,

                                  ACCIPITER LIFE SCIENCES FUND, LP

                                  By: Candens Capital, LLC
                                  its general partner

                                  /s/ Gabe Hoffman
                                  ------------------------------------
                                  By: Gabe Hoffman, Managing Member


ACCEPTED AND AGREED:

/s/ Earl P. Holland
- ---------------------------
EARL P. HOLLAND

EX-99.5 6 ex995to13da706588004_100307.htm sec document


                                                                    Exhibit 99.5


                        ACCIPITER LIFE SCIENCES FUND, LP
                           399 PARK AVENUE, 38TH FLOOR
                            NEW YORK, NEW YORK 10022

                                 October 3, 2007

Mohsin Y. Meghji
c/o Loughlin Meghji + Company
148 Madison Avenue
New York, New York 10016-6700

                           Re: RURAL/METRO CORPORATION

Dear Mr. Meghji:

      Thank you for  agreeing to serve as a nominee for election to the Board of
Directors of  Rural/Metro  Corporation  ("Rural") in  connection  with the proxy
solicitation  that  Accipiter  Life  Sciences  Fund,  LP  ("Accipiter")  and its
affiliates are considering undertaking to elect directors at Rural's 2007 Annual
Meeting  of  Stockholders,  or any other  meeting of  stockholders  held in lieu
thereof,  and any  adjournments,  postponements,  reschedulings or continuations
thereof (the "Accipiter  Solicitation").  Your  outstanding  qualifications,  we
believe, will prove a valuable asset to Rural and all of its stockholders.  This
letter will set forth the terms of our agreement.

      Accipiter agrees to jointly and severally  indemnify and hold you harmless
against any and all claims of any nature,  whenever  brought,  arising  from the
Accipiter  Solicitation  and  any  related  transactions,  irrespective  of  the
outcome; PROVIDED, however, that you will not be entitled to indemnification for
claims arising from your own criminal actions, fraud,  negligence,  bad faith or
willful misconduct;  PROVIDED FURTHER,  that this indemnification  agreement and
all of the Accipiter's  obligations hereunder shall terminate upon your becoming
a director of Rural.  This  indemnification  will  include any and all (each,  a
"Loss")  losses,   liabilities,   damages,   demands,  claims,  suits,  actions,
judgments,  or causes of action,  assessments,  costs and  expenses,  including,
without limitation, interest, penalties, reasonable attorneys' fees, and any and
all  reasonable  costs and  expenses  incurred in  investigating,  preparing  or
defending against any litigation,  commenced or threatened, any civil, criminal,
administrative or arbitration  action, or any claim whatsoever,  and any and all
amounts  paid  in  settlement  of any  claim  or  litigation  asserted  against,
resulting, imposed upon, or incurred or suffered by you, directly or indirectly,
as a result  of or  arising  from the  Accipiter  Solicitation  and any  related
transactions.

      In the event of a claim against you pursuant to the prior paragraph or the
occurrence of a Loss, you shall give  Accipiter  written notice of such claim or
Loss. Upon receipt of such written  notice,  the Accipiter will provide you with
counsel to represent you. Such counsel shall be reasonably acceptable to you. In
addition,  you will be reimbursed promptly for all Losses suffered by you and as
incurred as provided herein. Accipiter may not enter into any settlement of loss
or claim without your consent unless such  settlement  includes a release of you
from any and all  liability  in respect  of such  claim.  Accipiter  will not be
responsible for fees, costs or expenses of separate counsel retained by you. You
may not enter into any  settlement of loss or claim without the written  consent
of Accipiter, which consent will not be unreasonably withheld.



Page -2-

      If you agree to the  foregoing  terms,  please sign below to indicate your
acceptance.

                                         Very truly yours,

                                  ACCIPITER LIFE SCIENCES FUND, LP

                                  By: Candens Capital, LLC
                                  its general partner

                                  /s/ Gabe Hoffman
                                  ------------------------------------
                                  By: Gabe Hoffman, Managing Member

ACCEPTED AND AGREED:

/s/ Mohsin Y. Meghji
- ---------------------------
MOHSIN Y. MEGHJI

-----END PRIVACY-ENHANCED MESSAGE-----